Good Faith Defense definition

Good Faith Defense has the meaning set forth in Section 8.05(a).
Good Faith Defense means legal defense conducted by reputable counsel of good standing, which consent shall not be unreasonably withheld or delayed. If a Good Faith Defense is not commenced within thirty (30) Business Days following receipt of notice of the Third Party Claim from the Indemnified Party (or such shorter period, if any, during which a defense must be commenced in order for the defendant to preserve its rights), the Indemnifying Party shall be deemed to have waived its option to assume the Good Faith Defense with respect thereto. The parties shall provide such cooperation and such access to their books, records and properties as any party shall reasonably request with respect to such matter; and the parties hereto agree to cooperate with each other in all reasonable respects in order to help ensure the proper and adequate defense thereof and in furtherance of seeking a mutually acceptable solution. With regard to Third Party Claims for which indemnification is due and owing hereunder, such indemnification shall be paid by the Indemnifying Party upon the earliest to occur of: (a) the entry of a judgment of a court of competent jurisdiction against the Indemnified Party and the expiration of any applicable appeal period; (b) the entry of an nonappealable judgment of a court of competent jurisdiction against the Indemnified Party; or (c) a settlement of the Third Party Claim with the mutual written consent of Xxxxx and the Sellers.
Good Faith Defense means legal defense conducted by reputable counsel of good standing. Each of the Indemnified Persons and the Indemnifying Persons:

Examples of Good Faith Defense in a sentence

  • The Indemnifying Party shall forthwith have the option to assume the Good Faith Defense (as defined below) of such Third Party Claim at its own expense, provided, that the Indemnified Party may retain its own counsel at the Indemnified Party’s expense.

  • The Indemnified Party may elect at any time to assume the defense of the Third Party Claim upon written notice to the Indemnifying Party, which assumption shall be at the expense of the Indemnified Party unless the Indemnifying Party has not assumed the Good Faith Defense, and the Indemnified Party may settle or compromise such defense with the consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed.

  • Good Faith Defense to Personal Liability.‌ A person who relies and acts in good faith on this Code shall be immune from any civil liability arising out of his/her actions to the extent permitted by law.

  • Miller, Rethinking Prisoner Litigation: Shifting From Qualified Immunity to a Good Faith Defense in §1983 Prisoner Lawsuits, 84 Notre Dame L.

  • If a Good Faith Defense is not commenced within thirty business days following receipt of notice of the Third Party Claim from the Indemnified Party (or such shorter period, if any, during which a defense must be commenced in order for the defendant to preserve its rights), the Indemnifying Party shall be deemed to have waived its option to assume the Good Faith Defense with respect thereto.

  • Jordan Weber Follow this and additional works at: https://scholarsarchive.byu.edu/byuplr BYU ScholarsArchive Citation Weber, Jordan (2009) "Hedge-Fund Fraud: Recent Cases and the Prime Broker's Good Faith Defense," Brigham Young University Prelaw Review: Vol.

  • For purposes hereof, "Good Faith Defense" means legal defense conducted by reputable counsel of good standing selected and engaged by the Indemnifying Party with the consent of the Claiming Party, which consent shall not be unreasonably withheld or delayed.

  • If a Good Faith Defense is not commenced within 20 days following receipt of notice of the Third Party Claim from the Claiming Party (or such shorter period, if any, during which a defense must be commenced in order for the defendant to preserve its rights), the Claiming Party may, at its option, settle or defend such claim at the expense of the indemnifying party.

  • Authority: Special Instruction 12: Pattern Jury Instructions, Criminal Cases, Eleventh Circuit(2003 revision) Given RefusedDefendant’s Requested Jury Instruction No. 18 Good Faith Defense to Charge of Intent to DefraudGood faith is a complete defense to the charges in the indictment since good faith on the part of the Defendant is inconsistent with intent to defraud or willfulness which is an essential part of the charges.

  • Belair, Securities Actions: Equitable Defenses and the Good Faith Defense for "Controlling Persons", 44 Fordham L.


More Definitions of Good Faith Defense

Good Faith Defense means legal defense conducted by reputable counsel of good standing selected with the consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed). If the Indemnifying Party does not commence a Good Faith Defense within 20 days following receipt of the Claim Notice regarding the Third Party Claim (or such shorter period, if any, during which a defense must be commenced to preserve either Party’s rights), then the Indemnified Party may, at its option, settle or defend such claim. Notwithstanding the foregoing, without the prior written consent of the other Party, neither Party may agree to any injunctive relief affecting such other Party or any settlement that would adversely affect the business or operations of such other Party.
Good Faith Defense means legal defense conducted by reputable counsel of good standing. If a Good Faith Defense is not commenced within 20 days following receipt of notice of the Third-Party Claim from the Claiming Party (or such shorter period, if any, during which a defense must be commenced in order for the defendant to preserve its right), the Claiming Party may, at its option, settle or defend the claim at the expense of the Indemnifying Party. The Claiming Party shall keep the Indemnifying Party updated on a reasonable basis regarding the status of the claim and its defense or settlement. Subject to the other provisions of this Section 8.2, in the event that (A) a final judgment or order in favor of the third party is rendered against the Claiming Party, that is not subject to appeal or with respect to which the time to appeal has expired without an appeal having been made, or (B) the Third-Party Claim is settled in accordance with this Section 8.2(c), resulting in liability on the part of the Claiming Party, then the amount of the liability together with costs and expenses (including reasonable attorneys’ fees) incurred by the Claiming Party shall be paid by the Indemnifying Party.
Good Faith Defense means legal defense conducted by reputable counsel of good standing selected with the consent of the Claiming Party, which consent shall not be unreasonably withheld or delayed. If a Good Faith Defense is not commenced within ten business days following receipt of notice of the Third Party Claim from the Claiming Party (or such shorter period, if any, during which a defense must be commenced in order for the defendant to preserve its rights), or upon written notice of the Claiming Party at any time, the Claiming Party may, at its option, settle or defend such claim at the expense of the Indemnifying Party without the consent of the Indemnifying Party. At the Indemnifying Party’s expense (which shall be joint and several if there is more than one), the parties shall provide such cooperation and such access to their books, records and properties as any party shall reasonably request with respect to such matter; and the parties hereto agree to cooperate with each other in all respects in order to ensure the proper and adequate defense thereof and in furtherance of seeking a mutually acceptable solution. With regard to Third Party Claims for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earliest to occur of: (a) the entry of a judgment against the Claiming Party and the expiration of any applicable appeal period, or if earlier, ten days prior to the date that the judgment creditor has the right to execute the judgment; (b) the entry of an nonappealable judgment or final appellate decision against the Claiming Party; (c) a settlement of the Third Party Claim; or (d) with respect to indemnities for Tax liabilities, upon the issuance of any binding resolution or settlement by a Tax authority. Notwithstanding the foregoing, expenses of counsel to the Claiming Party which are subject to indemnification hereunder shall be reimbursed on a current basis by the Indemnifying Party. All indemnification claims not paid when due shall bear interest at a rate equal to the lesser of the Prime Rate plus 3% per annum or the highest rate permitted by law.
Good Faith Defense means legal defense conducted by reputable counsel of good standing selected and engaged by the Indemnifying Party with the consent of the Claiming Party, which consent shall not be unreasonably withheld or delayed. If a Good Faith Defense is not commenced within ten (10) business days following receipt of notice of the Third Party Claim from the Claiming Party (or such shorter period, if any, during which a defense must be commenced in order for the defendant to preserve its rights), the Claiming Party may, at its option, settle or defend such claim at the expense of the Indemnifying Party. In the event that (x) a final judgment or order in favor of such third party is rendered against the Claiming Party, that is not subject to appeal or with respect to which the time to appeal has expired without an appeal having been made, or (y) such Third Party Claim is settled in accordance with this Section 8.01, resulting in liability on the part of the Claiming Party, then the amount of such liability together with costs and expenses (including reasonable attorneys' fees), incurred by the Claiming Party shall be paid by the Indemnifying Party.
Good Faith Defense means legal defense conducted by reputable counsel of good standing selected with the consent of the Claiming Party, which consent shall not be unreasonably withheld or delayed. If a Good Faith Defense is not commenced within 20 days following receipt of notice of the Third Party Claim from the Claiming Party (or such shorter period, if any, during which a defense must be commenced in order for the defendant to preserve its rights), the Claiming Party may, at its option, settle or defend such claim at the expense of the indemnifying party. Subject to the other provisions of this Section 10.1, in the event that (x) a final judgment or order in favor of such third party is rendered against the Claiming Party, that is not subject to appeal or with respect to which the time to appeal has expired without an appeal having been made, or (y) such Third Party Claim is settled in accordance with this Section 10.1(c), resulting in liability on the part of the Claiming Party, then the amount of such liability together with costs and expenses (including reasonable attorneys’ fees), incurred by the Claiming Party shall be paid by the indemnifying party.

Related to Good Faith Defense

  • Good Faith Deposit has the meaning given such term in Section 2.6(a) of this Agreement.

  • Good Faith Contest means the contest of an item as to which: (a) such item is contested in good faith, by appropriate proceedings, (b) reserves that are adequate are established with respect to such contested item in accordance with GAAP and (c) the failure to pay or comply with such contested item during the period of such contest could not reasonably be expected to result in a Material Adverse Effect.

  • good faith means that degree of diligence which a reasonable person would exercise in the performance of legal duties and obligations;

  • Good Faith Effort means efforts to achieve a DBE goal or other requirement of this Special Provision which, by their scope, intensity, and appropriateness to the objective, can reasonably be expected to fulfill the program requirement.

  • Good Faith Efforts means actions undertaken by a bidder or contractor to achieve a Contract Specific Goal that the CPO or his or her designee has determined, by their scope, intensity, and appropriateness to the objective, can reasonably be expected to fulfill the program’s requirements.

  • Defense shall include investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and shall also include any defensive assertion of a cross-claim or counterclaim;

  • Bad Faith means, with respect to any determination, action or omission, of any Person, board or committee, that such Person, board or committee reached such determination, or engaged in or failed to engage in such act or omission, with the belief that such determination, action or omission was adverse to the interest of the Partnership.

  • Contest means the contest, game, sweepstake, promotion, marketing activity or other event specified in the Contest Summary (see Rule 15, below);

  • Litigation Claims means the claims, rights of action, suits or proceedings, whether in law or in equity, whether known or unknown, that any Debtor or any Estate may hold against any Person or Entity, including, without limitation, the Causes of Action of the Debtors or their Estates, in each case solely to the extent of the Debtors’ or their Estates’ interest therein. A non-exclusive list of the Litigation Claims held by the Debtors as of the Effective Date will be Filed with the Plan Supplement, which will be deemed to include any derivative actions filed against any Debtor as of the Effective Date.

  • Selected Courts has the meaning set forth in Section 4.07.

  • criminal proceedings means criminal proceedings in relation to which the strict rules of evidence apply;

  • Professional Misconduct means conduct inconsistent with the Act, this By-law, the Rules of Professional Conduct or the Standards and Guidelines of Practice that poses or may pose a risk of harm or loss to any person;

  • Mobile crisis outreach team means a crisis intervention service for minors or families of minors experiencing behavioral health or psychiatric emergencies.

  • Equitable Defenses means any bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings may be pending to obtain same.

  • Bid Process means the process of selection of the Successful Bidder through competitive bidding and includes submission of Bids, scrutiny and evaluation of such Bids as set forth in the RFP.

  • third party proceeding means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation.

  • Criminal proceeding means a proceeding instituted by means of the swearing of an information, the laying of a charge or the return of an indictment, before a Court of competent jurisdiction in Canada with jurisdiction to hear and determine the charges referred to therein, alleging or charging that the "Insured" has contravened the provisions of any Provincial or Federal statute, including the Criminal Code, R.S.C. 1985 ch. C-46 as amended, which creates an offence or crime and which provides for conviction thereunder, whether by way of summary conviction or indictment, and as a result of which the "Insured" is liable to be convicted, fined or sentenced to some form of imprisonment or other punishment.

  • Public defender means a federal public defender, county

  • civil proceedings means any proceedings in or before any court or tribunal that are not criminal proceedings;

  • Attack directed against any civilian population means a course of conduct involving the multiple commission of acts referred to in paragraph 1 against any civilian population, pursuant to or in furtherance of a State or organizational policy to commit such attack;

  • Electronic Defense Weapon means a weapon which by electronic impulse or current is capable of immobilizing a person temporarily, but is not capable of inflicting death or serious physical injury, including a stun gun or other conductive energy device.

  • Protective proceeding means a judicial proceeding in which a protective order is sought or has been issued.

  • CCAA Proceedings means the proceedings commenced by the Applicant under the CCAA as contemplated by the Initial Order;

  • Therapeutic court personnel means the staff of a mental

  • Adjudicative proceeding means the procedure to be followed in contested cases, as set forth in RSA 541-A:31 through RSA 541-A:36.

  • Permitted Contest means a contest maintained in good faith by appropriate proceedings promptly instituted and diligently conducted and with respect to which such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made; provided that compliance with the obligation that is the subject of such contest is effectively stayed during such challenge.