Good Faith Defense definition

Good Faith Defense has the meaning set forth in Section 8.05(a).
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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 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 Buyer and the Seller.
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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.
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Examples of Good Faith Defense in a sentence

  • The term "Good Faith Defense" has the meaning set forth in Section 8.01.


More Definitions of Good Faith Defense

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.
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Good Faith Defense means legal defense conducted by reputable counsel of good standing. Each of the Indemnified Persons and the Indemnifying Persons:
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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.
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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.
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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.
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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 shall have the meaning set forth in Section 25.03.

  • 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.

  • Equitable Defense means any Bankruptcy or other laws affecting creditors’ rights generally, and with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending.

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

  • Licensed site remediation professional means an individual who is licensed by the Site Remediation Professional Licensing Board pursuant to section 7 of P.L.2009, c.60 (C.58:10C-7) or the department pursuant to section 12 of P.L.2009, c.60 (C.58:10C-12).

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

  • 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