Indemnified Party Claim definition

Indemnified Party Claim has the meaning set forth in Section 8.05(a).

Indemnified Party Claim has the meaning given that term in Section 8.3(a).

Indemnified Party Claim has the meaning set forth in Section 9.1(b).

Examples of Indemnified Party Claim in a sentence

• Notwithstanding who is controlling the defense or settlement of any third party claim (the “Defending Party”), and without regard to who might be ultimately responsible for the liability related thereto, the Defending Party shall diligently and vigorously defend such claim (subject to the Defending Party’s right to settle such Indemnified Party Claim in accordance with the terms of this Section 8.3.

• Notwithstanding who is controlling the defense or settlement of any third party claim (the “Defending Party”), and without regard to who might be ultimately responsible for the liability related thereto, the Defending Party shall diligently and vigorously defend such claim (subject to the Defending Party’s right to settle such Indemnified Party Claim in accordance with the terms of this Section 8.3).

• Notwithstanding the foregoing, the Indemnitor may object to a claim set forth in an Indemnified Party Claim Notice or a portion of a claim only based upon a good faith belief that all or any portion of the claim does not constitute Losses for which such Indemnified Party is entitled to indemnification under this Agreement.

• If the Indemnifying Party does not respond to an Indemnified Party Claim Notice within such period, the Loss that is the subject of such Indemnified Party Claim Notice shall be deemed consented to by the Indemnifying Party and the corresponding amount shall be paid immediately.

• In the event any Indemnified Party Claim Notice does not involve a third party claim being asserted against or sought to be collected from an Indemnified Party (a “Direct Claim”), the Indemnified Party Claim Notice shall set forth, to the best of the Indemnified Party’s knowledge, all facts and other information with respect to the claim, including without limitation the anticipated Buyer Losses or a reasonable estimate thereof.

• The Indemnified Party Claim shall describe the indemnification sought in reasonable detail to the extent known and shall indicate the amount (estimated, if necessary, and if then estimable) of the Loss that has been or may be suffered.

• If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Indemnified Party Claim and in such event, the maximum liability of the Defending Party as to such Indemnified Party Claim shall not exceed the amount of such settlement offer.

• Upon payment of the Settlement, the relevant portion of the Reserve, Indemnified Party Claim and Dispute shall be deemed to have been finally resolved and discharged in full.

• Any Indemnified Party Claim will state in reasonable detail the basis for such Buyer Losses to the extent then known by the Indemnified Party and the nature of the Buyer Loss for which indemnification is sought, and it may state the amount of the Buyer Loss claimed.

• If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Indemnified Party Claim, the Defending Party may settle the Indemnified Party Claim upon the terms set forth in such firm offer to settle such Indemnified Party Claim.