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).
In connection with any Settlement, the Stockholder Representative may also deliver a Dispute Notice in connection with any portion of such Indemnified Party Claim not so settled.
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.
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.
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.
Sellers shall jointly and severally be responsible for all Defense Costs that exceed either the Indemnified Party’s Share or the Indemnified Party Claim Defense Cap.