Indemnified Party Claim Notice definition

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

Indemnified Party Claim Notice has the meaning given in Section 6.1(c).

Indemnified Party Claim Notice. Section 10.4(a)

Examples of Indemnified Party Claim Notice in a sentence

• The Indemnitor shall notify the Indemnified Party in writing, within ten (10) Business Days of receipt of the Indemnified Party Claim Notice, of its intent to assume the control of the defense of any such Third Party Claim and for which it satisfies the terms of the immediately preceding sentence, including, at its own expense, employment of counsel reasonably satisfactory to the Indemnified Party, whose approval shall not be unreasonably withheld, conditioned or delayed (the “Indemnitor Defense Notice”).

• 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.

• 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.

• 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.