Indemnifying Party Defense Notice definition

Indemnifying Party Defense Notice has the meaning given that term in Section 8.3(c).
Indemnifying Party Defense Notice shall have the meaning given in Section 6.6(a). “Insurance Policies” shall have the meaning given in Section 3.13(a). “Intellectual Property” shall mean (a) inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications and patent disclosures together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) trademarks (registered and unregistered), service marks, trade dress, trade names, logos and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) copyrights and copyrightable works and registrations and applications for registration thereof and renewals in connection therewith, (d) mask works and registrations and applications for registration thereof and renewals in connection therewith, (e) computer software (in both source code and object code form), data, databases and documentation thereof, (f) trade secrets and other confidential information (including, without limitation, ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, pricing and cost information, financial and marketing plans and customer and supplier lists and information), (g) internet domain names (including uniform resource locators) and web sites, (h) other proprietary rights, (i) registrations and applications for any of the foregoing, and (j) copies and tangible embodiments thereof (in whatever form or medium). “Intended Tax Treatment” shall have the meaning given in Section 2.7. “Intercompany Obligations” shall mean the net of all financial obligations owed by or to any Company or Subsidiary, on the one hand, to or from Seller or its Affiliates (other than the Companies or their Subsidiaries), on the other hand, including, without limitation, accounts receivable, accounts payable, income taxes receivable and income taxes payable. “IPC” shall have the meaning given in the recitals to this Agreement. “IPC Shares” shall have the meaning given in the recitals to this Agreement. “IRS” shall mean the Internal Revenue Service of the United States. “JV Exit Amount” shall have the meaning given i...
Indemnifying Party Defense Notice shall have the meaning given in Section 6.6(a).

Examples of Indemnifying Party Defense Notice in a sentence

  • In the event that the Indemnifying Party does deliver an Indemnifying Party Defense Notice and thereby elects to conduct the defense of the third party claim, the Indemnifying Party shall have the right to conduct such defense and, except as provided below, to settle the claim without the prior consent of the Indemnified Party.

  • In the event that the Indemnifying Party does deliver an Indemnifying Party Defense Notice and thereby elects to conduct the defense of the Third Party Claim, the Indemnifying Party shall have the right to conduct such defense subject to this Section 6.6(b) and 6.6(c).

  • Xx the event that the Indemnifying Party does deliver an Indemnifying Party Defense Notice and thereby elects to conduct the defense of the Third Party Claim, the Indemnifying Party shall have the right to conduct such defense subject to this Section 6.6(b) and 6.6(c).

Related to Indemnifying Party Defense Notice

  • Indemnifying Party shall have the meaning set forth in Section 5(c).

  • Tax Indemnifying Party shall have the meaning set forth in Section 7.6(d).

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Indemnifying Parties has the meaning set forth in Section 6.08(b).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Indemnifying Persons means and includes the Seller Indemnifying Persons or the Purchaser Indemnifying Persons, as the case may be.

  • Indemnifying Person shall have the meaning set forth in Section 5(c) hereof.

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Claim Notice has the meaning set forth in Section 8.4(a).

  • Indemnifying Party Information [(A)] All information in the Prospectus Supplement, the Offering Circular or any Free Writing Prospectus or any amendment or supplement thereto (i) contained under the headings "Summary--Relevant Parties--Responsible Party [and Servicer,"] "The Mortgage Loan Pool--Underwriting Guidelines" [and "The Servicer"] and (ii) regarding the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties (but in the case of this clause (ii), only to the extent any untrue statement or omission arose from or is based upon errors or omissions in the information concerning the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties, as applicable, provided to the Depositor or any affiliate by or on behalf of the Indemnifying Party) [and (B) static pool information regarding mortgage loans originated or acquired by the Seller [and included in the Prospectus Supplement, the Offering Circular, the ABS Informational and Computational Materials or the Free Writing Prospectus or any amendment or supplement thereto][incorporated by reference from the website located at ___________]].

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Notifying Party As defined in Section 3.01(i).

  • Indemnified Person has the meaning set forth in Section 11.3.

  • First party claimant means an individual, corporation, association, partnership, or other legal entity asserting a right to payment as a covered person under an insurance policy or insurance contract arising out of the occurrence of the contingency or loss covered by such a policy or contract.

  • Indemnity Notice shall have the meaning specified in Section 9.3(b).

  • Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VI.

  • Claims Notice has the meaning set forth in Section 9.3(a).

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnitor has the meaning set forth in Section 12.3.