Joint Defense Proceeding definition

Joint Defense Proceeding has the meaning set forth in Section 9.3.
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Joint Defense Proceeding shall have the meaning set forth in Schedule 11.2(a).
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Joint Defense Proceeding has the meaning specified in Section 8.4(b)(vi) hereof.
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Examples of Joint Defense Proceeding in a sentence

  • If the Indemnifying Party elects to assume and control the defense or in the event of a Joint Defense Proceeding, the Indemnified Party shall take all reasonable efforts necessary to assist the Indemnifying Party in such defense.

  • The Indemnifying Party shall not be liable for any settlement of any Proceeding, the defense of which it has elected to assume, which settlement is effected without the written consent of the Indemnifying Party; provided that no settlement of a Joint Defense Proceeding may be effected without the written consent of both parties.

  • The Indemnifying Party shall not be liable for any settlement of any Proceeding, the defense of which it (either directly or through its Permitted Designee) has elected to assume, which settlement is effected without the written consent of the Indemnifying Party; provided that no settlement of a Joint Defense Proceeding may be effected without the written consent of both the Indemnifying Party and the Indemnified Party.

  • If the Indemnifying Party (either directly or through its Permitted Designee) elects to assume and control the defense or in the event of a Joint Defense Proceeding, the Indemnified Party shall take all reasonable efforts necessary to assist the Indemnifying Party in such defense.

  • The Indemnifying Party shall not be liable for any settlement of any proceeding, the defense of which it has elected to assume, which settlement is effected without the written consent of the Indemnified Party; provided that no settlement of a Joint Defense Proceeding may be effected without the written consent of both parties.

  • The Indemnifying Party shall not be liable for any settlement of any Joint Defense Proceeding, which settlement is effected without the written consent of the Indemnifying Party; provided, that no settlement of a Joint Defense Proceeding may be effected without the written consent of both Parties which shall not be unreasonably withheld or delayed.

  • In any Joint Defense Proceeding, the Indemnifying and Indemnified Parties shall cooperate with one another in the defense thereof and share equally the expenses of such cooperation.

  • If the Indemnifying Party elects to assume and control the defense or in the event of a Joint Defense Proceeding, the Indemnified Party shall take all reasonable efforts necessary to assist in such defense at the expense of the Indemnifying Party.

  • In the event the Indemnified Party fails to give notice within said ten-day period of its election to participate in such Joint Defense Proceeding, it will be deemed to have waived its right to participate in such Joint Defense Proceeding and the Indemnifying Party shall have the right to defend and settle such Third Party Claim in accordance with Section 9.03(a)(i).

  • For the avoidance of doubt, this Section 9.5(b) shall not apply to any claim, inquiry or Proceeding that -------------- constitutes a Joint Defense Proceeding.

Related to Joint Defense Proceeding

  • 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.

  • 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.

  • Adjudicative proceeding means the procedure to be followed in contested cases, as set forth in RSA 541-A:31 through RSA 541-A:36.

  • Litigation means any lawsuit, action, arbitration, administrative or other proceeding, criminal prosecution or governmental investigation or inquiry.

  • Protective proceeding means a judicial proceeding in which a protective order is sought or has been issued.

  • Regulatory Proceeding means a request for information, civil investigative demand, or civil proceeding commenced by service of a complaint or similar proceeding brought by or on behalf of the Federal Trade Commission, Federal Communications Commission, or any federal, state, local or foreign governmental entity in such entity’s regulatory or official capacity in connection with such proceeding.

  • 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.

  • Adverse Proceeding means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of any Credit Party or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, whether pending, threatened in writing against any Credit Party or any of its Subsidiaries or any material property of any Credit Party or any of its Subsidiaries.

  • Current Proceeding means any proceeding conducted under any provisions of this subsection that

  • eligible proceeding means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

  • Tax Proceeding has the meaning set forth in Section 5.2(a).

  • Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

  • ADR Proceeding means either an Arbitration or a Mediation.

  • CCAA Proceedings means the proceedings commenced by the Applicant under the CCAA as contemplated by the Initial Order;

  • dispute resolution proceeding ’ means any process in which an alternative means of dispute resolution is used to resolve an issue in controversy in which a neutral is appointed and specified parties participate;

  • Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

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

  • Infringement Action has the meaning set forth in Section 9.6(b).

  • Derivative proceeding means a civil suit in the right of a domestic corporation or, to the extent

  • Tax Contest means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

  • Bankruptcy Proceeding means any case, action or proceeding before any court or other Governmental Authority relating to any Bankruptcy Event.

  • winding-up proceedings means collective proceedings involving realisation of the assets and distribution of the proceeds among the creditors, shareholders or members as appropriate, which involve any intervention by administrative or judicial authorities, including where the collective proceedings are terminated by a composition or other analogous measure, whether or not they are founded on insolvency or are voluntary or compulsory;

  • Informal proceedings means proceedings for probate of a will or appointment of a personal representative conducted by the probate register without notice to interested persons.

  • Priority Non-Tax Claims means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

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

  • foreign proceeding means a collective judicial or administrative proceeding in a foreign State, including an interim proceeding, pursuant to a law relating to insolvency in which proceeding the assets and affairs of the debtor are subject to control or supervision by a foreign court, for the purpose of reorganization or liquidation;