Party Claim definition

Party Claim has the meaning given in clause 13.1;

Party Claim has the meaning set forth in Section 7.2(a). "TRADEMARK ASSIGNMENT" has the meaning set forth in Section 3.2(c).

Party Claim means any claim or potential claim by a third party against the Buyer which may give rise to a Warranty Claim. Trade Mark and Source Code Licence Deed means the trade mark and source code licence deed to be entered into between the Buyer and the Seller in the form of Attachment 4. Transfer Regulations has the meaning given in clause 11.1.1. Transferring Employees means those Employees who accept the offer of employment from the Buyer or its nominee made under clause 10 or whose employment transfers to the Buyer or relevant member of the Buyer Group in accordance with clause 11. Transit Goods has the meaning given in clause 7.1.1. Transitional Services Agreement means the transitional services agreement to be entered into between the Buyer and the Seller in the form of Attachment 3. UK Employee means the person listed in Part B of Schedule 3. United States Employee means the person listed in Part C of Schedule 3. Unpaid Post Signing Receivables has the meaning given in clause 8.2.1. Warranties means the warranties set out in Schedule 4. Warranty Claim means any Claim by the Buyer arising out of a breach of a Warranty.

Examples of Party Claim in a sentence

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

• Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party.

• The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting.

• If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party.

• The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof.

More Definitions of Party Claim

Party Claim means a Gart Claim, an MC Claim or a TPH Claim.

Party Claim means any claim by a third party against any of the Group Companies which is or may be subject to a claim for compensation pursuant to Clause 8.10 of this Agreement. 3 The Transaction

Party Claim. The meaning specified in Section 11.01 hereof. Trailing Documents: Mortgage Loan Documents that are required by an Investor pursuant to Applicable Requirements to be part of the Collateral File that, as of the time of reference, are (i) in the custody of counsel in accordance with Applicable Requirements or (ii) have been submitted for recording and have not yet been returned by the applicable recording office. Transaction Documents: The Transfer Confirmation and this Agreement (including, in each case, any and all exhibits, schedules and attachments to any such documents and any other documents executed or delivered in connection therewith).

Party Claim has the meaning given to such term in Section 11.3;

Party Claim shall have the meaning given in Section 10.2;

Party Claim means any claim asserted by any third party (including any Governmental Agency) against the Investor, the Funds, PEP, the Trust, a Manager or a Group Company or Bain Capital llc, in respect of which a Cordiant Party may xx liable under this agreement; Transaction means the subscription by the Funds and the Trust for Investor Shares, the acquisition by the Investor of Company Shares from the Cordiant Parties on the terms of this agreement and the other actions referred to in clause 2;

Party Claim has the meaning given in clause 17.2; TINZ Shares has the meaning given in the Background to this Agreement; Transaction means the transaction recorded in this Agreement and the PC Agreement;