Third Party Claim Notice Period definition

Third Party Claim Notice Period is defined in Section 10.4(a).
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Third Party Claim Notice Period has the meaning set forth in Section 11.4(a).
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Third Party Claim Notice Period is defined in Section 6.5(a).
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Examples of Third Party Claim Notice Period in a sentence

  • If the Indemnified Party fails to provide the Third Party Claim Notice within the Third Party Claim Notice Period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent (and only to the extent) that the Indemnifying Party’s ability to defend has been materially prejudiced by such failure of the Indemnified Party.

  • If the Indemnified Party fails to provide the Third Party Claim Notice within the Third Party Claim Notice Period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by such failure of the Indemnified Party.


More Definitions of Third Party Claim Notice Period

Third Party Claim Notice Period has the meaning assigned to such term in Section 6.5(a). “Transactions” has the meaning assigned to such term in Section 2.4(a). “Transferred Assets” has the meaning assigned to such term in Section 2.1(a). “UK Employees” has the meaning assigned to such term in Section 2.9. “Warranted Insurance” has the meaning assigned to such term in Section 3.19. “Waiver and Release” has the meaning assigned to such term in Section 2.7(c).
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Third Party Claim Notice Period has the meaning set forth in Section 8.4(a)(i).
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Third Party Claim Notice Period provided, that the failure to provide a Third Party Claim Notice within the Third Party Claim Notice Period shall not impair the Indemnitee’s rights hereunder or relieve the Indemnifying Party of its obligations hereunder except to the extent such failure materially prejudices the Indemnifying Party. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail, and will indicate the estimated amount and methodology for determining such amount, if reasonably practicable, of the indemnifiable Loss that has been or may be sustained by the Indemnitee and the provision or provisions under this Agreement or any document executed and delivered pursuant hereto upon which such Third Party Claim is based. The Indemnifying Party will have the right to participate in or, by giving written notice to the Indemnitee no later than thirty (30) calendar days after receipt of the Third Party Claim Notice, subject to Section 8.4(a)(ii), to elect to assume, conduct and control the defense of (if it agrees in writing that, to the extent such Third Party Claim is adversely determined, the Indemnifying Party has an obligation to provide indemnification to the Indemnitee in respect thereof) any Third Party Claim at such Indemnifying Party’s own expense and by such Indemnifying Party’s counsel of its choosing (subject to the approval of the Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed), and the Indemnitee will cooperate in good faith in such defense, including furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith, and all costs or expenses incurred by the Indemnitee at the request of the Indemnifying Party shall be paid by the Indemnifying Party. The Indemnitee will have the right (x) at the Indemnifying Party’s cost and expense, at any time to prevent default or to protect its interests, to file any pleadings or take any other action that the Indemnitee reasonably believes to be necessary or appropriate and (y) to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense, subject to the Indemnifying Party’s right to control the defense of such Third Party Claim; provided, that the Indemnitee shall not, without the written consent of the Indemnifying Party (which written consent shall not be unreasonab...
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Related to Third Party Claim Notice Period

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

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

  • Claim Notice 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.

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

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

  • 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.

  • Indemnification Claim has the meaning set forth in Section 12.3.

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

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

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

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

  • Third Party Infringement Claim has the meaning set forth in Section 6.4.

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

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

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

  • Direct Claim has the meaning set forth in Section 8.05(c).

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnifiable Claim means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

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

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

  • Claim Period means the period of time during which a Settlement Class Member must submit a Claim Form to be eligible to receive a Cash Benefit or Billing Credit Option as part of the Settlement. The Claim Period shall commence not later than thirty (30) days after the Preliminary Approval Date, as defined herein, and shall conclude not more than ninety (90) days after it commences.

  • Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.