Third Party Defense definition

Third Party Defense has the meaning set forth in Section 9.4(b).
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Third Party Defense is defined in Section 12.5(b).
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Third Party Defense has the meaning set forth in Section 7.3(b).
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Examples of Third Party Defense in a sentence

  • If the Indemnitor does not elect to assume a Third Party Defense which it has the right to assume hereunder, the Indemnitee shall have no obligation to do so.

  • In each case, the Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense.

  • So long as the Indemnitor is reasonably conducting the Third Party Defense in good faith, the Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor (not to be unreasonably withheld or delayed).

  • If the Indemnitor assumes the Third Party Defense in accordance with the preceding sentence, the Indemnitor shall be conclusively deemed to have acknowledged that the Third Party Claim is within the scope of its indemnity obligation hereunder and shall hold the Indemnitee harmless from and against the full amount of any Losses resulting therefrom (subject to the terms and conditions of this Agreement).

  • If the Indemnitor is not reasonably conducting the Third Party Defense in good faith, the Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor and the Indemnitor shall reimburse the Indemnitee promptly for all Losses incurred in connection with such judgment or settlement.

  • The Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense.

  • Whether or not the Indemnitor has assumed the Third Party Defense, the Indemnitor will not be obligated to indemnify the Indemnitee hereunder for any settlement entered into or any judgment that was consented to without the Indemnitor’s prior written consent.

  • Whether or not the Indemnitor has assumed the Third Party Defense, such Indemnitor will not be obligated to indemnify the Indemnitee hereunder for any settlement entered into or any judgment that was consented to without the Indemnitor’s prior written consent.

  • If the Indemnitor assumes the Third Party Defense in accordance with the preceding sentence, the Indemnitor shall be conclusively deemed to have acknowledged that the Third Party Claim is within the scope of its indemnity obligation hereunder and shall hold the Indemnitee harmless from and against the full amount of any Damages resulting therefrom (subject to the terms and conditions of this Agreement).

  • Whether or not the Indemnitor has assumed the Third Party Defense, such Indemnitor will not be obligated to indemnify the Indemnitee hereunder for any settlement entered into or any judgment that was consented to without the Indemnitor’s prior written consent (which consent was not unreasonably withheld, delayed or conditioned).


More Definitions of Third Party Defense

Third Party Defense. As defined in Section 10.3.
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Third Party Defense has the meaning ascribed to such term in Section 8.3(b).
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Third Party Defense is defined in Section 10.5(b).
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Third Party Defense is defined in Section 7.6.
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Third Party Defense with counsel of its choice at the expense of the Indemnifying Party; provided, however, that the Sellers’ Representative shall have the right, at its expense, to participate in (but not control) such Third Party Defense. The Buyer Indemnitee shall conduct the Third Party Defense actively and diligently, and Indemnifying Party will provide reasonable cooperation in the Third Party Defense. The Buyer Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in any manner and on such terms as it may deem appropriate without the consent of the Sellers’ Representative; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Buyer Indemnitee without the consent of the Sellers’ Representative shall not be determinative of the validity of the claim by the Buyer Indemnitee against Indemnifying Party, except with the consent of the Sellers’ Representative (not to be unreasonably withheld or delayed). If no such consent is given by Sellers’ Representative, the validity of such claim shall be determined by good faith negotiation between the Buyer Indemnitee and Sellers’ Representative and, if they are unable to reach a mutually agreed on resolution, by litigation, unless they mutually agree on an alternative form of dispute resolution.
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Related to Third Party Defense

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

  • Third Party Infringement Claim has the meaning set forth in Section 23.5.1.

  • Third Party Infringement has the meaning set forth in Section 5.1.

  • Third Party Items means Third Party Content and Third Party Products.

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

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

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

  • Third Party IPR means any Intellectual Property Rights not belonging to either party to this Agreement but used by the Supplier in the creation of the Deliverables and/or in the course of or in connection with the Project.

  • Third Party IP means the Intellectual Property Rights of any third party that is not a party to this Contract, and that is not a Subcontractor.

  • Third Party Data has the meaning set forth in Section 9.3(a).

  • Infringement Claim has the meaning set forth in Section 8.2(a).

  • Third Party Liability means both of the following:

  • 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.

  • 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).

  • Product Infringement has the meaning set forth in Section 9.4(a).

  • Third Party Action has the meaning set forth in Section 9.2.

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

  • Third Party Consent means any permission, consent, license, agreement, authorization or “right to use” required, from a third party (whether under a Third Party Agreement or otherwise):

  • Third Person Claim has the meaning specified in Section 11.4(a).

  • Third Party Contract means a contract between Metrolinx and any other Person which is in any way related to, impacts or is impacted by the Services and/or the Consultant’s acts or omissions, whether expressly identified to the Consultant or not.

  • BRRD Party means any Underwriter subject to Bail-in Powers.

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

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

  • Independent Third Party means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

  • Third Party Contractor as used in the Student Data Protection Act and “Operator” as used in COPPA. De-Identified Information (DII): De-Identification refers to the process by which the Contractor removes or obscures any Personally Identifiable Information (“PII”) from Education Records in a way that removes or minimizes the risk of disclosure of the identity of the individual and information about them.