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 ‎9.5(b).
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Third Party Defense has the meaning set forth in Section 3.3.2.
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Examples of Third Party Defense in a sentence

  • In connection with the activities set forth in Section 7.5.1 (Third Party Defense or Counterclaim), each Party shall consult with the other as to the strategy for the defense of the Licensed Patents.

  • The Indemnitor shall be entitled to participate in such Third Party Claim and shall have the right to defend, conduct and control the defense of the Third Party Claim (“Third Party Defense”) with counsel of its choice; provided, however, that the Indemnitee shall have the right, at the Indemnitee’s expense, to participate in (but not control) such Third Party Defense.

  • If the Indemnitor assumes a Third Party Defense, it will take all steps necessary in the defense, prosecution, or settlement of such claim or litigation and will hold all Indemnitees harmless from and against all Losses caused by or arising out of any settlement thereof (other than such Indemnitee's expenses of participation in such defense, prosecution or settlement).

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

  • 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 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 defend, conduct and control the defense of the Third Party Claim (“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.

  • In any Third Party Defense in which more than one Stockholder is an Indemnitor, the Representative shall act on behalf of all Stockholder Indemnitors.

  • 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 (not to be unreasonably withheld, conditioned or delayed).

  • 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).


More Definitions of Third Party Defense

Third Party Defense. As defined in Section 10.3.
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Third Party Defense is defined in Section 10.5(b).
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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. 56
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Third Party Defense shall have the meaning ascribed to such term in Section 7.5(b).
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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 6.4.

  • 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 means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright.

  • Third Party Liability has the meaning ascribed thereto in Section 8.3.2;

  • 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 means any suit or proceeding by a person or entity other than a Party for which indemnification may be sought by a Party under Article VII.

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

  • Third Party Consent means any Consent of a Person other than a Governmental Authority.

  • 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 party to this Agreement subject to the Bail-in Legislation.

  • 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.