Third Party Indemnity Claim definition

Third Party Indemnity Claim has the meaning ascribed to such term in Section 6.4(a).

Third Party Indemnity Claim has the meaning set forth in Section 12.2 of this Agreement.

Third Party Indemnity Claim means any and all Liabilities which arise out of or result from (i) any claims or actions asserted against an Indemnitee by a third party, (ii) any rights of a third party asserted against an Indemnitee, or (iii) any Liabilities of, or amounts payable by an Indemnitee to a third party arising out of clauses (i) or (ii).

Examples of Third Party Indemnity Claim in a sentence

• Any claim by an indemnified party with respect to any Damages which do not result from a Third Party Indemnity Claim (a “Direct Claim”) will be asserted by giving the indemnifying party reasonably prompt written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable.

• The indemnified party agrees to afford the indemnifying party and its counsel the opportunity to be present at, and to participate in, conferences with all Persons, including Governmental Authorities, asserting any Third Party Indemnity Claim against the indemnified party or conferences with representatives of or counsel for such Persons.

• If such equitable relief or other relief portion of the Third Party Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

• At no cost or expense to the indemnified party, the indemnifying party shall cooperate with the indemnified party and its counsel in contesting any Third Party Indemnity Claim.

• If requested by the indemnifying party, the indemnified party agrees to cooperate with the indemnifying party and its counsel in defending against any Third Party Indemnity Claim that the indemnifying party elects to defend or, if appropriate, in making any counterclaim against the person asserting the Third Party Indemnity Claim, or any cross-complaint against any person, and the indemnifying party will reimburse the indemnified party for any expenses incurred by it in so cooperating.

• If requested by the indemnifying party, the indemnified party agrees to cooperate with the indemnifying party and its counsel in contesting any Third Party Indemnity Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the person asserting the Third Party Indemnity Claim, or any cross-complaint against any person, and the indemnifying party will reimburse the indemnified party for any expenses incurred by it in so cooperating.

• Likewise, at no cost or expense to the indemnified party, the indemnifying party shall cooperate with the indemnified party and its counsel in the foregoing scenarios with respect to any Third Party Indemnity Claim.

• If the indemnifying party does not elect to contest any such Third Party Indemnity Claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party.

• If the indemnifying party does not elect to defend any such Third Party Indemnity Claim, the indemnified party may pursue such defense and the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party.

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More Definitions of Third Party Indemnity Claim

Third Party Indemnity Claim has the meaning set forth in the HPI License Agreement.

Third Party Indemnity Claim is as defined in Section 10.3.

Third Party Indemnity Claim has the meaning specified in Section 7.04.

Third Party Indemnity Claim means any actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees and/or rulings by any third party which is the subject of an Indemnity except for those involving or relating to:-