Third Party Losses definition

Third Party Losses means Losses resulting from an Action by a Third Party.

Third Party Losses means any and all amounts paid or payable to Third Parties with respect to a Third Party claim, including damages (including all incidental and consequential damages), deficiencies, defaults, awards, settlement amounts, assessments, fines, dues, penalties, costs, liabilities, obligations, taxes, liens, losses, lost profits, fees and expenses (including court costs, interest and reasonable fees of attorneys, accountants and other experts).

Third Party Losses means all liabilities, losses and damages finally awarded to a Third Party by a court, arbitration tribunal or other entity of competent jurisdiction that result from any Claim made or brought against an Indemnitee by or on behalf of such Third Party. Third Party Losses shall include any reasonable direct out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by that Indemnitee while investigating or conducting the defense of such Third Party Claim, regardless whether such Claim is successful.

Examples of Third Party Losses in a sentence

• The New Project Assets Owner also may be exposed to third-party claims of the type discussed above under “Risk of Third Party Losses – Not Caused by Hazardous Substances Or Other Pollution Conditions” based on hazardous substances, pollution or contamination claims.

• The Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Third Party Losses or the discovery of any fact upon which such Indemnified Party intends to base a request for indemnification under Section 14.1, but in no event will the Indemnifying Party be liable for any Third Party Losses that result from any delay in providing such notice which materially prejudices the defense of such Third Party Claim.

• With respect to all other Third Party Losses in connection with Third Party Claims, where the Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 14.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Third Party Loss; provided, however, it obtains the prior written consent of the Indemnified Party (which consent will be at the Indemnified Party’s reasonable discretion).

• Genzyme shall indemnify and hold ViroPharma and its directors, officers, employees and agents harmless from and against all Third Party Losses to the extent arising from (a) the breach of any representation, warranty or covenant of Genzyme under this Agreement, or (b) the negligence, recklessness or willful misconduct of Genzyme or its Affiliates; in each case except to the extent that such Third Party Losses are subject to indemnification by ViroPharma pursuant to Section 7(a) above.

• Takeda will defend the Arrowhead Indemnitees from any Claims described in this Section 13.3 (Third Party Losses for Products) pursuant to Section 13.4 (Indemnification Procedure).

More Definitions of Third Party Losses

Third Party Losses means, with respect to a Person other than a Party and their respective Affiliates, any and all claims by such Person for any and all costs, expenses, liabilities, damages, injuries or other financial losses of any kind or nature, including fines, penalties, claims, awards, judgments, demands, insurance deductibles, court costs and attorneys’ fees.

Third Party Losses means with respect to a Person other than a Party and their respective agents and Personnel, any and all Claims by such Person for any and all costs, expenses, liabilities, damages, injuries or other financial losses of any kind or nature, including fines, penalties, Claims, awards, judgments, demands and insurance deductibles incurred by such Person.

Third Party Losses means any Claims or Damages arising out of or resulting from (i) a Third Party Claim, including any such Claim by a Governmental Authority or (ii) actions taken to investigate, prevent or mitigate a potential Third Party Claim, to the extent such actions (A) are taken by Calpine or any Calpine Transaction Party or (B) are reasonable actions taken by CalBear or any of its Affiliates to investigate, prevent or mitigate potential Third Party Claims arising out of or resulting from a violation of Applicable Law by Calpine or any Calpine Transaction Party for which indemnification would be available under Section 15.1(a)(i)(A), (B), or (E), if after notice of such violation by CalBear or any of its Affiliates, neither Calpine nor any Calpine Transaction Party takes timely, reasonable actions to investigate, prevent or mitigate such potential Third Party Claims.

Third Party Losses means any and all claims, causes of action, suits, proceedings, demands, assessments, judgments, losses, damages, costs, expenses (including, without limitation, attorneys' fees and accountants' fees) and liabilities whatsoever arising out of, related to, resulting from or based upon a Third Party Claim to the extent such amounts would constitute Losses under subparagraphs 10.1(a)(i) through 10.1(a)(iii) had they been incurred directly by Buyer or the Company.

Third Party Losses means Losses incurred as a result of claims brought by Third Parties. “Third Party Subcontractors” has the meaning set forth in Section 3.16.

Third Party Losses shall have the meaning set forth in Section 10.4(c).

Third Party Losses has the meaning set forth in Section 7B.