the Indemnifying Party definition

the Indemnifying Party s choice reasonably satisfactory to the Indemnified Party upon notification to the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim. The Indemnifying Party shall use its best efforts to conduct the defense of the Third Party Claim actively and diligently.
Sample 1

Examples of the Indemnifying Party in a sentence

  • The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure.

  • If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party.

  • If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf.

  • The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party.

  • In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses.

  • Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact.

  • If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim.

  • Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party.

  • If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party.

  • Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party.

Related to the Indemnifying Party

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

  • 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).

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

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

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

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Indemnifying Party Information All information in the Prospectus Supplement or any amendment or supplement thereto (i) contained under the headings "Summary--Relevant Parties--Responsible Party "The Mortgage Loan Pool--Underwriting Guidelines" and (ii) regarding the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties (but in the case of this clause (ii), only to the extent any untrue statement or omission of a material fact arose from or is based upon errors or omissions in the information concerning the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties, as applicable, provided to the Depositor or any affiliate by or on behalf of the Indemnifying Party), [and static pool information regarding mortgage loans originated or acquired by the seller [and included in the Prospectus Supplement, the Offering Circular or the Comp Materials][incorporated by reference from the Seller's website at [________]].

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

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

  • 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.

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

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

  • Third Party Claim has the meaning set forth in Section 7.05(a).

  • Investor Indemnified Party is defined in Section 4.1.

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Indemnified Person has the meaning set forth in Section 11.3.

  • 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).

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Indemnitor has the meaning set forth in Section 12.3.

  • Holder Indemnified Party is defined in Section 4.1.

  • Indemnification Claim has the meaning set forth in Section 10.3.