Defended Party definition

Defended Party means the party making such a request. The Defending Party will have no obligations to the Defended Party under this Section 10 unless the Defended Party: (i) provides the Defending Party with prompt written notice of the claim; (ii) provides the Defending Party with all reasonable information and assistance, at the Defending Party’s expense, to defend or settle the claim; and (iii) (subject to the provisos as set forth in Sections 10.1 (ii) and 10.2 (ii)), grants the Defending Party authority and sole control of the defense and settlement of the claim. The Defended Party reserves the right to retain counsel, at the Defended Party’s expense, to participate in the defense and settlement of any such claim.
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Defended Party means the party making such a request. The Defending Party will have no obligations to the Defended Party under this Section 10 unless the Defended Party: (i) provides the Defending Party with prompt written notice of the claim; (ii) provides the Defending Party with all * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement 13 March 25, 2004 reasonable information and assistance, at the Defending Party’s expense, to defend or settle the claim; and (iii) (subject to the provisos as set forth in Sections 10.1 (ii) and 10.2 (ii),) grants the Defending Party authority and sole control of the defense and settlement of the claim. The Defended Party reserves the right to retain counsel, at the Defended Party’s expense, to participate in the defense and settlement of any such claim.
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Defended Party is defined in Section 10.6(c) hereof.
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Examples of Defended Party in a sentence

  • The Defending Party’s obligations under this Section (b) are conditioned upon the Defended Party (i) giving prompt written notice of the Claim to the Defending Party; (ii) permitting the Defending Party to retain sole control of the investigation, defense or settlement of the Claim, and (iii) providing the Defending Party with such cooperation and assistance, as it may reasonably request, from time to time, in connection with the investigation, defense or settlement of the Claim.

  • At a party’s request (the “Defended Party”), the other party (the “Defending Party”) shall, at its own expense, defend or settle any claim, suit, action, or proceeding brought against the Defended Party by a third party which primarily alleges that the Defending Party’s negligent or wrongful acts or omissions have directly harmed such third party (“Claim”).

  • Additionally, the amount payable by the Defending Party to the Defended Party under the first paragraph of this Section 11(b) for the Defended Party’s administrative expenses in handling the Claim shall be reduced in proportion to the Defended Party’s Liability.

  • Company agrees that the Defended Party shall have the right to control and participate in the defense of any such demand, suit or cause of action concerning matters that relate to the Defended Party, and that such suit will not be settled without the Defended Party’s consent, which consent shall not be unreasonably withheld.

  • If, in the Defended Party’s reasonable judgment, a conflict exists in the interests of the Defended Party and Company in such demand, suit or cause of action, the Defended Party may retain its own counsel whose reasonable fees shall be paid by Company.

  • The Defended Party reserves the right to retain counsel, at the Defended Party’s expense, to participate in the defense and settlement of any such claim.

  • The Defended Party shall cooperate with the Defending Party in all reasonable respects in connection with the defense of any such Claim, and the Defending Party shall reimburse the Defended Party for all reasonable out-of-pocket expenses incurred in providing such cooperation.

  • For the purposes hereof, the “Defending Party” shall mean the Party having defense obligations pursuant to the foregoing provisions, the “Defended Party” shall mean the Party and/or all applicable third parties being defended pursuant to the foregoing provisions, and a “Claim” shall mean a claim for which the Defended Party is to be defended pursuant to the foregoing provisions.

  • The Defended Party shall promptly notify the Defending Party in writing, specifying the nature of the Claim and the total monetary amount or other relief sought therein.

  • In fulfilling its defense obligations, the Defending Party may employ counsel of its own choice at its expense; provided, however, the Defended Party shall have the opportunity to participate in its own defense and to engage counsel of its own choice at its own expense.


More Definitions of Defended Party

Defended Party means a Party entitled to defense from the Defending Party under Section 7 (“Third-Party Claims”) of these General Terms and Conditions. Defending Party means a Party obligated to provide defense to the Defended Party under Section 7 (“Third Party Claims”) of these General Terms and Conditions. Documentation means user manuals, training materials, product descriptions and specifications, technical manuals, supporting materials and other information relating to products and services offered by Itron, which Itron customarily makes available to its customers. DRAFT Fees means all amounts payable to Itron by Customer for products and services provided under this Agreement, as set forth in an Order Document or Statement of Work.
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Related to Defended Party

  • Defending Party has the meaning set forth in Section 14.2.3.

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

  • 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).

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

  • 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.

  • Third Party Infringement Claim has the meaning set forth in Section 5.4.

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

  • Covered Party has the meaning assigned to it in Section 9.21.

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

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

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

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

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

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

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Settling Party means any one of, and “Settling Parties” means all of, the parties to the Stipulation, namely Defendants and Plaintiffs (on behalf of themselves and the Settlement Class).

  • Tax Indemnitee as defined in Section 3.01(5).

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

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

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

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

  • Professional Claim means an Administrative Claim of a Professional for compensation for services rendered or reimbursement of costs, expenses, or other charges and disbursements incurred relating to services rendered or expenses incurred after the Petition Date and prior to and including the Confirmation Date.

  • Aggrieved party means a party entitled to pursue a remedy.