Defense Election definition

Defense Election has the meaning set forth in Section 14.4(a) of this Agreement.
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Defense Election has the meaning established in Section 9.2(b).
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Defense Election has the meaning set forth in Section 8.7(c)(i).
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Examples of Defense Election in a sentence

  • If the Indemnifying Party intends to undertake to defend an action or claim against an Indemnified Party, then the Indemnifying Party shall give a written notice (a "Defense Election Notice") to the Indemnified Party of its intention to do so within thirty (30) days of the Indemnification Notice to which such action or claim relates.

  • If AGTC notifies LICENSEE that it will not make an [***] Defense Election, or if AGTC does not respond within such five (5) day period, LICENSEE shall have the sole right to defend such action, in its own name, and any such defense shall be at LICENSEE’s expense.

  • Unless and until the Indemnifying Party delivers a Defense Election to the Indemnified Party, the Indemnifying Party shall be liable for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any Third Party Claim subject to indemnification hereunder.

  • If AGTC fails to defend against any such action for which AGTC has made an [***] Defense Election, then AGTC shall provide LICENSEE with sufficient notice to enable LICENSEE to assume the defense of such action, and shall indemnify LICENSEE against any Liabilities arising from AGTC’s failure to provide such timely notice or any action or inaction that prejudices LICENSEE’s ability to defend such action.

  • If any Indemnifying Party shall undertake to defend a claim asserted by a person not a party to this Agreement, it shall tender a notice (a "Defense Election Notice") to the Indemnified Party of its intention to do so within ten (10) business days of the Indemnification Notice to which it relates.

  • If Indemnitor does not deliver a Defense Election Notice to Indemnitee during the applicable Election Time Period, Indemnitee will have the right to assume responsibility for and control such defense and, without limiting Indemnitor’s obligations under Section 9.1 or 9.2, Indemnitor will reimburse Indemnitee for all costs and expenses and other Damages, including reasonable attorneys’ fees, incurred by Indemnitee in undertaking such defense.

  • Notwithstanding anything herein to the contrary, if the Indemnifying Party does not give a Defense Election Notice within ten (10) business days of the Indemnification Notice, the Indemnified Party shall be free, in its sole discretion, to defend, compromise, or settle the claim for which indemnification is sought, and the Indemnifying Party shall pay all Losses incurred by the Indemnified Party arising from or relating to such Losses.

  • If any Indemnifying Party shall undertake to compromise or defend any such asserted liability, it shall give a notice ("Defense Election Notice") to the Indemnified Party of its intention to do so within thirty (30) business days of the Indemnification Notice to which it relates.

  • If the Purchaser shall undertake to defend a claim asserted by a Person not a party to this Agreement, it shall give a notice (a "Defense Election Notice") to the Seller of its intention to do so within twenty (20) business days of the Indemnification Notice to which it relates.

  • Notwithstanding anything herein to the contrary, if the Purchaser does not give a Defense Election Notice within twenty (20) business days of the Indemnification Notice, the Seller shall be free, in its sole discretion, to defend, compromise, or settle the claim for which indemnification is sought, and the Purchaser shall pay all Losses incurred by the Seller arising from or relating to such Losses.

Related to Defense Election

  • 10) Election has the meaning set forth in Section 6.05(a).

  • Section 336(e) Election has the meaning set forth in Section 7.06.

  • LCA Election has the meaning specified in Section 1.09(a).

  • Notice of Election means the one or more notices of election (in such form as the Manager may approve) which the Manager will, at its discretion, send to each Unitholder and through which each Unitholder may indicate whether they wish to participate in the Distribution Reinvestment Plan.

  • Election means an election by a constituency, or by a class within a constituency, to fill a vacancy among one or more posts on the council of governors;

  • Election Form means the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

  • Notice of Claim has the meaning set forth in Section 9.4(a).

  • LCT Election has the meaning assigned to such term in Section 1.06.

  • Form of Election has the meaning assigned in Section 3.3(b).

  • Deferral Notice has the meaning set forth in Section 3(i) hereof.

  • Claims Notice has the meaning set forth in Section 9.3(a).

  • Deferral Election means the Participant’s election under Section 3.1 to defer all or a portion of his or her Compensation.

  • Distribution Election With respect to any Series, as specified in the related Supplement.

  • Election Period means the period immediately preceding the beginning of each Plan Year established by the Administrator, such period to be applied on a uniform and nondiscriminatory basis for all Employees and Participants. However, an Employee's initial Election Period shall be determined pursuant to Section 5.1.

  • Election Notice has the meaning set forth in Section 11.01(b).

  • Notification of Claim means the process of intimating a claim to the insurer or TPA through any of the recognized modes of communication.

  • Exchange Election shall have the meaning specified in Section 14.12(a).

  • Contested Election means any election of Directors in which the number of persons nominated for election as Directors in accordance with Section 7 of Article I exceeds the number of Directors to be elected, with the determination that any election of Directors is a Contested Election to be made by the Secretary or other officer of the Fund prior to the time the Fund mails its initial proxy statement in connection with such election of Directors. If, prior to the time the Fund mails its initial proxy statement in connection with such election of Directors, one or more persons nominated for election as a Director are withdrawn such that the number of persons nominated for election as Director no longer exceeds the number of Directors to be elected, such election shall not be considered a Contested Election.