Party Claim definition

Party Claim has the meaning given in clause 13.1;
Party Claim has the meaning set forth in Section 7.2(a). "TRADEMARK ASSIGNMENT" has the meaning set forth in Section 3.2(c).
Party Claim has the meaning given in clause 17.2; TINZ Shares has the meaning given in the Background to this Agreement; Transaction means the transaction recorded in this Agreement and the PC Agreement;

Examples of Party Claim in a sentence

  • Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party.

  • 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.

  • 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.

  • The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof.

  • Any such notice shall describe the Third Party Claim in reasonable detail.

  • Each Party is entitled to participate in the defense of a Third Party Claim, and to defend a Third Party Claim with counsel of its own choosing.

  • If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer.

  • In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party.

  • Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b).

  • The Indemnifying Party and the Indemnified Person shall offer each other all reasonable cooperation and assistance in the defense of any Third Party Claim.


More Definitions of Party Claim

Party Claim shall have the meaning given in Section 10.2;
Party Claim that: (a) seeks recovery of Losses claimed by the employees or agents of Distributor or its Affiliates; (b) asserts breach of warranties made by Distributor or its Affiliates to purchasers of the Products in the Territory different from or in addition to those made in by Company in this Agreement with respect to the Products; and/or (c) seeks recovery of damages for injury to persons or damage to property or any other liabilities caused by the willful act, recklessness or negligence of Distributor or its Affiliates, in each case except to the extent that such Losses are subject to indemnification by the Company pursuant to Section 10.1.2.
Party Claim means any claim by a third party against any of the Group Companies which is or may be subject to a claim for compensation pursuant to Clause 8.10 of this Agreement.
Party Claim means a Gart Claim, an MC Claim or a TPH Claim.
Party Claim means any claim asserted by any third party (including any Governmental Agency) against the Investor, the Funds, PEP, the Trust, a Manager or a Group Company or Bain Capital llc, in respect of which a Cordiant Party may xx liable under this agreement; Transaction means the subscription by the Funds and the Trust for Investor Shares, the acquisition by the Investor of Company Shares from the Cordiant Parties on the terms of this agreement and the other actions referred to in clause 2;
Party Claim has the meaning given to such term in Section 11.3;

Related to Party Claim

  • Third Party Claim has the meaning set forth in Section 7.5(a).

  • Third Party Claim Notice has the meaning set forth in Section 10.3(a).

  • 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.

  • First party claimant means an individual, corporation, association, partnership or other legal entity asserting a right to payment under an insurance policy or insurance contract arising out of the occurrence of the contingency or loss covered by such policy or contract;

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

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

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

  • Indemnified Claim has the meaning set forth in Section 8.2.

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

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

  • Liability Claim has the meaning set forth in Section 7.2(a).

  • Direct Claim has the meaning set forth in Section 8.05(c).

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

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Third Party Infringement Claim has the meaning set forth in Section 6.4.

  • Infringement Claim has the meaning set forth in Section 8.2(a).

  • Claim Notice has the meaning set forth in Section 8.4(a).

  • Indemnifiable Claim means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief Executive Officer (“CEO”) (other than as the CEO him or herself)) caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

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

  • Product Liability Claim means a Claim of a Third Party (other than a Claim arising out of use of the Product in a clinical trial) that (i) arises as a result of the use of the Product during the Term that results in personal injury or death or (ii) is in anticipation of or intended to prevent or forestall personal injury or death as a result of the use of the Product during the Term.

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

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

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

  • Tax Claim has the meaning set forth in Section 6.05.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

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