Third Party Claims has the meaning set forth in Section 11.1.
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 Claim Notice shall have the meaning set forth in Section 6.5(a).
Third Party Claim has the meaning set forth in Section 8.3.
Third Party Infringement Claim has the meaning set forth in Section 9.4.
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.
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.
Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).
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).
Indemnification Claim has the meaning set forth in Section 10.3.
Licensee Indemnitees has the meaning set forth in Section 11.2.
Third Party Infringement has the meaning set forth in Section 5.1.
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.
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.
SpinCo Indemnitees shall have the meaning set forth in Section 4.3.
Licensor Indemnitees has the meaning set forth in Section 9.1.
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Third Party Liability has the meaning ascribed thereto in Section 8.3.2;
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Indemnity Claim has the meaning set forth in Section 8.3.
Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).
Seller Indemnified Party has the meaning set forth in Section 7.2.
Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.
Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.