Third Party Action definition

Third Party Action means any suit or proceeding by a person or entity other than a Party for which indemnification may be sought by a Party under Article VI.

Third Party Action means any written assertion of a claim, or the commencement of any action, suit, or proceeding, by a third party as to which any person believes it may be an Indemnified Person hereunder.

Third Party Action means any claim or action made by a Third Party against a Party that claims that a Licensed Product, or its use, Development, manufacture or sale infringes such Third Party’s intellectual property rights.

Examples of Third Party Action in a sentence

• An Indemnified Party wishing to assert a claim for indemnification under this Agreement that does not involve a Third-Party Action shall deliver to the Indemnifying Party a Claim Notice as promptly as practicable after becoming aware of the basis for such claim; provided, however, that the failure to deliver a Claim Notice shall not relieve the Indemnifying Party from any of its obligations under this Article VIII except to the extent the Indemnifying Party is adversely prejudiced by such failure.

• The Indemnified Party shall not agree to any settlement or compromise of any such Third-Party Action without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

• All claims for indemnification made under this Agreement arising out of a Third-Party Action shall be made in accordance with the following procedures.

• If the Indemnifying Party elects not to assume, or does not timely assume control of, such defense, the Indemnified Party shall control the defense against, or may otherwise seek to negotiate or settle such Third-Party Action.

• The respective parties and their counsel shall reasonably cooperate with the other parties in the defense or prosecution of any Third-Party Action, including providing copies of or reasonable access to all relevant correspondence, records, documents, testimony and information in connection with the defense, negotiation or settlement thereof and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith.

More Definitions of Third Party Action

Third Party Action has the meaning set forth in Section 9.2.

Third Party Action has the meaning set forth in Section 8.3(a).

Third Party Action means any Legal Proceeding by a Person other than a party for which indemnification may be sought by the Buyer under Article VIII.

Third Party Action has the meaning set forth in Section 12.6.3.

Third Party Action shall have the meaning set forth in Section 10.4(a).

Third Party Action shall have the meaning assigned to it in Section 14(a) hereof.

Third Party Action means any suit or proceeding by a Person other than a Party for which indemnification may be sought by an Indemnified Person under Article IX.