Third Party Claim definition
Examples of Third Party Claim in a sentence
If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been prejudiced by such failure of the Indemnified Party.
Except as set forth in Section 19(c), the Indemnitor has the right to assume and conduct the defense of a Third Party Claim (at the Indemnitor’s sole expenses) with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, which right shall be exercisable by indicating the assumption and conduct of the defense of the Third Party Claim in writing in the Claim Response.
In no event shall the Indemnitor be liable for punitive, exemplary, or special damages, except to the extent such damages are actually awarded and payable to a third party in connection with a Third Party Claim.
Notwithstanding the foregoing, the Indemnitor may, without the prior consent of the Indemnitee, settle any Third Party Claim that (i) involves only the payment of monetary damages (all of which shall be paid by or on behalf of the Indemnitor), (ii) provides for an unconditional release of the Indemnitee from all liability with respect to such claim, and (iii) does not include any admission of wrongdoing by the Indemnitee.
Indemnitor shall keep the Indemnitee informed as to the status of any Third Party Claim, including all settlement negotiations and offers, subject to preservation of all applicable privileges and protections (including the attorney-client privilege and work product doctrine).