Third Party Defense definition
Third Party Defense has the meaning set forth in Section 9.4(b).
Third Party Defense is defined in Section 8.5(c).
Third Party Defense has the meaning set forth in Section 3.3.2.
Examples of Third Party Defense in a sentence
Whether or not the Indemnifying Party has assumed the Third Party Defense, such Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
More Definitions of Third Party Defense
Third Party Defense. As defined in Section 10.3.
Third Party Defense shall have the meaning ascribed to such term in Section 7.5(b).
Third Party Defense is defined in Section 10.5.
Third Party Defense with counsel of its choice at the expense of the Indemnifying Party; provided, however, that the Sellers’ Representative shall have the right, at its expense, to participate in (but not control) such Third Party Defense. The Buyer Indemnitee shall conduct the Third Party Defense actively and diligently, and Indemnifying Party will provide reasonable cooperation in the Third Party Defense. The Buyer Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in any manner and on such terms as it may deem appropriate without the consent of the Sellers’ Representative; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Buyer Indemnitee without the consent of the Sellers’ Representative shall not be determinative of the validity of the claim by the Buyer Indemnitee against Indemnifying Party, except with the consent of the Sellers’ Representative (not to be unreasonably withheld or delayed). If no such consent is given by Sellers’ Representative, the validity of such claim shall be determined by good faith negotiation between the Buyer Indemnitee and Sellers’ Representative and, if they are unable to reach a mutually agreed on resolution, by litigation, unless they mutually agree on an alternative form of dispute resolution.
Third Party Defense with counsel of its choice at the expense of the Indemnifying Party; provided, however, that the Sellers’ Representative shall have the right, at its expense, to participate in (but not control) such Third Party Defense. The Buyer Indemnitee shall conduct the Third Party Defense actively and diligently, and Indemnifying Party will provide reasonable cooperation in the Third Party Defense. The Buyer Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in any manner and on such terms as it may deem appropriate without the consent of the Sellers’ Representative; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Buyer Indemnitee without the consent of the Sellers’ Representative shall not be determinative of the validity of the claim by the Buyer Indemnitee against Indemnifying Party, except with the consent of the Sellers’ Representative (not to be unreasonably withheld or delayed). If no such consent is given by Sellers’ Representative, the validity of such claim shall be determined by good faith negotiation between the Buyer Indemnitee and Sellers’ Representative and, if they are unable to reach a mutually agreed on resolution, by litigation, unless they mutually agree on an alternative form of dispute resolution.