Non-Third Party Claims definition

Non-Third Party Claims shall have the meaning set forth in Section 12.4(b).
Sample 1

Examples of Non-Third Party Claims in a sentence

  • In case of Non-Third Party Claims, the payment of the indemnification shall be made by the Indemnified Party within fifteen (15) days counted from the date of the receipt of the Notice of Indemnification.

  • Each of the Indemnitors agrees that it will be bound, with respect to the indemnity in this Section 2, by each of the provisions set forth in Sections 8.3 (Survival); 8.4 (Third Party Claims); 8.5 (Treatment of Materiality), 8.6 (Waiver of Rights to Subrogation), 8.7 (Investigation), 8.8 (Calculation of Losses), 8.9 (Non-Third Party Claims) and 8.10 (Interest) of the Assignment and Assumption Agreement to the same extent as if such Indemnitor were the Transferor.

  • INDEMNIFICATION 45 Section 8.1. Indemnification by Transferor 45 Section 8.2. Indemnification by Newco and Transferee 47 Section 8.3. Survival 48 Section 8.4. Third Party Claims 48 Section 8.5. Treatment of Materiality 50 Section 8.6. Waiver of Rights to Subrogation 50 Section 8.7. Investigation 50 Section 8.8. Calculation of Losses 50 Section 8.9. Non-Third Party Claims 51 Section 8.10.

  • Section 10.5 Indemnification Procedures for Non-Third Party Claims 73 Section 10.6 Certain Limitations on Remedies.

  • SECTION 8.7. Procedures Relating to Non-Third Party Claims.................

  • The Representative shall act on behalf of all Sellers as Indemnifying Parties in the case of all Non-Third Party Claims with respect to which a Purchaser Indemnified Party is seeking indemnification pursuant to Section 11.02(a) or Section 13.05(a).

Related to Non-Third Party Claims

  • 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 has the meaning set forth in Section 8.3.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Third Party Infringement Claim has the meaning set forth in Section 9.4.

  • Third Party Infringement has the meaning set forth in Section 5.1.

  • Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).

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

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

  • 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.

  • 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.

  • Indemnifying Party Information All information in the Prospectus Supplement or any amendment or supplement thereto (i) contained under the headings "Summary--Relevant Parties--Responsible Party "The Mortgage Loan Pool--Underwriting Guidelines" and (ii) regarding the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties (but in the case of this clause (ii), only to the extent any untrue statement or omission of a material fact arose from or is based upon errors or omissions in the information concerning the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties, as applicable, provided to the Depositor or any affiliate by or on behalf of the Indemnifying Party), [and static pool information regarding mortgage loans originated or acquired by the seller [and included in the Prospectus Supplement, the Offering Circular or the Comp Materials][incorporated by reference from the Seller's website at [________]].

  • Licensor Indemnitees has the meaning set forth in Section 9.1.

  • Licensee Indemnitees has the meaning set forth in Section 11.2.

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

  • Independent Third Party means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • 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.

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

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

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Third Party Data has the meaning set forth in Section 9.3(a).

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Investor Indemnified Party is defined in Section 4.1.