Examples of Indemnified Party in a sentence
The Indemnified Party may participate in such defense at its own expense.
The Indemnified Party shall give Grantee prompt notice of any Loss under Section 9.1 and Grantee shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee if representation of such Indemnified Party by the counsel retained by Xxxxxxx would be inappropriate due to conflicts of interest between such Indemnified Party and Grantee.
The Indemnified Party shall, at the Indemnifying Party’s request and expense, give the Indemnifying Party reasonable assistance in connection with such negotiations and litigation.
For purposes of this Section 9.4, the Indemnifying Party’s obligation to indemnify the Indemnitees for Taxes shall include any reasonable costs to defend such Taxes incurred or paid by the Indemnitees so long as such costs were incurred or paid after the Indemnified Party has provided the Indemnifying Party with the notice of proposed or actual adjustment required under this Section 9.4 and prior to the time when the Indemnifying Party has assumed control of the defense of such Taxes.
An Indemnified Party's failure to notify Grantee promptly of any Loss shall not relieve Grantee of any liability to such Indemnified Party pursuant to Section 9.1, unless such failure materially impairs Grantee’s ability to defend such Loss.