Common use of Acts of the Indemnified Party Clause in Contracts

Acts of the Indemnified Party. (A) No claim shall lie against the Indemnifying Party under the Mutual Indemnities to the extent that such claim is wholly or partly attributable to: (i) any voluntary act, omission, transaction or arrangement carried out by the Indemnified Party or on its behalf or by persons deriving title from the Indemnified Party on or after Completion; or (ii) any admission of liability made after the date hereof by the Indemnified Party or on its behalf or by persons deriving title from the Indemnified party on or after Completion. (B) The Indemnifying Party shall not be liable for any claims under the Mutual Indemnities which would not have arisen but for any reorganisation or change in ownership of the Indemnified Party’s Group after Completion or any changes in the accounting basis on which any of the companies in the Indemnified Party’s Group values its assets or any other change in accounting policy or practice of any member of the Indemnified Party’s Group after Completion.

Appears in 4 contracts

Samples: Investment Agreement (Jackson Financial Inc.), Demerger Agreement (Jackson Financial Inc.), Demerger Agreement (Jackson Financial Inc.)

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Acts of the Indemnified Party. (A) 14.1 No claim shall lie against the Indemnifying Party under the RB Indemnities or the Mutual Indemnities (as the case may be) to the extent that such claim is wholly or partly attributable to: (iA) any voluntary act, omission, transaction or arrangement carried out by the Indemnified Party or on its behalf or by persons deriving title from the Indemnified Party on or after Completion; or (iiB) any admission of liability made after the date hereof by the Indemnified Party or on its behalf or by persons deriving title from the Indemnified party Party on or after Completion. (B) 14.2 The Indemnifying Party shall not be liable for any claims under the RB Indemnities or the Mutual Indemnities (as the case may be) which would not have arisen but for any reorganisation or change in ownership of the Indemnified Party’s Group after Completion or any changes in the accounting basis on which any of the companies in the Indemnified Party’s Group values its assets or any other change in accounting policy or practice of any member of the Indemnified Party’s Group after Completion.

Appears in 2 contracts

Samples: Demerger Agreement, Demerger Agreement (Indivior PLC)

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Acts of the Indemnified Party. (A) 14.1. No claim shall lie against the Indemnifying Party under the Mutual Indemnities lndemnities to the extent that such claim is wholly or partly attributable to: (i) 14.1.1. any voluntary act, omission, transaction or arrangement carried out by the Indemnified Party or on its behalf or by persons Persons deriving title from the Indemnified Party on or after Completion; or (ii) 14.1.2. any admission of liability made after the date hereof by the Indemnified Party or on its behalf or by persons Persons deriving title from the Indemnified party Party on or after Completion. (B) 14.2. The Indemnifying Party shall not be liable for any claims under the Mutual Indemnities lndemnities which would not have arisen but for any reorganisation or change in ownership of the Indemnified Party’s Group after Completion (other than the Reorganisation) or any changes in the accounting basis on which any of the companies in the Indemnified Party’s Group values its assets or any other change in accounting policy or practice of any member of the Indemnified Party’s Group after Completion.

Appears in 1 contract

Samples: Demerger Agreement (Prothena Corp PLC)

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