Examples of Assignee Indemnitees in a sentence
Xxxxxx I; provided that (a) the Assignee Indemnitees comply with the procedure set forth in Section 7.3; and (b) such indemnity shall not apply to the extent Assignee has an indemnification obligation pursuant to Section 7.1 for such Loss.
Except for the rights of the Xxxxxx Estate Indemnitees and the Assignee Indemnitees as expressly provided in Article 7 of this Agreement, no provision of this Agreement shall be deemed or construed in any way to result in the creation of any rights or obligation in any Third Party.
In addition to the Obligations retained by Assignor as provided elsewhere herein, Assignee does not assume and Assignor expressly retains, and will hold the Assignee Indemnitees harmless from and indemnify the Assignee Indemnitees for any cost, expense or liability from, the application to an Assignee Indemnitee or any of its Affiliates of the following provisions of the Asset Purchase Agreement that pertain to the "Purchasers as defined in the Asset Purchase Agreement.
As used in this Article VII, "Assignee Indemnitees" means Assignee and Assignee's successors and assigns and purchasers (including any Person who at any time purchases ORRI Hydrocarbons), all of their respective Affiliates, and all of their officers, directors, agents, beneficiaries, trustees, attorneys and employees.
Notwithstanding the foregoing, the Assignor shall not be obligated to indemnify the Assignee or any Assignee Indemnitee for losses arising solely out of the Assignee' or such Assignee Indemnitee's willful misconduct or fraudulent actions.