Heritage Officer definition
Examples of Heritage Officer in a sentence
Acquiror shall notify the Heritage Officer of its assumption of the defense of such claim; and after such notice from Acquiror to the Heritage Officer, Acquiror shall not be liable to the Heritage Officer for indemnification under Section 5.13(b) of the Merger Agreement for any legal expenses of other counsel or any other expenses of defense subsequently incurred by such indemnified party.
In the event a claim arises for which indemnification is or may be sought by the Heritage Officer, the Heritage Officer shall promptly notify Acquiror, in writing at the address set forth in Section 3 hereof, of the commencement of such legal action or existence of and facts relating to such claim.
The Heritage Officer agrees to cooperate in the defense of any action for which indemnification is sought under Section 5.13(b) of the Merger Agreement.
For purposes of this Agreement, the termination of any claim, action, suit or proceeding by judgment, order, settlement (whether with or without court approval) shall not of itself create a presumption that the Heritage Officer did or did not meet any particular standard of conduct or that a court has determined that indemnification is not permitted by applicable law.
The Heritage Officer further acknowledges and agrees that he shall have no claim against Acquiror for any amount that, when aggregated with indemnification amounts paid by Acquiror to other Heritage Officers that would be subject to the Indemnification Cap as provided in the Merger Agreement (the “Capped Amount”), exceeds the Indemnification Cap (as defined in the Merger Agreement).
Except as expressly permitted by Acquiror, the Heritage Officer shall not object to the production or use of any documents heretofore prepared by or of information provided to Acquiror legal counsel on the basis of any claim of privilege that is available only to Heritage or Acquiror; provided, however, that Acquiror agrees that it will not, without the consent of the Heritage Officer, waive any applicable privilege of the Heritage Officer.
Upon receipt of such notice, or at any time thereafter, Acquiror shall be entitled to participate therein and, in its sole discretion, to assume the defense of such claim, with counsel of its choice, subject to the reasonable approval of the Heritage Officer, and to consider and decide on any proposed settlement, subject to the reasonable approval of the Heritage Officer.
Acquiror shall not be liable under this Agreement to make any payment in connection with any claim against the Heritage Officer to the extent the Heritage Officer has otherwise actually received payment (under any insurance policy, certificate of incorporation, bylaw provision or otherwise) of amounts otherwise indemnifiable hereunder.
The Heritage Officer hereby expressly acknowledges and agrees that Acquiror shall not be liable in the aggregate for more than the Indemnification Cap (as defined in the Merger Agreement) in connection with its obligations under Section 5.13(b) of the Merger Agreement.
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