Examples of Holdings Indemnified Party in a sentence
For the avoidance of doubt, the foregoing is not intended to limit the ability of a Holdings Indemnified Party to make a claim arising out, based upon or related to fraud and shall not be given any effect in the case of fraud.
For the avoidance of doubt, Holdings obligation to indemnify, defend and hold harmless each Holdings Indemnified Party shall exclude all Losses to which they may become subject as result of all liabilities, obligations and commitments (whether direct or indirect, matured or unmatured, known or unknown, absolute, accrued, contingent or otherwise) arising out or relating to the Remaining Liabilities.
The amount of such payment (and adjustment) shall be equal to the amount of the Loss incurred by the Holdings Indemnified Party on account of the matter for which indemnification is required hereunder less any payments made or to be made to Holdings Indemnified Party under any insurance, indemnity or similar policy or arrangement.
Any obligations of Holdings under the provisions of this Article 10 shall be paid promptly to the applicable Holdings Indemnified Party by Holdings in the manner set forth in Section 10.06 and shall represent a retrospective adjustment to Acquisition Value.
Holdings agrees to indemnify, defend and hold harmless each Holdings Indemnified Party from against all Losses to which they may become subject as result of all liabilities, obligations and commitments (whether direct or indirect, matured or unmatured, known or unknown, absolute, accrued, contingent or otherwise) of Michigan or New LLC arising from any facts in existence, event or activity occurring, prior to the Effective Time, that are not Remaining Liabilities.
For the avoidance of doubt, Marine acknowledges that the right of Holdings or any other Holdings Indemnified Party to any amounts in the Controlled Account pursuant to this Agreement is a non-exclusive remedy, and Marine shall remain liable for any Losses pursuant to Article III to the extent provided in Article III.
Any determination required to be made with respect to whether a Holdings Indemnified Party's conduct complies with the standards set forth in the Certificate of Incorporation or By-Laws (or other comparable governing documents) of Holdings or any of the Holdings Subsidiaries or under the Indemnification Agreements or otherwise shall be made by independent counsel selected by Holdings reasonably satisfactory to the Holdings Indemnified Party (whose fees and expenses shall be paid by Holdings).
The amount of any indemnification payable under Section 3.01 will be calculated net of any insurance proceeds actually received by the applicable Holdings Indemnified Party under the Policy, less any costs and expenses incurred in connection with the recovery of such insurance proceeds (excluding any deductible or retention amount).