Indemnified Associates definition

Indemnified Associates means an indemnified party and its officers, directors, employees, agents, successors, and assigns.
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Examples of Indemnified Associates in a sentence

  • The indemnified party or Indemnified Associate(s) must provide the indemnifying party prompt notice of the Claim and agree to reasonably to cooperate and provide assistance (at indemnifying party’s sole expense) in the defense; provided that failure by the indemnified party to provide prompt notice will relieve the indemnifying party of its obligations only to the extent that the indemnifying party was actually and materially prejudiced by such failure.

  • The indemnifying party will control the defense of any Claim, including appeals, negotiations, and any settlement or compromise thereof; provided that the indemnified party and Indemnified Associates will have the right to reject any settlement or compromise that requires that it or they admit wrongdoing or liability or that subjects it or them to any ongoing affirmative obligations.

  • The Customer shall defend and indemnify ONS and its Indemnified Associates against Indemnified Liabilities under a Third-Party Claim to the extent arising out of or relating to: (a) the Customer’s breach of any representation, warranty, or covenant in this Agreement; (b) the use, misuse, or failure to use the Service by the Customer or a User; and (c) an allegation that Customer Data infringes or misappropriates the Intellectual Property Rights of a third party who is not an Affiliate.

  • ONS shall defend and indemnify the Customer and its Indemnified Associates against Indemnified Liabilities under a Third-Party Claim to the extent arising from an allegation that the Service infringes or misappropriates the Intellectual Property Rights of a third party who is not an Affiliate.

  • Licensee will control the defense of any Claim, including appeals, negotiations, and any settlement or compromise thereof; provided that Entrust and its Indemnified Associates will have the right to reject any settlement or compromise that requires that it or they admit wrongdoing or liability or that subjects it or them to any ongoing affirmative obligations.

  • Entrust or its Indemnified Associates must provide Licensee prompt notice of the Claim and agree to reasonably cooperate and provide assistance (at Licensee’s sole expense) in the defense; provided that failure by Entrust to provide prompt notice will relieve Licensee of its obligations only to the extent that Licensee was actually and materially prejudiced by such failure.

  • Entrust and/or Entrust’s Indemnified Associates may participate in the defense of any Claim for which they are indemnified under this Section 6.2 at their sole expense.

  • Entrust will pay any damages finally awarded by a court of competent jurisdiction against Customer and Xxxxxxxx’s Indemnified Associates or settled by agreement which are attributable to such Claim.

  • Entrust will defend Customer and Xxxxxxxx’s Indemnified Associates against any and all Claims (excluding any Claims brought by Customers, Customer Affiliates, and/or any Users) brought against Customer or Customer’s Indemnified Associates alleging that the Service infringes any third party intellectual property rights.

  • ONS shall defend and indemnify the Customer and its Indemnified Associates against Indemnified Liabilities under a Third-Party Claim to the extent arising from an allegation that the Platform infringes or misappropriates the Intellectual Property Rights of a third party who is not an Affiliate.

Related to Indemnified Associates

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Indemnified Holder As defined in Section 8(a) hereof.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Indemnified Amount has the meaning set forth in Section 8.01.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Indemnified Parties shall have the meaning assigned to such term in Section 7.2.

  • Investor Indemnified Party is defined in Section 4.1.

  • Indemnified Amounts The meaning specified in Section 10.1(a).

  • Holder Indemnified Persons means, with respect to each Holder, such Holder and its Affiliates and directors, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Fund under Section 7 of this Agreement.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Holder Indemnified Parties has the meaning set forth in Section 7(a).

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Holder Indemnified Party is defined in Section 4.1.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.