Indemnified Company Parties definition
Examples of Indemnified Company Parties in a sentence
No claim or action subject hereto may be settled unless the Indemnified Parties or the Indemnified Company Parties, as the case may be, and the indemnifying party consent thereto, such consent not to be unreasonably withheld.
In the event the indemnifying party fails timely to defend, contest or otherwise protect against any such suit, action, investigation, claim or proceeding, the Indemnified Parties or the Indemnified Company Parties, as the case may be, shall have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same.
The Indemnified Parties or the Indemnified Company Parties, as the case may be, shall have the right, but not the obligation, to participate, at their own expense, in the defense thereof through counsel of their own choice and shall have the right, but not the obligation, to assert any and all crossclaims or counterclaims they may have.
The indemnifying party shall be subrogated to the claims or rights of the Indemnified Parties or the Indemnified Company Parties, as the case may be, as against any other persons with respect to any Loss paid by the indemnifying party under this Section 11.04(c).
Notwithstanding anything contained herein to the contrary, the Indemnified Company Parties shall look first to a Contributor’s Common Stock for indemnification under this Section 3.4 and then to Contributor’s other assets.
The Managing Broker-Dealer shall promptly notify the Indemnified Company Parties of the commencement of any litigation or proceedings against the Managing Broker-Dealer or any of the officers or agents of the Managing Broker-Dealer in connection with the Memorandum or the Offering.
Company’s above assumed release, defense and indemnity obligations shall not include Contractor’s defense and indemnity obligations to Parties not included in the definition of Indemnified Company Parties.
The indemnifying party shall be subrogated to the claims or rights of the Indemnified Parties or the Indemnified Company Parties, as the case may be, as against any other persons with respect to any Loss paid by the indemnifying party under this Section 11.05(c).
Notwithstanding anything contained herein to the contrary, the Indemnified Company Parties shall look first to Meruelo Trust’s Common Stock for indemnification under this Section 3.4 and then to Meruelo Trust’s other assets.
Such indemnity shall remain in full force and effect, regardless of any investigation made by any Indemnified Company Parties and shall survive the transfer of any Registrable Securities by a Holder.