Indemnified Investor Parties definition

Indemnified Investor Parties has the meaning set forth in Section 10.04(a).

Indemnified Investor Parties has the meaning set forth in Section 7.1(a).

Examples of Indemnified Investor Parties in a sentence

• Investor Damages shall exclude (i) any amount with respect to which the Indemnified Investor Parties shall be entitled to receive and shall have received payment under any insurance policy which provides coverage for the liability to which such amount relates and (ii) the amount of any tax benefit actually received by the Indemnified Investor Parties as a result of such Investor Damages, after taking into account the tax consequences of the indemnification payment for such Investor Damages.

• Payment of indemnification pursuant to this Article (except for the Unlimited Claims, which claims may be made directly against the Seller or the such escrow fund at the option of the Indemnified Investor Parties, as the case may be, seeking indemnification), shall be made only from such escrow fund.

• The Indemnified Investor Parties shall be entitled to participate in (but not control) the defense of any such action with their counsel and at their own expense.

• Each party agrees to cooperate fully with the other, with such cooperation to include, without limitation, attendance at depositions and the provision of relevant documents as may be reasonably requested by the Seller, provided that the Seller will hold the Indemnified Investor Parties harmless from all of their reasonable expenses, including reasonable attorneys' fees, incurred in connection with such cooperation by the Indemnified Investor Parties.

• Schedule data adhering to this profile will provide transit operators with the ability to exchange schedule data between software systems and equipment, regardless of the product vendor.

• If the Seller thereafter seeks to question the manner in which the Indemnified Investor Parties defended such third party claim or the amount or nature of any such settlement, the Seller shall have the burden to prove by a preponderance of the evidence that the Indemnified Investor Parties did not defend or settle such third party claim in a reasonably prudent manner.

• With respect to any indemnification claims, except for any Unlimited Claims, made by the Indemnified Investor Parties under this Article, the Seller shall have no obligation to indemnify the Indemnified Investor Parties for any Investor Damages which exceed an aggregate cumulative amount equal to the amount, at the time of such claim, in the escrow fund established in accordance with the terms of the Escrow Agreement described in Section 4.4(h).

• Further, with respect to any indemnification claims, except for the Unlimited Claims, made by the Indemnified Investor Parties under this Article, the Seller have no obligation to indemnify the Indemnified Investor Parties until the aggregate cumulative amount of Investor Damages exceeds $250,000; provided that if the aggregate cumulative amounts of Investor Damages exceeds $250,000, this Article X shall provide for payment of indemnification claims for all Investor Damages.

• The Seller shall indemnify and hold harmless the Indemnified Investor Parties in respect of any and all Investor Damages resulting from the EFI Litigation and from any violation by the Seller or the Company of the requirements and provisions of any "bulk-transfer" laws of any jurisdiction in connection with any of the transactions contemplated herein.

• None of the Indemnified Investor Parties shall settle or compromise any claim by a third party for which they are entitled to indemnification hereunder, without the prior written consent of the Seller (which shall not be unreasonably withheld).