Indemnified Participant definition

Indemnified Participant has the meaning assigned to it in Subsection 3.7(a) of the Agreement.
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Indemnified Participant has the meaning described in Subsection 2.5.1
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Indemnified Participant has the meaning given to such term in Section 16.2 of this Agreement.
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Examples of Indemnified Participant in a sentence

  • Any settlement or compromise of a matter by the Indemnifying Participant shall include a full release of claims against the Indemnified Participant which has arisen out of the indemnified claim or demand.

  • Each Participant shall indemnify the other Participant, its directors, officers, employees, agents and attorneys or Affiliates (collectively "Indemnified Participant") against any loss, cost, expense, damage or liability (including legal fees and other expenses) arising out of or based on a breach by the Participant ("Indemnifying Participant") of any representation, warranty or covenant contained in this Agreement including, subject to §8.3, a breach of a participant's duties as Manager pursuant to §8.2.

  • The Indemnifying Participant shall have the right, but not the obligation, by notifying the Indemnified Participant within thirty (30) days after its receipt of the Notice of the claim or demand, to assume the entire Control of (subject to the right of the Indemnified Participant to participate, at the Indemnified Participant’s expense and with counsel of the Indemnified Participant’s choice), the defense, compromise, or settlement of the matter.

  • A Material Loss shall not be deemed to have occurred until, in the aggregate, an Indemnified Participant incurs losses, costs, damages or liabilities in excess of One Hundred Thousand Dollars ($100,000) relating to breaches of warranties, representations and covenants contained in this Agreement.

  • A Material Loss shall not be deemed to have occurred until, in the aggregate, an Indemnified Participant incurs losses, costs, damages or liabilities in excess of __________ Dollars ($_____) relating to breaches of warranties, representations and covenants contained in this Agreement.

  • Failure to promptly give such notice or to provide such information and documents shall not relieve the Indemnifying Participant from the obligation hereunder to respond to or defend the Indemnified Participant or its Representatives against such Claim unless such failure shall materially diminish the ability of the Indemnifying Participant to respond to or to defend the Indemnified Participant or its Representatives against such Claim.

  • The Indemnifying Participant shall have the right, but not the obligation, by notifying the Indemnified Participant within thirty (30) days after its receipt of the notice of the claim or demand, to assume the entire control of (subject to the right of the Indemnified Participant to participate, at the Indemnified Participant’s expense and with counsel of the Indemnified Participant’s choice), the defense, compromise, or settlement of the matter.

  • If and to the extent that any such settlement is reasonably likely to involve injunctive, equitable or prospective relief or adversely affect the Indemnified Participant’s or its Representatives’ reputation, business or operations other than as a result of money damages or other money payments, then such settlement will be subject to the reasonable approval of the Indemnified Participant or its Representatives.

  • A Material Loss shall not be deemed to have occurred until, in the aggregate, an Indemnified Participant incurs losses, costs, damages or liabilities in excess of $2,000,000 relating to breaches of warranties, representations and covenants contained in this Agreement.

  • Nothing herein shall prevent an Indemnified Participant or its Representatives from retaining its own legal counsel and other consultants and participating in its own defense at its own cost and expense.


More Definitions of Indemnified Participant

Indemnified Participant has the meaning set out in section 5.4;
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Related to Indemnified Participant

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

  • Investor Indemnified Party is defined in Section 4.1.

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

  • 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.

  • Indemnified Party shall have the meaning set forth in Section 5(c).

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

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

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

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

  • 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).

  • Holder Indemnified Party is defined in Section 4.1.

  • Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.

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

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • 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.

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

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

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

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

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

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

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