Indemnified Partner definition
Examples of Indemnified Partner in a sentence
Without prejudice to the provisions of Subsection 2.4.1 above, the Indemnifying Partner shall have the right, but not the obligation, by notifying the Indemnified Partner within thirty (30) days after its receipt of the Notice of the claim or demand, to assume the entire control (subject to the right of the Indemnified Partner to participate at its own expense and with counsel of its own choice) of the defense, compromise, or settlement of a claim or demand.
Any damages to the Assets or business of the Indemnified Partner caused by a failure by the Indemnifying Partner to defend, compromise, or settle a claim or demand in a reasonable and expeditious manner requested by the Indemnified Partner, after the Indemnifying Partner has given Notice that it will assume control of the defense, compromise, or settlement of the matter, shall be included in the damages for which the Indemnifying Partner shall be obligated to indemnify the Indemnified Partner.
Furthermore, it shall not apply if such act or omission occurred as a consequence of the Indemnifying Partner acting in accordance with the instructions or requests of the Indemnified Partner or the Joint Commissioning Board.
In the case of (i) and (ii) above, such settlement only may be made with the written consent of the Indemnified Partner, which consent shall not be unreasonably withheld or delayed.
Each Party (an “Indemnifying Party”) shall indemnify and keep indemnified the other Party (each an “Indemnified Partner”) against any losses suffered by any such Indemnified Partner, as a consequence of any failure of the Indemnifying Party to perform the whole or part of its obligations under the Grant Contract or under this Agreement.
Venture Agreement RoS NV – Suriname Gold 9 Company LLC Any settlement or compromise of a matter by the Indemnifying Partner shall include a full release of claims against the Indemnified Partner which has arisen out of the indemnified claim or demand.
To the extent that the Indemnifying Partner undertakes the defense of such claim in good faith by proceeding diligently at its expense, and without materially impairing the financial conditions or operations of the Indemnified Partner, the Indemnified Partner shall be entitled to indemnity hereunder only if, and to the extent that, such defense is unsuccessful as determined by a final judgment of a court of competent jurisdiction or is settled with the consent of the Indemnifying Partner.
If the Indemnified Partner otherwise assumes the defense of a Claim, it shall have the right to settle such Claim with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.
Any damages suffered by the Indemnified Party caused by a failure of the Indemnifying Partner to defend, compromise, or settle a claim or demand in a reasonable and expeditious manner, after the Indemnified Partner has given notice of such claim, shall be included in the damages for which the Indemnifying Partner shall be obligated to indemnify the Indemnified Party.
The Indemnifying Partner shall have the right, but not the obligation, by notifying the Indemnified Partner as representative of the applicable Indemnified Party within 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 Party to participate, at the Indemnified Partner’s expense and with counsel of the Indemnified Party’s choice) the defence, compromise or settlement of the matter.