Indemnifying Entity definition

Indemnifying Entity has the meaning given to that term in Section 9.04(a).
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Indemnifying Entity means Kafig Pty Ltd ACN 005 137 879 or such other entity that the Indemnifying Entity may nominate from time to time to replace it as the Indemnifying Entity to comply with its unfulfilled obligations pursuant to this Agreement.
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Indemnifying Entity has the meaning set forth in Section ‎8.03(a).
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Examples of Indemnifying Entity in a sentence

  • Each Indemnified Entity shall make available to the Indemnifying Entity all information reasonably available to such Indemnified Entity relating to such Claim, except as may be prohibited by applicable Law.

  • Such Indemnified Entity shall cooperate with the Indemnifying Entity in a reasonable manner, at the sole cost and expense of the Indemnifying Entity, in presenting any subrogated right, defense or Claim.

  • If the Indemnifying Entity elects to defend any such Claim, then the Indemnified Entity shall be entitled to participate in such defense with counsel reasonably acceptable to the Indemnifying Entity, at such Indemnified Entity’s sole cost and expense.

  • The failure or delay to so notify the Indemnifying Entity shall not relieve the Indemnifying Entity of any obligation or liability that it may have to the Indemnified Entity, except to the extent that the Indemnifying Entity demonstrates that its ability to defend or resolve such Claim is adversely affected thereby.

  • If the Indemnifying Entity elects to assume control of the defense and investigation of any such Claim, then the Indemnified Entity shall be entitled to participate in (but not control) such defense and investigation with counsel reasonably acceptable to the Indemnifying Entity at such Indemnified Entity’s sole cost and expense.

  • Notwithstanding the foregoing, the maximum collective liability of the Sellers and the Indemnifying Entity with respect to any claim for indemnity based on any of Sections 4.01, 4.02, 4.05, 4.06, 6.01, 6.02, 6.03, 6.18, 6.19(a), 7.01, 7.02, 7.05, and 8.01 (c), (f) and (o) or any Excluded Liability shall not be the Indemnity Amount but shall not exceed the Purchase Price.

  • The Indemnified Entity shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Entity.

  • If the Indemnifying Entity assumes the defense of such claim or litigation, the Indemnified Entity may participate in such defense at the Indemnified Entity's expense, which shall include counsel of its choice.

  • Each Indemnified Entity shall make available to the Indemnifying Entity all information that is reasonably required by the Indemnifying Entity and reasonably available to such Indemnified Entity relating to such action or claim, except as may be prohibited by applicable Law or as would compromise any applicable attorney/client privilege.

  • Such cooperation shall include the retention and (upon the Indemnifying Entity's request) the provision to the Indemnifying Entity of records and information that are reasonably requested by the Indemnifying Entity or that are reasonably relevant to such claim or litigation, and making employees available on a mutually convenient basis during normal business hours to provide reasonable additional information and explanation of any material provided hereunder.

Related to Indemnifying Entity

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

  • Indemnifying Parties has the meaning set forth in Section 6.08(b).

  • Indemnifying Person shall have the meaning set forth in Section 5(c) hereof.

  • Indemnifying Persons means and includes the Seller Indemnifying Persons or the Purchaser Indemnifying Persons, as the case may be.

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

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

  • Indemnitor has the meaning set forth in Section 12.3.

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

  • 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).

  • Indemnifying Party Information [(A)] All information in the Prospectus Supplement, the Offering Circular or any Free Writing Prospectus or any amendment or supplement thereto (i) contained under the headings "Summary--Relevant Parties--Responsible Party [and Servicer,"] "The Mortgage Loan Pool--Underwriting Guidelines" [and "The Servicer"] and (ii) regarding the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties (but in the case of this clause (ii), only to the extent any untrue statement or omission arose from or is based upon errors or omissions in the information concerning the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties, as applicable, provided to the Depositor or any affiliate by or on behalf of the Indemnifying Party) [and (B) static pool information regarding mortgage loans originated or acquired by the Seller [and included in the Prospectus Supplement, the Offering Circular, the ABS Informational and Computational Materials or the Free Writing Prospectus or any amendment or supplement thereto][incorporated by reference from the website located at ___________]].

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

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

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

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

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

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

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

  • First party claimant means an individual, corporation, association, partnership, or other legal entity asserting a right to payment as a covered person under an insurance policy or insurance contract arising out of the occurrence of the contingency or loss covered by such a policy or contract.

  • Indemnitors has the meaning given to such term in Section 5(h).

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

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Investor Indemnified Party is defined in Section 4.1.

  • 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.

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

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.