Indemnifying Entity definition
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.
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.
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 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 Indemnifying Entity has taken all necessary action to authorize the execution, delivery and performance of this Agreement in accordance with its terms.
Neither the Indemnifying Entity nor the Indemnified Entity shall enter into any settlement of any claim subject to indemnification without the mutual written consent between these two parties.
There is no legal impediment to the execution, delivery and performance by the Indemnifying Entity of this Agreement.
The maximum collective liability of the Sellers and the Indemnifying Entity under this Agreement shall not exceed 10% of Purchase Price in the aggregate (the “Indemnity Amount”).
The Indemnifying Entity has full power to enter into and perform its obligations under this Agreement and it can do so without the consent of any other person.