Indemnifying Person definition
Examples of Indemnifying Person in a sentence
The costs and expenses incurred by the Indemnifying Person in connection with such defense (including reasonable out-of-pocket attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Indemnifying Person (subject to the Seller Floor and Seller Maximum Liability, if applicable).
In the event of a conflict of interest between the Indemnifying Person and the Indemnified Person as to the defense of any Third-Party Claim for which indemnification is required hereunder, the Indemnified Person may engage counsel of its own choice to participate in the defense of such Third-Party Claim (which counsel shall be reasonably satisfactory to the Indemnifying Person) at the expense of the Indemnifying Person (subject to the Seller Floor and Seller Maximum Liability, if applicable).
Subject to Section 12.6.4, the Indemnifying Person on behalf of the Indemnified Person shall have the right to elect to assume control of the defense of any Third-Party Claim with counsel reasonably acceptable to the Indemnified Person.
The failure of the Indemnified Person to deliver promptly to the Indemnifying Person a Notice of Third-Party Claim shall not release, waive or otherwise affect the Indemnifying Person’s obligations with respect thereto except to the extent that the Indemnifying Person is actually prejudiced as a result of such failure.
The Indemnified Person and the Indemnifying Person shall render to each other, at the sole cost and expense of the Indemnifying Person (subject to the Seller Floor and Seller Maximum Liability, if applicable) such other assistance and cooperation as may reasonably be required to ensure the proper and adequate defense of such claim or demand.