Indemnitee Party definition
Examples of Indemnitee Party in a sentence
If any action shall be brought against any Indemnitee Party in respect of which indemnity may be sought pursuant to this Agreement, such Indemnitee Party shall promptly notify the Indemnitor in writing, and the Indemnitor shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnitee Party.
The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Indemnitee Party against the Indemnitor or others and any liabilities the Indemnitor may be subject to pursuant to law.
In such event, the Tax Indemnifying Party shall indemnify and hold harmless such Tax Indemnitee Party, on an After-Tax Basis (but without duplication of payments made by it pursuant to the first sentence of this Section 7.2(b)), from and against the amount of such Tax and all costs and expenses incurred by such Tax Indemnitee Party associated with the payment of such Tax (including reasonable attorney’s fees, penalties and interest).
Each Indemnifying Party and the Indemnitee Party to such arbitration agrees that any decision of the arbitrators shall be final, conclusive and binding and no appeal shall lie therefrom.
For an Indemnification Claim by the Indemnitee Party directly against the Indemnitor, the Indemnitor shall have thirty (30) days after its receipt of written notice from the Indemnitee Party to respond in writing to such Indemnification Claim.
Each Owner (the “Tax Indemnifying Party”) shall indemnify and hold harmless the other Owner (the “Tax Indemnitee Party”), on an after-tax basis, from and against any Taxes (including any interest or penalties) imposed on such Tax Indemnitee Party or the Transmission Facilities or any part thereof, to the extent such Taxes are the responsibility of the Tax Indemnifying Party pursuant to this Article XVII.
Notwithstanding the foregoing, an Indemnifying Party shall not be responsible for any Claim against the Indemnitee Party or its Agents to the extent such Claim results from a violation of any provision of this Agreement or results from any willful misfeasance, bad faith, reckless disregard or gross negligence of the Indemnitee or its Agents in the performance of any of its duties or obligations hereunder.
If requested by the Indemnitor, the Indemnitee Party agrees to reasonably cooperate with the Indemnitor and its counsel in contesting any claim or proceeding that the Indemnitor defends, including, if appropriate, making any counterclaim or cross-complaint.
If an Indemnitee Party wishes to seek indemnification under this Agreement for an Indemnification Claim, the Indemnitee Party shall promptly provide the Indemnitor with written notice of the Indemnification Claim.
Upon receipt of a notice of Assignment, any obligation of the Tax Indemnitee Party to Tax Indemnifying Party shall become an obligation of the Tax Indemnitee Party to Tax Indemnifying Party Lessee.