Indemnity Losses definition
Examples of Indemnity Losses in a sentence
Notwithstanding anything to the contrary contained herein, no holder of Company Units shall be required to agree to be liable for Indemnity Losses in an amount in the aggregate greater than the total consideration received by such holder in connection with such Sale of the Company.
An Indemnified Person that recovers any amount for any Indemnity Losses from any insurance coverage shall reimburse the Company for any amount previously received from the Company for those Indemnity Losses.
No amendment, modification, or repeal of Article Twelve that adversely affects a Indemnified Person’s indemnification rights for Indemnity Losses incurred or relating to a state of facts existing before the amendment, modification, or repeal will apply without the Indemnified Person’s prior written consent.
The Company shall promptly reimburse and may provide advancements to each Indemnified Person for reasonable legal or other expenses incurred in connection with investigating, preparing to defend, or defending any claim, lawsuit, or other proceeding relating to any Indemnity Losses for which such Indemnified Person may be indemnified under Section 12.04.
To the extent available on commercially reasonable terms, the Manager may purchase, at the Company’s expense, insurance to cover Indemnity Losses covered by these indemnification provisions and to cover Indemnity Losses for any Indemnified Person’s breach or alleged breach of the Indemnified Person’s duties.
A decision not to purchase insurance will not affect a Protected Person’s right to indemnification (including the right to be reimbursed, advanced expenses, or indemnified for Indemnity Losses under any other provisions of this Agreement) under this Agreement.
A decision not to purchase insurance will not affect an Indemnified Person’s right to indemnification (including the right to be reimbursed, advanced expenses, or indemnified for Indemnity Losses under any other provisions of this Agreement) under this Agreement.
The Assignee shall indemnify and hold harmless the Seller from and against any and all Indemnity Losses which the Seller may suffer, incur or become subject to as a result of or in connection with (a) any breach of any representation or warranty made by the Assignee in this Agreement and (b) any and all suits, actions, investigations, proceedings, demands, assessments, audits, and judgments arising out of any of the foregoing.
After the Indemnification Basket is exceeded, the Indemnified Parties shall thereafter be entitled to be paid the amount of all Indemnity Losses, subject to the limitations on recovery and recourse set forth herein.
In the event the Indemnifying Party so assumes the conduct and control of any such Third Party Claim, such assumption of the conduct and control by the Indemnifying Party shall conclusively establish for purposes of this Agreement that all Indemnity Losses incurred by the Indemnified Parties in connection with such Third Party Claim are within the scope of and subject to indemnification hereunder subject to the limitations set forth in this Article VI.