Manager Indemnified Party definition
Examples of Manager Indemnified Party in a sentence
The indemnification provided for in Section 6.01(b) shall not apply to the extent any such losses, liabilities, damages, costs and expenses are incurred as a result of any fraud, gross negligence, bad faith or reckless or willful misconduct on the part of a Manager Indemnified Party.
However, failure to notify the Manager of any claim shall not relieve the Manager from any liability which it may have to any Manager Indemnified Party against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph, and shall not release it from such liability under this paragraph unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the Manager of substantial rights and defenses.