Examples of Member Indemnified Party in a sentence
If such a recovery is received by an a Member Indemnified Party after it receives payment or other credit under this Agreement with respect to indemnified Losses, then a refund equal to the aggregate amount of such recovery shall be made promptly to Parent.
Notwithstanding any of the foregoing to the contrary, the provisions of this Section 11.2 will not be construed so as to relieve (or attempt to relieve) an Indemnified Party of any liability, to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but will be construed so as to effectuate the exculpation of the Member Indemnified Party to the fullest extent permitted by law.
Each Claim Notice shall describe in reasonable detail the facts known to such Contributing Member Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom.
The preceding sentence shall not apply to Damages resulting from the bad faith, fraud or willful misconduct of such Member Indemnified Party.
Unless prohibited by Law, such Contributing Member Indemnified Party shall deliver to the Company or the OP, promptly after such Contributing Member Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Contributing Member Indemnified Party relating to a Third Party Claim (as hereinafter defined).
The termination of any action by judgment, order or settlement shall not, of itself, create a presumption that such Member Indemnified Party did not act in such a manner as to deny the rights of indemnification provided for herein.
The obligation of the Company to indemnify a Member Indemnified Party shall be conditioned upon the conduct of such Member Indemnified Party having been performed in good faith and in a manner reasonably believed by it to be within the scope of authority granted to it by this Operating Agreement and not constituting fraud, deceit, gross negligence, wanton or reckless misconduct or a wrongful taking by such Member Indemnified Party.
All claims by a Class B Member Indemnified Party for indemnification pursuant to this Article XI resulting from breaches of representations or warranties shall be forever barred unless the Class A Member is notified on or prior to the second anniversary of the Closing Date, except that (i) (w) the representations and warranties made as a condition precedent to the Closing and set forth in Sections 3.1 (Organization, Good Standing, Etc.
Buyer shall not be obligated to indemnify any Member Indemnified Party pursuant to Section 8.3(a)(i) for any amount of indemnifiable Losses in excess of the Maximum Amount.
For purposes of this Article VII, the term “Indemnified Party” means a Buyer Indemnified Party or the Member Indemnified Party, as the case may be, and the term “Indemnifying Party” means the Member pursuant to Section 7.02 or Buyer pursuant to Section 7.03, as the case may be.