Examples of Member Indemnitee in a sentence
Accordingly, the parties hereto acknowledge and agree that the Representative (in its capacity as Representative) shall have no liability to, and shall not be liable for any Losses of, any Member Indemnitee or Parent Indemnitee in connection with any obligations of the Representative under this Agreement or the Escrow Agreement or otherwise in respect of this Agreement or the Contemplated Transactions.
The right of a Parent Indemnitee to receive indemnification pursuant to Section 10.2(b)(iii) or a Member Indemnitee to receive indemnification pursuant to Section 10.2(c)(iii) shall survive indefinitely.
The Surviving Corporation shall pay, within thirty (30) days after any request for advancement, all expenses, including attorneys’ fees, which may be incurred by any Target Member Indemnitee in enforcing this Section or any action involving a Target Member Indemnitee resulting from the transactions contemplated by this Agreement.
The right of a Parent Indemnitee to receive indemnification pursuant to Section 10.2(b)(iii) or Section 10.2(c)(ii), a Member Indemnitee to receive indemnification pursuant to Section 10.2(d)(iii) or a Barceloneta Member Indemnitee to receive indemnification pursuant to Section 10.2(e)(ii) shall survive indefinitely.
Accordingly, the parties hereto acknowledge and agree that the Representative (in its capacity as Representative) shall have no liability to, and shall not be liable for any Losses of, any Member Indemnitee, Barceloneta Member Indemnitee or Parent Indemnitee in connection with any obligations of the Representative under this Agreement or the Escrow Agreement or otherwise in respect of this Agreement or the Contemplated Transactions.
In addition, the Company will not indemnify a Member Indemnitee to the extent such Member Indemnitee is reimbursed from the proceeds of insurance, and in the event the Company makes any indemnification payments to a Member Indemnitee and such Member Indemnitee is subsequently reimbursed from the proceeds of insurance, such Member Indemnitee will promptly refund such indemnification payments to the Company to the extent of such insurance reimbursement.
If either a Buyer Indemnitee, on the one hand, or a Member Indemnitee, on the other hand, shall have a claim for indemnification hereunder (the “Indemnitee”) for any claim other than a claim asserted by a third party, the Indemnitee shall, as promptly as is practicable, give written notice to the party from whom indemnification is sought (the “Indemnitor”) of the nature and, to the extent practicable, a good faith estimate of the amount, of the claim.
Each prime contractor who wins an award in which provision of a SWaM procurement plan is a condition to the award, shall deliver to the contractingagency or institution, on or before request for final payment, evidence and certification of compliance (subject only to insubstantial shortfalls and to shortfalls arising from subcontractor default) with the SWaM procurement plan.
The Company shall, to the maximum extent provided by law, indemnify, defend and hold harmless each present or former Committee Member ("Indemnitee"), to the extent of the Company's assets, from and against any liability, damage, cost, expense, loss, claim, judgment or amounts paid in settlement thereof (including reasonable attorneys' fees and costs in settlement or defense thereof) incurred by reason of the fact that such Indemnitee is or was a Committee Member.
The Sellers’ Representative may give notice of a Claim for Damages incurred by a Member or any Member Indemnitee.