Newco Indemnified Parties definition

Newco Indemnified Parties shall have the meaning set forth in Section 11.01(a).

Newco Indemnified Parties shall have the meaning ascribed thereto in Section 10.02 of this Agreement.

Newco Indemnified Parties means Newco, its Affiliates and each of their respective Representatives.

Examples of Newco Indemnified Parties in a sentence

• Except with respect to Vornado Indemnified Parties and Newco Indemnified Parties, and in each case, only where and as indicated herein, this Agreement is solely for the benefit of the Parties and their respective Subsidiaries and shall not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

• Notwithstanding anything in this Agreement to the contrary, this Agreement is not intended to confer upon any Newco Indemnified Parties any rights or remedies against Newco hereunder, and this Agreement is not intended to confer upon any Vornado Indemnified Parties any rights or remedies against Vornado hereunder.

• BD shall not be liable for any litigation costs or expenses incurred by the Newco Indemnified Parties.

• The Newco Indemnified Parties shall cooperate with BD and may, at their option and expense, be represented in any such action or proceeding.

• BD agrees to defend Newco and its Affiliates at its cost and expense, and shall indemnify and hold Newco and its Affiliates and their respective directors, officers, employees and agents (the "Newco Indemnified Parties") harmless from and against any losses, costs, damages, fees or expenses arising out of any claim relating to any breach by BD of any of its representations, warranties, covenants, or obligations pursuant to this Agreement.

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• In addition, BD shall not be responsible for the indemnification of any Newco Indemnified Party for losses, costs, damages, fees or expenses arising from any negligent or wrongful acts by such party, or as the result of any settlement or compromise by the Newco Indemnified Parties without BD's prior written consent.

• In the event of any such claim against the Newco Indemnified Parties by any third party, Newco shall promptly notify BD in writing of the claim and BD shall manage and control, at its sole expense, the defense of the claim and its settlement.

• If you are a Care Provider, you agree only to accept booking requests from Care Seekers for whom you actually intend to work, subject to any screening, vetting, verifications or background checking you may wish to perform.

• In addition, BD shall not be responsible for the indemnification of any Newco Indemnified Party arising from any negligent or wrongful acts by such party, or as the result of any settlement or compromise by the Newco Indemnified Parties without BD's prior written consent.

More Definitions of Newco Indemnified Parties

Newco Indemnified Parties means Newco, its Affiliates and each of their respective Representatives. “Newco Stock” means all of the issued and outstanding common stock, par value $0.01 per share, of Newco.

Newco Indemnified Parties has the meaning set forth in Section 9.1 below.

Newco Indemnified Parties means Newco, the Other Subsidiaries and each of their respective Affiliates and each of the respective officers, directors, employees, agents, advisers and representatives of any of the foregoing and each of the heirs, executors, successors and assigns of any of the foregoing. 1.110 “Newco Intellectual Property” means the Intellectual Property owned by the Company or any of its Subsidiaries and primarily used or held for use in the Other Businesses as of the Closing Date (other than the Licensed Marks (as defined in the Branding Agreement)), together with (i) all rights to use such Intellectual Property and all other rights in, to, and under such Intellectual Property, (ii) all drawings, records, books, electronic or tangible embodiments or other indicia, however evidenced, of such Intellectual Property, (iii) the right to xxx or otherwise recover for past, present and future infringement, misappropriation, dilution or other violation or impairment of such Intellectual Property, and (iv) all proceeds of such Intellectual Property, including license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable. 1.111 “Newco LLC” has the meaning set forth in the preamble. 1.112 “Newco Non-Voting Common Stock” means the Class B Non-Voting Common Stock, par value $.01 per share, of Newco, which shall have the powers, designations and preferences, the relative and other special rights and the qualifications, limitations and restrictions thereof that are set forth in the Newco Organizational Documents in effect from time to time. 1.113 “Newco Organizational Documents” means the Certificate of Incorporation of Newco and the By-Laws of Newco, in each case as in effect from time to time. 1.114 “Newco Services” has the meaning set forth in Section 4.09(b). 1.115 “Newco Statement” has the meaning set forth in Section 2.03(c). 1.116 “Notice of Dispute” has the meaning set forth in Section 2.03(d). 1.117 “Original Elector Statement” means a statement that meets all the requirements described in Treasury Regulation Section 1.1503(d)-6(f)(2)(iii)(B). 1.118 “Other Books and Records” means all Books and Records that are not primarily used or held for use in either the U.S. Government Business or the Other Businesses.

Newco Indemnified Parties shall have the meaning specified in Section 15.2.