Examples of Newco Indemnified Party in a sentence
If any Newco Indemnified Party is required to make a payment to a Tax Authority for Taxes allocated to Vornado under this Agreement, Vornado will pay the amount of Taxes allocated to it to Newco not later than the later of (i) ten (10) Business Days after receiving notification requesting such amount, and (ii) one (1) Business Day prior to the date such payment is required to be made to such Tax Authority.
No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns except that (i) each D&O Indemnified Person is a third party beneficiary of the provisions set forth in Section 11.12 and (ii) each Newco Indemnified Party, Hippo Indemnified Party and Rhino Indemnified Party is a third party beneficiary of the provisions set forth in Article 15.
For the avoidance of doubt, it is understood that the foregoing indemnification with respect to the GE Indemnified Parties is intended to indemnify the GE Indemnified Parties only for Losses suffered or incurred by them directly and is not intended to indemnify the GE Indemnified Parties with respect to Losses suffered by Newco or that they may suffer or incur solely by virtue of their direct or indirect equity ownership in a Newco Indemnified Party.
For the avoidance of doubt, it is understood that the foregoing indemnification with respect to the Comcast Indemnified Parties is intended to indemnify the Comcast Indemnified Parties only for Losses suffered or incurred by them directly and is not intended to indemnify the Comcast Indemnified Parties with respect to Losses suffered by Newco or that they may suffer or incur solely by virtue of their direct or indirect equity ownership in a Newco Indemnified Party.
If a claim by a third party is made against an indemnified party (i.e., a Newco Indemnified Party or Parent Indemnified Party), and if such indemnified party intends to seek indemnity with respect thereto under this Article VII, such indemnified party shall promptly notify the indemnifying party in writing of such claims setting forth such claims in reasonable detail.
Xxxxx, M.D. agrees, and agrees to cause Freedom Pain, to pay a Newco Indemnified Party for any undisputed Indemnified Assumed Liability within five (5) business days of his receipt of written notice from such Newco Indemnified Party.
Notwithstanding anything to the contrary in this Agreement, no breach or inaccuracy of any representation or warranty in this Section 4.11 (other than the representations or warranties set forth in Section 4.11(l) and Section 4.11(m)) shall entitle any Newco Indemnified Party to be indemnified or held harmless from, against and in respect of Losses arising from Taxes imposed with respect to any Post-Closing Tax Period.
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 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.