Registration Indemnifying Party definition

Registration Indemnifying Party shall have the meaning set forth in Section 7.6(c).
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Registration Indemnifying Party is defined in Section 10.13.
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Registration Indemnifying Party. As defined in Section 9.6(c).
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Examples of Registration Indemnifying Party in a sentence

  • No Registration Indemnifying Party shall, without the consent of such Registration Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such Registration Indemnified Party is a party and indemnity has been sought hereunder by such Registration Indemnified Party, unless such settlement includes an unconditional release of such Registration Indemnified Party from all Loss for claims that are the subject matter of such proceeding.

  • No Registration Indemnifying Party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld.

  • If notice of commencement of any such action is given to the Registration Indemnifying Party as above provided, the Registration Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Registration Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Registration Indemnified Party.

  • The indemnity agreements contained in Section 2 shall not apply to amounts paid in settlement of any claim, loss, damage, liability or action if such settlement is effected without the prior written consent of the Registration Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

  • If any action or proceeding (including any governmental investigation) shall be brought or asserted against any Registration Indemnified Party in respect of which indemnity may be sought from a Registration Indemnifying Party, the Registration Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Registration Indemnified Party, and shall assume the payment of all expenses.

  • A Registration Indemnifying Party who is not entitled to, or elects not to, assume the defense of an Action will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Registration Indemnifying Party with respect to such Action, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Registration Indemnified Party and any other Registration Indemnified Parties with respect to such Action.

  • The Registration Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed), but if settled with such consent or if there shall be a final judgment for the plaintiff, the Registration Indemnifying Party agrees to indemnify the Registration Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

  • It is understood that the Registration Indemnifying Party shall not, in respect of the legal expenses of any Registration Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred.

  • In any of such cases,the Registration Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Registration Indemnified Party, it being understood, however, that the Registration Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all Indemnified Parties and all fees and expenses shall be reimbursed as incurred.

  • No Registration Indemnifying Party, in the defense of any such Action, shall, except with the prior written consent of each Registration Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Registration Indemnified Party of a release from all liability in respect to such Action.


More Definitions of Registration Indemnifying Party

Registration Indemnifying Party means any Person against whom a claim for indemnification is asserted under Section B.05.
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Registration Indemnifying Party shall have the meaning set forth in Section 9.8(d)(iii).
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Registration Indemnifying Party shall have the meaning set forth in paragraph 1.6.11(viii).
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Registration Indemnifying Party is defined in Section 4.2.
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Related to Registration Indemnifying Party

  • Indemnifying Party shall have the meaning set forth in Section 5(c).

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Indemnifying Parties has the meaning set forth in Section 6.08(b).

  • Indemnifying Person shall have the meaning set forth in Section 5(c) hereof.

  • Tax Indemnifying Party shall have the meaning set forth in Section 7.6(d).

  • Investor Indemnified Party is defined in Section 4.1.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Indemnifying Party Information All information in the Prospectus Supplement or any amendment or supplement thereto (i) contained under the headings "Summary--Relevant Parties--Responsible Party "The Mortgage Loan Pool--Underwriting Guidelines" and (ii) regarding the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties (but in the case of this clause (ii), only to the extent any untrue statement or omission of a material fact arose from or is based upon errors or omissions in the information concerning the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties, as applicable, provided to the Depositor or any affiliate by or on behalf of the Indemnifying Party), [and static pool information regarding mortgage loans originated or acquired by the seller [and included in the Prospectus Supplement, the Offering Circular or the Comp Materials][incorporated by reference from the Seller's website at [________]].

  • Selling Holder Indemnified Persons has the meaning specified therefor in Section 2.09(a) of this Agreement.

  • Holder Indemnified Party is defined in Section 4.1.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).