Examples of Sponsor Indemnified Persons in a sentence
If the amount of any Losses at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other person, the amount of such reduction, less any costs, or expenses incurred in connection therewith, will promptly be repaid by the Sponsor Indemnified Persons to Parent.
The parties hereto shall treat any payments that the XXXX III Indemnified Persons or the Sponsor Indemnified Persons receive pursuant to this Section 11 as an adjustment to the Total Consideration for U.S. federal income Tax purposes.
The obligations of the Sponsor and the Trust, as applicable, to indemnify the Trustee Indemnified Persons and the Sponsor Indemnified Persons under this Section 8.3 shall survive the termination of this Amended and Restated Declaration of Trust.
Nothing in this Agreement will entitle any Person (other than a party hereto and his, her or its respective successors and assigns permitted hereby) to any claim, cause of action, remedy or right of any kind; provided that, following the Closing, (i) the provisions of Section 8.11 will inure to the benefit of the directors and officers referred to therein, and (ii) the provisions of Section 11 will inure to the benefit of the Sponsor Indemnified Persons and the XXXX III Indemnified Persons.
Notwithstanding the provisions of clause 18.2, any rights arising by virtue of the Contracts (Rights of Third Parties) Act 1999 may be rescinded or varied in any way and at any time by the parties to this Deed without the consent of any of the Sponsor Indemnified Persons who is not a party to this Deed.
The Valuation Agent shall be liable to the Sponsor Indemnified Persons (as defined below) for any direct damages, including reasonable attorneys’ fees, only to the extent such damages result from the Valuation Agent’s (i) gross negligence, bad faith or willful misconduct in the performance of its duties under this Agreement or (ii) breach of a representation or covenant contained in this Agreement.