Examples of Transferor Indemnified Party in a sentence
The NGL Group Entities shall be obligated to indemnify Transferor Indemnified Parties pursuant to Section 7.3 only for those claims giving rise to Damages of Transferor Indemnified Parties as to which a Transferor Indemnified Party has given the NGL Group Entities written notice prior to the end of the Survival Period, if any.
Any written notice delivered by a Transferor Indemnified Party to the NGL Group Entities with respect to Damages of Transferor Indemnified Parties shall set forth with as much specificity as is reasonably practicable the basis of the claim for Damages of Transferor Indemnified Parties and, to the extent reasonably practicable, a reasonable estimate of the amount thereof.
No failure on the part of the Transferee or any Transferor Indemnified Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
Notwithstanding anything else in this Article IX, any claim for indemnification pursuant to this Article IX, whether for a Third Party Claim pursuant to Section 9.2 or a direct claim pursuant to Section 9.3, (a) on behalf of a Transferee Indemnified Party must be made and administered by Transferee, or its successors or assigns as permitted herein, and (b) on behalf of a Transferor Indemnified Party must be made and administered by Alon USA, or its successors and assigns as permitted herein.
Such Transferor Indemnified Party or Parties, as applicable, shall not settle or compromise any such Transferor Claim without the prior written consent of the Transferee, such consent not to be unreasonably withheld or delayed.
Each Transferor Indemnified Party shall provide to the Transferee copies of all files, books, records and other information in its possession or control which may be relevant to the defence of such Transferor Claim, provided that in no case shall any Transferor Indemnified Party be required to provide information that is privileged or confidential or that a Transferor Indemnified Party is restricted from disclosing pursuant to applicable law or any contract.
The Transferee shall indemnify, defend and hold the Transferor and its Affiliates and the respective officers, directors and employees of each of the foregoing (each, a “Transferor Indemnified Party”) harmless from and against any and all Losses incurred by the Transferor Indemnified Party in connection with or arising from any breach by the Transferee of any Transferee Warranty.
The Transferor Indemnified Party shall be entitled at any time to participate in (but not direct) the defense of any such claim, action or proceeding through its own counsel and at its own expense.
The Transferor shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Transferor Indemnified Party.
The Transferor Indemnified Party shall not compromise or settle any third-party claim that is subject to indemnification under this Agreement without the prior written consent of Safeguard, which shall not be unreasonably withheld or delayed.