Examples of Transferor Indemnitee in a sentence
No Transferor Indemnitee shall undertake the determination of any Liability that is subject to any claim for indemnification hereunder until the Acquirors are first given the opportunity to settle, compromise or contest such Liability as provided herein.
If any Transferee Indemnitee or Transferor Indemnitee (an "Indemnified Party") believes that it has suffered or incurred or will suffer or incur any Damages for which it is entitled to indemnification under this ARTICLE VII, such Indemnified Party shall so notify the party or parties from whom indemnification is being claimed (the "Indemnifying Party") with reasonable promptness and reasonable particularity in light of the circumstances then existing.
Each Acquiror Indemnitee and Transferor Indemnitee that is not a party to this Agreement shall be an express third party beneficiary of this Article 9 with the right to directly enforce the provisions thereof.
In calculating amounts payable pursuant to this Article 10, Transferor Indemnitors shall receive credit for (i) any reduction of actual tax liabilities of any Transferor Indemnitee arising from facts giving rise to a claim of indemnification, and (ii) any insurance proceeds received with respect to any damages or losses that are the subject of a claim for indemnification hereunder.
If SDC shall have exercised its right to assume such control, the Transferor Indemnitee: (i) may, in his sole discretion and expense, employ one counsel to represent him (in addition to counsel employed by SDC) in any such matter, and in such event counsel selected by SDC shall be required to cooperate with such counsel of the Transferor Indemnitee in such defense, compromise or settlement for the purpose of informing and sharing information with such Transferor Indemnitee.
The areas currently used by land managers for threatened and endangered species reintroduction had a median pixel value of one and mean pixel value of 0.82.
For purposes of determining whether any Transferor Indemnitee is able to seek indemnification from the Transferee under section 12.2 for any breach or alleged breach of any representation or warranty in this agreement, the use of the terms "knowledge," "best of (a party's) knowledge," "material," or "in all material respects," shall be disregarded and any and all claims for such indemnification shall be determined as if no such terms were present in such representation or warranty.
Nothing in this Agreement shall entitle any Person other than Transferee and Transferor to any Claims, remedy or right of any kind, except as to those rights expressly provided to Transferor Indemnitees and Transferee Indemnitees (provided, however, any claim for indemnity hereunder on behalf of a Transferor Indemnitee or a Transferee Indemnitee must be made and administered by a Party to this Agreement).