Examples of Xxxxxx Indemnified Parties in a sentence
Notwithstanding anything to the contrary contained herein, the New Fluor indemnity provisions described in Section 3.01 of this Agreement shall not apply to the extent that the Xxxxxx Indemnified Parties are the cause, either directly or indirectly, of any matter, activity or omission resulting in Losses due to breach of the obligations and liabilities set forth in Schedule 5.09.
Notwithstanding any provision of this Agreement, this Agreement, including Article V hereof, may be amended or modified at any time by the Parties without the need or requirement of any consent or approval of any other respective Company Indemnified Party or Xxxxx Xxxxxx Indemnified Party, and any amendment or modification agreed to by the Parties shall be binding on all Company Indemnified Parties and all Xxxxx Xxxxxx Indemnified Parties.
The Xxxxxx Indemnified Parties as a group may retain no more than one (1) law firm (in addition to local counsel) to represent them with respect to each such matter unless there is, under applicable standards of professional conduct (as determined by counsel to the Xxxxxx Indemnified Parties), an actual conflict between the interests of any two (2) or 61 more Xxxxxx Indemnified Parties, in which event such additional counsel as may be required may be retained by the Xxxxxx Indemnified Parties.
CTI shall not be liable for any litigation costs Execution Copy or expenses incurred by the Xxxxxx Indemnified Parties without CTI's prior written authorization.
The Xxxxxx Indemnified Parties and their respective successors shall be third party beneficiaries of the indemnification provisions of Section 9.12 hereof, as applicable, and shall be entitled to enforce those provisions in each such case as fully and to the same extent as if they were parties to this Agreement.
The Xxxxxx Indemnified Parties shall mean and include (A) Xxxxxx'x Affiliates, (B) the respective directors, officers, agents and employees of and counsel to Xxxxxx and its Affiliates, (C) each other person, if any, controlling Xxxxxx or any of its Affiliates, and (D) the successors, assigns, heirs and personal representatives of any of the foregoing.
In the event of any such claim against the Xxxxxx Indemnified Parties by any Third Party, Abbot shall promptly notify CTI in writing of the claim and CTI shall manage and control, at its sole expense, the defense of the claim and its settlement.
FCPT agrees to indemnify and hold harmless the Xxxxxx Indemnified Parties from and against any and all Liabilities incurred by such Xxxxxx Indemnified Party arising out of or based upon any untrue statement or alleged untrue statement or omission of a material fact contained in any Disclosure Document, other than information that relates solely to the Xxxxxx Business.
The Xxxxxx Indemnified Parties shall cooperate with CTI and may, at their option and expense, be represented in any such action or proceeding.
In addition, CTI shall not be responsible for the indemnification of any Xxxxxx Indemnified Party arising from any negligent or intentional acts by such Party, or as the result of any settlement or compromise by the Xxxxxx Indemnified Parties without CTI's prior written consent.