Examples of Xxxxxxx Indemnified Party in a sentence
Notwithstanding any provision hereof, neither party shall be liable hereunder to any Xxxxxxx Indemnified Party or WP Partners Indemnified Party for any incidental or consequential damages, damages for loss of profits or opportunities or exemplary or punitive damages, regardless of the circumstances from which such damages arose.
No Xxxxxxx Indemnified Party shall be responsible for any bodily injury suffered by any of the officers, employees or authorized agents and representatives of the WP Partners conducting any investigation of Xxxxxxx'x assets and properties.
Notwithstanding the foregoing, Company shall not be responsible for the indemnification of any Xxxxxxx Indemnified Party to the extent that the Indemnified Losses of such Xxxxxxx Indemnified Party were caused by: (i) the negligence or willful misconduct of such Xxxxxxx Indemnified Party; (ii) any breach by Xxxxxxx of its covenants, obligations, warranties or representations pursuant to this Agreement; or (iii) any practice of Xxxxxxx IP or Xxxxxxx XX Rights pursuant to rights reserved to Xxxxxxx.
Except as otherwise provided herein, in any such action brought against any Xxxxxxx Indemnified Party, LIFE COMPANY and UNDERWRITER shall be entitled to participate, at their own expense, in the defense of such action and also shall be entitled to assume the defense thereof, with counsel approved by the Xxxxxxx Indemnified Party named in the action, which approval shall not be unreasonably withheld.
One of the most innovative is the Holy Cross Centre Trust in Kings Cross.
Xxxxxxx Indemnified Party" has the meaning set forth in Section 8.1(b) of this Agreement.
If Horizon Indemnified Party claims or Xxxxxxx Indemnified Party indemnified claims exceed the Basket, such party shall be entitled to seek compensation for all Damages in excess of such amount.
If a claim for indemnification shall involve a claim or demand by a third party against a Horizon Indemnified Party or a Xxxxxxx Indemnified Party (referred to in this Section as an “Indemnified Party”), the Indemnified Party will give notice of the claim to the other party (the “Indemnifying Party”), which shall detail the nature, basis and amount of the claim (the “Notice of Third Party Claim”).
For clarity, Losses shall not include any losses or damages sustained by any Xxxxxxx Indemnified Party as a result of the actions described in clauses (i) or (ii) of the immediately preceding sentence, except to the extent that such losses or damages are paid by a Xxxxxxx Indemnified Party to a Third Party or Governmental Authority as a result of a claim or Action of a Third Party or Governmental Authority.
Neither LIFE COMPANY nor UNDERWRITER shall be liable to any Xxxxxxx Indemnified Party under this Section 12.1 with respect to any Losses by reason of that Xxxxxxx Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of, or reckless disregard of, its obligations or duties (i) under this Agreement, or (ii) to LIFE COMPANY, UNDERWRITER, each Account or Owners.