Examples of Indemnified Party in a sentence
City may offset against all or any portion of undisbursed Grant Funds hereunder or against any payments due to Grantee under any other agreement between Grantee and City the amount of any outstanding Loss incurred by any Indemnified Party, including any Loss incurred as a result of the Event of Default.
Nothing in this Agreement shall constitute a waiver or limitation of any rights that any Indemnified Party may have under applicable law with respect to such damages.
Grantee's obligations under the immediately preceding sentence shall apply to any Loss that is caused in whole or in part by the active or passive negligence of any Indemnified Party, but shall exclude any Loss caused solely by the willful misconduct of the Indemnified Party.
The XXXXX’S Indemnified Party shall notify Service Provider promptly of the service of process or the receipt of actual notice of any Claim; provided that the failure of the XXXXX’S Indemnified Party to give such notice shall not relieve Service Provider of its indemnification obligations under this Agreement, except to the extent that such failure materially prejudices the rights of Service Provider.
The Indemnified Party shall allow the Indemnifying Party to control the defense and settlement of the indemnified Claim and shall reasonably cooperate with the Indemnifying Party.