Authority Indemnified Person definition

Authority Indemnified Person shall have the meaning set forth in Clause 24.1.1

Authority Indemnified Person means the Authority, its past, present, and future directors, members, officers, counsel, advisors, employees, agents, contractors, and consultants, the Arizona Finance Authority, its past, present, and future directors, members, officers, counsel, advisors, employees, agents, contractors, consultants and executive directors, individually and collectively, and the State.

Examples of Authority Indemnified Person in a sentence

• Any judgment rendered against an Authority Indemnified Person or amount expended by an Authority Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which StadCo is liable to reimburse such Authority Indemnified Person hereunder.

• To the extent that an Authority Indemnified Person has the right to, and in fact does, assume the defense of such claim, such Authority Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons), and StadCo shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified Person.

• Notwithstanding the foregoing, StadCo is not required to indemnify and defend an Authority Indemnified Person for Losses resulting from willful misconduct or grossly negligent acts or omissions of such Authority Indemnified Person.

• If StadCo fails to make any payment of any sums payable by StadCo to an Authority Indemnified Person on the date due, which failure shall continue for thirty (30) days, then such payment shall bear interest at a rate equal to the lesser of (a) one percent (1%) per month or (b) the maximum rate of interest permitted to be charged by applicable law (the “Default Rate”), payable from the date such payment was fixed and due to the date of payment thereof.

• The lack of funds available for reimbursement to TeamCo, as PSL Agent, for amounts due or to become due under this Section 13.1 shall not limit the liability under this Section 13.1 of TeamCo to each Authority Indemnified Person.

• To the fullest extent permitted by Applicable Law, TeamCo hereby agrees to protect, defend, hold harmless, and indemnify each Authority Indemnified Person from and against any and all Damages resulting from a Claim for which the Authority may become liable, excluding, however, Damages to the extent resulting from (i) gross negligence or willful misconduct on the part of such Authority Indemnified Person or (ii) a material breach of the obligations of such Authority Indemnified Person under this Agreement.

• To the extent of their rights hereunder to indemnification and exculpation from pecuniary liability, each Authority Indemnified Person (as defined in the Indenture) and each of the Trustee Indemnified Persons is a third-party beneficiary of this Section 14 and is entitled to enforce such rights in his, her, its or their own name.

• No Authority Indemnified Person shall be individ- ually or personally liable for the payment of any sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of this Option Agreement , orby any proceedings for the determination of the Option Price, or Host’s exercise or waiver of same, or otherwise except in the case of such Authority Indemnified Person’s own willful misconduct.

• To the extent that an Authority Indemnified Person has the right to, and in fact does, assume the defense of such claim, such Authority Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons), and StadCo shall cooperate with such counsel in all reasonable respects at no additional cost to such Authority Indemnified Person.

• Operator shall indemnify, defend, protect and hold harmless (i) the Authority, (ii) any Authority Indemnified Person, and (iii) Company and Company’s members, managers, officers, directors, shareholders, employees, partners, principals, attorneys and agents (collectively, the “Indemnitees”), from and against any and all Operator-Indemnified Liabilities.