Company Indemnified Parties definition
Examples of Company Indemnified Parties in a sentence
The Company, for itself, and the Company Indemnified Parties agree that, notwithstanding anything to the contrary herein or in any other agreement, any liability for indemnification under Section 6.1 shall be determined without duplication of recovery by the Company and the Company Indemnified Parties under this MIPA, the ECCA, the LLCA or any other Transaction Document.
With respect to Third-Party Claims brought against the Company Indemnified Parties, Seller’s obligations pursuant to Section 4.3 with respect to any such Third-Party Claim are contingent upon the applicable Company Indemnified Parties having notified Seller in writing of such claim and tendering the control of the defense and settlement of any such claim to Seller at Seller’s expense and with Seller’s choice of counsel.
In connection with the foregoing, the indemnification obligation of Seller to the applicable Company Indemnified Parties shall be reduced to the extent the failure of an applicable Company Indemnified Party to provide such notice and tender of control actually materially prejudices the outcome of any such Third-Party Claim.
The applicable Company Indemnified Parties shall cooperate with Seller, at Seller’s expense, in defending or settling a Third-Party Claim and any applicable Company Indemnified Party may join in defense with counsel of its choice at its own expense.