Developer Indemnified Party definition

Developer Indemnified Party and “Developer Indemnified Parties” shall have the meanings set forth in Section 12.1 of this Agreement.

Developer Indemnified Party has the meaning assigned in Section 11(b).

Developer Indemnified Party is defined collectively as Developer, its directors, officers, shareholders, partners, members, employees and agents.

Examples of Developer Indemnified Party in a sentence

• Each App Developer Indemnified Party will promptly notify YouNow in writing of any Action for which it seeks indemnification pursuant to this Section 8 and must reasonably cooperate with YouNow to facilitate the defense of any such claim.

• YouNow will not settle any Action in a manner that adversely affects the rights of any App Developer Indemnified Party without the App Developer Indemnified Party’s prior written consent, which cannot be unreasonably withheld or delayed.

• Each such App Developer Indemnified Party may participate in and observe the proceeding with counsel of its own choosing and at its own cost and expense.

• However, in no event shall the Developer Indemnified Party be indemnified hereunder for any Claims resulting from such party’s sole negligence or willful misconduct.

• The Authority shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of Authority or if there is a final judgment against Authority or any Developer Indemnified Party in any such action, Authority agrees to defend, indemnify and hold harmless the Developer Indemnified Parties from and against any loss or liability by reason of such settlement or judgment of a Team Indemnified Claim.

• Contractor shall not, however, be required to reimburse or indemnify any Developer Indemnified Party for any loss to the extent such loss is due to the negligence or willful misconduct of any Developer Indemnified Party.

• In any case where indemnity is sought by a Developer Indemnified Party, such Developer Indemnified Party shall give notice of the request for indemnification to Developer and shall give Developer the opportunity, to the extent reasonably possible, to participate in the defense of the claim giving rise to the claim for indemnity.

• The parties expressly understand and agree that YouNow will not indemnify any App Developer Indemnified Party for activities other than those undertaken under this Agreement and described in the Offering Circular.

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