Indemnified Party definition
Examples of Indemnified Party in a sentence
The relative fault of the Corporation and of the Investor Indemnified Party shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or fault.
If both parties hereto agree at or prior to the expiration of such 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Corporation shall immediately pay to the Investor Indemnified Party the full agreed upon amount of the Claim.
If the Investor Indemnified Party fails to make all commercially reasonably efforts to mitigate any Loss then the Corporation shall not be required to indemnify any Investor Indemnified Party for the Loss that could have been avoided if the Investor Indemnified Party had made such efforts.
For the purpose of such investigation, the Investor Indemnified Party shall make available to the Corporation such reasonable information relied upon by the Investor Indemnified Party to substantiate the Claim, together with all such other information as the Corporation may reasonably request.
No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.