Indemnified Party or Parties definition

Indemnified Party or Parties has the meaning assigned to that term in Section 8.4(a).

Indemnified Party or Parties has the meaning specified in Section 607.

Indemnified Party or Parties has the meaning set forth in Section 11.01(c).

Examples of Indemnified Party or Parties in a sentence

• The Indemnifying Party or Parties shall reimburse the Indemnified Party or Parties for any reasonable out-of-pocket costs and expenses incurred in complying with this Section 5.4.

• An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties.

• Job security and job enrichment The respondents were asked to indicate whether job security and job enrichment allow them to improve job security and job enrichment.

• The Indemnified Party or Parties shall, and shall cause each of their respective Affiliates and their respective directors, members, officers, employees, and agents to, cooperate fully with the Indemnifying Party in the defense of any Indemnified Claim.

• Expenses of indemnification shall be advanced by an indemnifying party subject to the agreement of the Indemnified Party or Parties to reimburse such expenses in the event it is determined that the Indemnified Party or Parties is or are not entitled to indemnification.

• The Indemnifying Party shall (A) select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party or Parties, (B) take all steps necessary in the defense or settlement thereof and (C) at all times diligently and promptly pursue the resolution thereof.

• If an indemnifying party is not so entitled to assume the defense of such action or does not assume such defense, after having received the notice referred to in the first sentence of this paragraph, the indemnifying party or parties will pay the reasonable fees and expenses of counsel for the Indemnified Party or Parties.

• If any Indemnified Party elects to contest any such claim, the Indemnified Party or Parties shall have the right to select its or their own counsel and control the defense, and Subcontractor shall bear the cost of employing such counsel and otherwise defending such claims, or to tender the defense to Subcontractor and to approve the counsel Subcontractor retains to represent the Indemnified Party or Parties and all actual fees and expenses of such counsel shall be the sole responsibility of Subcontractor.

• Notwithstanding the foregoing, the indemnifying party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for any and all Indemnified Parties (which firm shall be designated in writing by such Indemnified Party or Parties) in connection with any one such action or proceeding arising out of the same general allegations or circumstances.

• In the event that one or more Indemnified Parties is made a party to any suit or litigation on account any actual or alleged Damages, the appropriate Indemnifying Party or Parties will defend such action on behalf of the Indemnified Party or Parties and, if judgment shall be obtained or claim allowed in any of said proceedings against one or more Indemnified Parties, the appropriate Indemnifying Party or Parties will pay and satisfy such judgment or claim in full.

More Definitions of Indemnified Party or Parties

Indemnified Party or Parties who fail to give such notice, except only to the extent of any damage or loss actually suffered by the Company by reason of the delay in receiving such notice. The Company shall have the right to direct, through counsel of its own choosing, provided such counsel is reasonably satisfactory to the Indemnified Party, the defense or settlement of any claim under 9.03(a) (ii) or proceeding at its own expense, provided that the Company vigorously and diligently pursues such defense in good faith and keeps the Indemnified Party and its attorneys reasonably informed as to the progress of the defense and any proposed settlement. If the Company elects to assume the defense of any such claim or proceeding, the Indemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party shall be paid by the Indemnified Party. The Indemnified Party shall provide the Company with access to such Indemnified Party's records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Company in the defense or settlement thereof, and the Company shall reimburse the Indemnified Party for all the reasonable out-of-pocket expenses of such Indemnified Party in connection therewith. If the Company elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability (i) unless the Company consents in writing to such payment, which consent will not be unreasonably withheld, or (ii) unless the Company, subject to the last sentence of this Section 9.03(c), withdraws from the defense of such asserted liability, or (iii) unless a final judgment from which no appeal may be taken by or on behalf of the Company is entered against the Indemnified Party for such liability or (iv) unless there is a material risk if such asserted liability is not paid that an injunction or other equitable relief will be granted which will materially adversely affect the business of the Purchaser or there is a material risk of the seizure of any material assets of the Purchaser or a material risk that a lien or liens will be imposed on any such material assets. The Company shall have the right, in its discretion exercised in good faith and with the advice of counsel, to settle any such claim with the prior written consent of the Indemnified Party, which consent shall not be unreason...

Indemnified Party or Parties has the meaning set forth in Section 6.8 of this Agreement.

Indemnified Party or Parties has the meaning set forth in Section 4.1.