Indemnified Person definition
Examples of Indemnified Person in a sentence
The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable out-of-pocket legal fees or other reasonable and documented expenses incurred by them in connection with investigating or defending any such Claim.
Promptly on receipt by an Issuer Indemnified Person or an ARR Indemnified Person (each, an “Indemnified Party”) of notice of a Proceeding against it, the Indemnified Party will, if a claim is to be made under Section 4.05(a) or Section 4.05(b), as applicable, notify the Seller or the Asset Representations Reviewer, as applicable (each, an “Indemnifying Party”) of the Proceeding.
No indemnifying party, in the defense of any such claim or litigation, shall enter into a consent or entry of any judgment or enter into a settlement without the consent of the Indemnified Person, which consent will not be unreasonably withheld or delayed.
The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim.
In the event any such action, investigation or proceeding shall be brought involving an Indemnified Person, the Transferor shall assume the defense thereof, including the employment of counsel and the payment of all expenses.