Indemnifier definition
Examples of Indemnifier in a sentence
If the Partnership pays or causes to be paid, for any reason, any amounts that should have been paid by a Third Party Indemnifier, then (x) the Partnership shall be fully subrogated to all rights of the relevant Indemnified Person with respect to such payment, and (y) each relevant Indemnified Person shall assign to the Partnership all of the Indemnified Person’s rights to advancement or indemnification from or with respect to such Third Party Indemnifier.
For purposes of this Section 9.2, “indemnification” payments made or to be made by a Third-Party Indemnifier shall be deemed to include equivalent payments made or to be made by such Third-Party Indemnifier pursuant to an insurance policy or similar arrangement.
Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 9.2, the Partners expressly intend that the provisions of this Section 9.2 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with any applicable Third-Party Indemnifier having primary liability, the Partnership having only secondary liability, and the General Partner having only tertiary liability.
Such notice to the Indemnifier shall describe the Third Party Claim in reasonable detail and shall indicate, if reasonably practicable, the estimated amount of the Loss that has been or may be sustained by the Indemnified Party.
With respect to any Loss suffered by the Indemnified Party, no liability shall attach to the Indemnifier to the extent that the same Loss has been recovered by the Indemnified Party under any other representation or warranty contained in this Agreement or any other document referred to herein and, accordingly, the Indemnified Party may only recover once in respect of the same Loss.