Examples of Indemnifying Entity in a sentence
The maximum collective liability of the Sellers and the Indemnifying Entity under this Agreement shall not exceed 10% of Purchase Price in the aggregate (the “Indemnity Amount”).
The failure of the Indemnified Entity to notify or a delay in notifying the Indemnifying Entity, as the case may be, will not relieve the Indemnifying Entity of its obligations pursuant to this Article VIII, except to the extent that such Indemnifying Entity is materially prejudiced as a result thereof.
There is no legal impediment to the execution, delivery and performance by the Indemnifying Entity of this Agreement.
Notwithstanding the foregoing, the maximum collective liability of the Sellers and the Indemnifying Entity with respect to any claim for indemnity based on any of Sections 4.01, 4.02, 4.05, 4.06, 6.01, 6.02, 6.03, 6.18, 6.19(a), 7.01, 7.02, 7.05, and 8.01 (c), (f) and (o) or any Excluded Liability shall not be the Indemnity Amount but shall not exceed the Purchase Price.
No failure to so notify the Indemnifying Entity shall relieve it of its obligations under this Agreement, except to the extent that it can demonstrate that it was materially prejudiced by such failure.
The Indemnifying Entity has full power to enter into and perform its obligations under this Agreement and it can do so without the consent of any other person.
The Indemnifying Entity has taken all necessary action to authorize the execution, delivery and performance of this Agreement in accordance with its terms.
The Indemnifying Party may settle or compromise any Third Party claim, unless such settlement or compromise would impose upon the Indemnified Entity an injunctive obligation for which the Indemnifying Entity would not be responsible pursuant to this Agreement or would require an admission of culpability by the Indemnified Party.