Indemnifying Person definition
Examples of Indemnifying Person in a sentence
The Indemnifying Person shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld).
It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonably incurred fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred.
No delay on the part of the Indemnified Person in giving any Indemnification Claim Notice or deficiency in any Indemnification Claim Notice shall relieve an Indemnifying Person of any indemnification obligations unless, and only to the extent that, such Indemnifying Person is actually and materially prejudiced by such delay or deficiency.
The Indemnifying Person shall, if requested by the Indemnified Person, assume the defense of any such Proceeding including the employment of counsel reasonably satisfactory to the Indemnifying Person, which counsel may also be counsel to the Indemnified Person.
The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned.