Examples of Member Indemnitee in a sentence
Accordingly, the parties hereto acknowledge and agree that the Representative (in its capacity as Representative) shall have no liability to, and shall not be liable for any Losses of, any Member Indemnitee or Parent Indemnitee in connection with any obligations of the Representative under this Agreement or the Escrow Agreement or otherwise in respect of this Agreement or the Contemplated Transactions.
For purposes of this Article IX, (a) if Parent (or any other Parent Indemnitee) comprises the Indemnified Party, any references to Indemnifying Party (except provisions relating to an obligation to make payments) shall be deemed to refer to the Members, and (b) if Parent comprises the Indemnifying Party, any references to the Indemnified Party shall be deemed to refer to the Members and any other Member Indemnitee.
The President of the Medical Staff shall review such a request within a reasnoable time and shall recommend to the Medical Executive Committee, after such review, whether or not to make the correction or deletion requested.
The Surviving Corporation shall pay, within thirty (30) days after any request for advancement, all expenses, including attorneys’ fees, which may be incurred by any Target Member Indemnitee in enforcing this Section or any action involving a Target Member Indemnitee resulting from the transactions contemplated by this Agreement.
Each Member shall indemnify and hold harmless the Company, the other Members and their respective Representatives and alternates and the officers of the Company (each individually, a “Member Indemnitee”) for any and all Liabilities actually and reasonably incurred by such Member Indemnitee solely as a result of the actual fraud or willful misconduct of such Member, its Representatives and alternates or any officer of the Company employed by such Member or its Affiliates.
The Sellers’ Representative may give notice of a Claim for Damages incurred by a Member or any Member Indemnitee.
The Member Indemnitee will defend such Member’s Seller Third-Party Claim, and the costs and expenses incurred by such Member Indemnitee in connection with such defense, including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs will be included in the Damages for which such Member Indemnitee may seek indemnification under this Agreement, whether or not the Seller Third-Party Claim is successful.
The Company shall, to the maximum extent provided by law, indemnify, defend and hold harmless each present or former Committee Member ("Indemnitee"), to the extent of the Company's assets, from and against any liability, damage, cost, expense, loss, claim, judgment or amounts paid in settlement thereof (including reasonable attorneys' fees and costs in settlement or defense thereof) incurred by reason of the fact that such Indemnitee is or was a Committee Member.
Any indemnification payment payable (or, with respect to a New Member Indemnitee, retained by the New Member) pursuant to this Article XI shall be treated as an adjustment to the aggregate consideration paid by the New Member.
If either a Buyer Indemnitee, on the one hand, or a Member Indemnitee, on the other hand, shall have a claim for indemnification hereunder (the “Indemnitee”) for any claim other than a claim asserted by a third party, the Indemnitee shall, as promptly as is practicable, give written notice to the party from whom indemnification is sought (the “Indemnitor”) of the nature and, to the extent practicable, a good faith estimate of the amount, of the claim.