Parent Indemnified Party definition

Parent Indemnified Party has the meaning set forth in Section 8.1.

Parent Indemnified Party has the meaning set forth in Section 10.2(a).

Parent Indemnified Party has the meaning set forth in Section 11.3 below.

Examples of Parent Indemnified Party in a sentence

• The Stockholders shall have the right, with the consent of the Parent Indemnified Party, which consent shall not be unreasonably withheld, to settle any Parent Indemnified Claims by third parties which are susceptible to being settled provided its obligation to indemnify the Parent Indemnified Party therefor will be fully satisfied.

• The Stockholders shall keep the Parent Indemnified Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Parent Indemnified Party with all documents and information that the Parent Indemnified Party shall reasonably request and shall consult with the Parent Indemnified Party prior to acting on major matters, including settlement discussions.

• If such claim, liability or expense is one that by its nature cannot be defended solely by the Stockholders, then the Parent Indemnified Party shall make available all information and assistance that the Stockholders may reasonably request and shall cooperate with the Stockholders in such defense.

• Promptly after receipt by a Parent Indemnified Party of notice of any claim, liability or expense to which the indemnification obligations hereunder would apply, the Parent Indemnified Party shall give notice thereof in writing to the Stockholders, but the omission to so notify the Stockholders promptly will not relieve the Stockholders from any liability except to the extent that the Stockholders shall have been prejudiced as a result of the failure or delay in giving such notice.

• If no such notice of intent to dispute and defend is given by the Stockholders, or if such diligent good faith defense is not being or ceases to be conducted, the Parent Indemnified Party shall, at the expense of the Stockholders, undertake the defense of (with counsel selected by the Parent Indemnified Party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense.

More Definitions of Parent Indemnified Party

Parent Indemnified Party means Parent, Merger Sub, their respective Affiliates (including, following the Closing, the Company) and their respective directors, officers, employees, agents, representatives, successors and assigns.

Parent Indemnified Party shall have the meaning set forth in Section 8.1 of this Agreement.

Parent Indemnified Party means Parent, Merger Sub and their Affiliates, and, following the Closing, the Surviving Corporation and its Subsidiaries and Affiliates, together with, in each case, their respective successors and permitted assigns.

Parent Indemnified Party and “Parent Indemnified Parties”: Each is defined in Section 8.2(a).

Parent Indemnified Party has the meaning ascribed to it in Section 5.7(a);

Parent Indemnified Party has the meaning set forth in Section 4.3(b).

Parent Indemnified Party means the Parent and its officers, directors, employees, agents, stockholders and Affiliates. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, Parent shall not be entitled to recover any amounts under this Section 11.02(a) until the total amount which Parent would recover under Section 11.02(a) exceeds Fifty Thousand Dollars ($50,000) (the “Basket”), in which event Parent shall be entitled to recover for all Damages otherwise recoverable under this Section 11.02(a); provided, however, that the Basket shall not apply to recovery for any Damages for indemnification that arise: (x) under clause (iii) of this Section 11.02(a), (y) under clause (v) of this Section 11.02(a) or (z) as a result of Stockholders’ fraud, intentional misrepresentation or willful breach of any representation, warranty, covenant or agreement.