Examples of Shareholder Indemnified Party in a sentence
Vail will also indemnify the underwriter(s), selling broker(s), dealer manager(s) and similar securities industry professionals participating in the distribution, their officers and directors and each Person who Controls such Persons to the same extent as provided above with respect to the indemnification of a Shareholder Indemnified Party.
Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto, the Buyer Indemnified Party, the Shareholder Indemnified Party or their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement.
If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a Buyer Indemnified Party or Shareholder Indemnified Party (referred to herein as an "Indemnified Party"), then the Indemnified Party will give prompt written notice of any such claim to the indemnifying party, which notice shall set forth in reasonable detail the nature, basis and amount of such claim (the "Notice of Third Party Claim").
If a performance guarantee has been agreed upon, it shall be fulfilled if the guaranteed values have been reached in a performance test, or, if no such test has been agreed upon, if the SCOPE OF SUPPLY goes into commercial operation.
To the extent that any Shareholder Indemnified Party shall receive any tax benefit as a result of any Shareholder Indemnifiable Damages, the amount payable by Kellxxxxx xx account of such Shareholder Indemnifiable Damages shall be reduced by the amount of the tax benefit actually received by the Shareholder Indemnified Party (assuming the application of the highest marginal State and Federal tax rates applicable to the Shareholder Indemnified Party in the year in which such tax benefit is received).