Examples of Xxxxx Indemnified Party in a sentence
Notwithstanding the foregoing, Licensee shall have no obligation under this Agreement to indemnify, defend or hold harmless any Lilly Indemnified Party with respect to any Liabilities to the extent that they result from the negligence or willful misconduct of Xxxxx, Xxxxx Indemnified Party or any of their respective employees, officers, directors or agents or that result from Lilly's breach of its obligations under this Agreement.
The Company further agrees that upon demand by a May Xxxxx Indemnified Party, at any time or from time to time, it will promptly reimburse such indemnified person for any loss, claim, damage, liability, cost or expense actually and reasonably paid by a May Xxxxx Indemnified Party as to which the Company has indemnified such person pursuant hereto.
Any amount payable by the Xxxxxxx-Xxxxxx Parties to the Xxxxx Parties with respect to any Tax pursuant to this Section 2.03(a) shall be reduced by any direct or indirect payments made by the Xxxxxxx-Xxxxxx Parties or any Xxxxxxx-Xxxxxx Affiliate with respect to such Tax after the Distributions Date to any Xxxxx Indemnified Party.
Notwithstanding the preceding sentence, the Xxxxx Indemnified Party will be entitled to employ counsel separate from counsel for the Issuer and from any other party in such action if counsel for the Xxxxx Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties.
In the event a Xxxxx Indemnified Party or GNC Indemnified Party, as the case may be, recovers Losses in respect of an Indemnification Claim under this Article VIII, no other Xxxxx Indemnified Party or GNC Indemnified Party, as applicable, may recover the same Losses in respect of a claim for indemnification under this Agreement.
The increase in expense was primarily due to the increase in pre-tax earnings.
If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a DCS Indemnified Party or Xxxxx 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").
This award of Restricted Shares is made pursuant to the Plan, all the terms of which are hereby incorporated in this Award Agreement.
Table 30 shows the matrix of institutional responsibilities in the implementation of the IPP per project phase.
UCB will defend, indemnify and hold harmless Xxxxx, and the representatives and affiliates of Xxxxx (each, an "Xxxxx Indemnified Party") from, against and in respect of any and all Losses incurred or suffered by the Xxxxx Indemnified Parties or any of them as a result of, arising out of, or directly or indirectly relating to any breach by UCB of any of its representations, warranties or covenants set forth herein.