Examples of Acquiror Indemnified Party in a sentence
Failure of the Acquiror Indemnified Party to give such notice shall not affect the Indemnifying Party's duty or obligations under this Article VIII, except to the extent the Indemnifying Party is materially prejudiced thereby.
In all respects, such panel and the arbitration proceeding shall be governed by the Rules, and the place of arbitration shall be in a city mutually selected by the Indemnifying Party and the Acquiror Indemnified Party (or, if no city can be mutually agreed upon within 10 days, then in Houston, Texas).
The Acquiror Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by the Indemnifying Party and in the possession or under the control of the Acquiror Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such claim, and shall in other respects give reasonable cooperation in such defense.
If it is finally determined that all or a portion of such Claim amount is owed to the Indemnified Party, then such Claim amount shall be satisfied in accordance with Section 8.05 of this Agreement and the Acquiror Indemnified Party shall be entitled to recovery of all expenses, including reasonable attorneys' fees, incurred in connection with enforcing its rights under this Article VIII.
If the Indemnifying Party, within 20 days after notice of any such Third Party Claim (or sooner if the nature of any Third Party Claim so requires), fails to undertake the defense of such Third Party Claim actively and in good faith, then the Acquiror Indemnified Party will have the right to undertake the defense, compromise or settlement of such Third Party Claim, or consent to the entry of a judgment with respect thereto.
CBS shall be liable for, and shall indemnify, defend, and hold harmless the Acquiror Group, the Radio Group, any Acquiror Indemnified Party and any Radio Indemnified Party from and against any liability for, Taxes for which CBS is responsible under this Article 2.
In any case in which an Acquiror Indemnified Party seeks indemnification hereunder which is not subject to Section 12.2 hereof because no third-party action is involved, the Acquiror Indemnified Party shall notify the Stockholder Representative in writing of any Indemnified Losses which such Acquiror Indemnified Party claims are subject to indemnification under the terms hereof.
Any Damages, other than Special Indemnified Losses, which any Acquiror Indemnified Party shall have actually sustained, or to which any of the Acquiror Indemnified Parties shall have actually been subjected, are referred to herein as 'General Indemnified Losses'.
It is agreed among the parties hereto that the obligations of the Shareholders to the Acquiror Indemnified Party pursuant to this Section 8.01 be satisfied only pursuant to the Escrow Agreement and the procedures set forth in Sections 8.04 and 8.05 hereof.
Notwithstanding any provision in this Agreement or the insurance policies contemplated by this Section 7.10, no provision or indemnification right in such policies shall limit in any way the right of any Acquiror Indemnified Party or the obligation of the Sellers under Section 10 of this Agreement.