Party Indemnitees definition

Party Indemnitees means a Party's Affiliates and the officers, directors, shareholders, agents, employees, representatives, successors and assigns of each of them;

Party Indemnitees shall have the meaning given that term in Section 11.1;

Party Indemnitees has the meaning set forth in Section 12.1.

Examples of Party Indemnitees in a sentence

• Without in any way limiting or reducing the obligations of the Indemnifying Party, Indemnitees may elect to defend (by their own counsel), compromise and/or satisfy any Asserted Liability.

• The provisions of Section 4.04 of this Agreement shall, to the maximum extent permitted by applicable Law, be the sole and exclusive remedies of the Other Party Indemnitees and the Provider Indemnified Parties, as applicable, for any claim, loss, damage, expense or liability, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under this Agreement.

• Once the Sellers’ Representative has initiated such a claim for indemnity, the Sellers’ Representative may enforce, prosecute and settle such claim without further directions from the Selling Party Indemnitees, and all acts and decisions of the Sellers’ Representative in connection with such matter shall be binding on all the Selling Party Indemnitees.

• This Section 1.3(g) shall not apply to claims for indemnification brought by Selling Party Indemnitees pursuant to Section 1.2(b)(ii).

• The foregoing indemnification obligation shall not apply to Losses to the extent resulting from or arising out of: (i) the negligence, recklessness or willful misconduct on the part of any of the Other Party Indemnitees; (ii) the failure by the other Party to comply with applicable Laws; and/or (iii) any breach of this Agreement by the other Party.

• Notwithstanding anything to the contrary in this Agreement, in no event shall Globo or its Affiliates have an obligation to indemnify DIRECTV, any of its Affiliates or any other DIRECTV Party Indemnitees for any amounts in respect of taxes, penalties or interest thereon or additions thereto, except as provided in Section 8.3(i) with respect to any such taxes, penalties, interest or additions that would constitute a breach of Section 3.1(i).

• The Selling Party Indemnitees may not make a claim for indemnity against either Merger Sub or Parent pursuant to this Agreement except through the Sellers’ Representative.

• Subject to Section 11.4(f), with respect to any Sole Product Liability Claim, the Party against whose Party Indemnitees such Sole Product Liability Claim is brought shall be the Controlling Party and shall assume and conduct the defense of such Sole Product Liability Claim with Lead Counsel of its choosing.

• At its option, the Party against whose Party Indemnitees a Third Party raises a Shared Development Claim may assume the defense of any Shared Development Claim by giving written notice to the other Party within […***…] days after the notice of the Shared Development Claim.

• The Selling Party Indemnitees may not make a claim for indemnity against either Buyer or Parent pursuant to this Agreement except through the Sellers’ Representative.