Examples of Registration Indemnified Party in a sentence
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Registration Indemnified Party and shall survive the Transfer of securities by any holder.
If any action or proceeding (including any governmental investigation) shall be brought or asserted against any Registration Indemnified Party in respect of which indemnity may be sought from a Registration Indemnifying Party, the Registration Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Registration Indemnified Party, and shall assume the payment of all expenses.
The failure of any Registration Indemnified Party to give notice as provided herein shall relieve a Registration Indemnifying Party of its obligations under Section 2 only to the extent that the failure to give such notice is materially prejudicial or harmful to such Registration Indemnifying Party’s ability to defend such action.
In any of such cases, the Registration Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Registration Indemnified Party, it being understood, however, that the Registration Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all Indemnified Parties and all fees and expenses shall be reimbursed as incurred.
It is understood that the Registration Indemnifying Party shall not, in respect of the legal expenses of any Registration Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred.
No Registration Indemnifying Party shall, without the consent of such Registration Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such Registration Indemnified Party is a party and indemnity has been sought hereunder by such Registration Indemnified Party, unless such settlement includes an unconditional release of such Registration Indemnified Party from all Loss for claims that are the subject matter of such proceeding.
If notice of commencement of any such action is given to the Registration Indemnifying Party as above provided, the Registration Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Registration Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Registration Indemnified Party.
The Registration Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or delayed), but if settled with such consent or if there shall be a final judgment for the plaintiff, the Registration Indemnifying Party agrees to indemnify the Registration Indemnified Party from and against any loss or liability by reason of such settlement or judgment.
If any Person shall be entitled to indemnification under Section 2 (each, a “Registration Indemnified Party”), such Registration Indemnified Party shall give prompt notice to the party required to provide indemnification (each, a “Registration Indemnifying Party”) of any Action or of the commencement of any Action as to which indemnity is sought.
No Registration Indemnifying Party, in the defense of any such Action, shall, except with the prior written consent of each Registration Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Registration Indemnified Party of a release from all liability in respect to such Action.