Transferee Indemnified Parties definition

Transferee Indemnified Parties has the meaning ascribed thereto in Section 6.2 hereof;

Transferee Indemnified Parties means, collectively, Transferee and its Affiliates (without duplication) and their respective owners, directors, officers, successors, executors, and assigns.

Transferee Indemnified Parties means Transferee and each of Transferee's affiliates including HEP Opco and after the Closing Newco 1, permitted assigns and successors in interest.

Examples of Transferee Indemnified Parties in a sentence

• The foregoing also applies mutatis mutandis to the Transferee in respect of the Transferee Indemnified Parties.

• The Transferee Indemnified Parties or Transferor Indemnified Parties shall each be referred to as an "Indemnified Party." Whenever any claim shall arise for indemnification hereunder not involving a demand, claim, action or proceeding made or brought by a third party, including without limitation a government agency (a "Proceeding"), the Indemnified Party shall notify the indemnifying party promptly after such Indemnified Party has actual knowledge of the facts constituting the basis for such claim.

• The Warrants were issued on the terms set out Annexure A to these explanatory notes.

• The Transferors shall fully indemnify, defend and hold harmless the Transferee Indemnified Parties from and against any and all subrogation claims for any and all damages asserted by or on behalf of the Transferors’ insurers for Pre-Existing Environmental Matters, EVEN IF SUCH CLAIMS DIRECTLY OR INDIRECTLY ALLEGE THAT A TRANSFEREE INDEMNIFIED PARTY WAS SOLELY, PARTIALLY, JOINTLY, OR CONCURRENTLY NEGLIGENT, STRICTLY LIABLE, CULPABLE, AT FAULT, OR GROSSLY NEGLIGENT.

• Each Party acknowledges that the other Party is acting as trustee and agent for the remaining Transferor Indemnified Parties or Transferee Indemnified Parties, as the case may be, on whose behalf and for whose benefit the indemnity in Section 9.1 or Section 9.2, as the case may be, is provided and that such remaining indemnified parties shall have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement.

• Notwithstanding any other provision of this Agreement to the contrary, the Transferee Indemnified Parties shall have the right to offset the amount of any Damages with respect to which the Transferee Indemnified Parties shall be entitled to indemnification hereunder against the Retained Amount.

• The Transferee Indemnified Parties shall have no right of offset against any Development Incentive Units which are no longer retained by the Transferee and have been paid or distributed to the person or entity entitled to receive them as provided on Schedule 2.1(a)(a).

• Each Party acknowledges that the other Party is acting as trustee and agent for the remaining Transferor Indemnified Parties or Transferee Indemnified Parties, as the case may be, on whose behalf and for whose benefit the indemnity in Section 8.1 or Section 8.2, as the case may be, is provided and that such remaining indemnified parties shall have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement.

• Indemnity claims shall be payable when incurred by the Transferee Indemnified Parties.

• The Transferee Indemnified Parties shall have no right to offset against any portion of the Retained Amount that is no longer retained by the Transferee and has been distributed to the person or entity entitled to receive them pursuant to Section 3.9 hereof.

More Definitions of Transferee Indemnified Parties

Transferee Indemnified Parties means BPLP, Boston Properties and their respective officers, directors, employees, agents, consultants, representatives, subsidiaries, Affiliates, stockholders, partners and attorneys.

Transferee Indemnified Parties has the meaning set forth in Section 4.1.