Indemnifying Party Representative definition

Indemnifying Party Representative shall have the meaning set forth in Section 8.4.1.
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Indemnifying Party Representative means the Seller with respect to any indemnification obligation pursuant to Section 7(b), and the Buyer with respect to any indemnification obligation pursuant to Section 7(c).
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Indemnifying Party Representative means (i) with respect to indemnification in favor of the Purchaser Indemnified Parties, the Equityholder Representative and (ii) with respect to indemnification in favor of the Equityholder Indemnified Parties, Purchaser. "Indemnitee(s)" shall have the meaning set forth in Section 7.9(a).
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Examples of Indemnifying Party Representative in a sentence

  • Thereafter, each Indemnified Party shall deliver or cause to be delivered to such Indemnifying Party Representative, within five (5) Business Days after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to the Third Party Claim.

  • If an Indemnified Party incurs Losses for which it is entitled to indemnification under this Section 7, other than as a result of a Third Party Claim, then the Indemnified Party Representative may deliver written notice of its claim for such indemnification to the Indemnifying Party Representative describing its claim for indemnification with reasonable specificity and setting forth, to the extent known, an estimated amount of Losses.

  • Any part of the Claimed Amount that is not agreed to be owed to the Indemnified Party pursuant to the Response Notice (or the entire Claimed Amount, if the Indemnifying Party Representative asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnified Party) is referred to herein as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnified Party to the Claimed Amount).

  • If a Response Notice is not received by the Indemnified Party from the Indemnifying Party Representative prior to the expiration of the Dispute Period, then the Indemnifying Party Representative shall be conclusively deemed to have agreed that an amount equal to the full Claimed Amount is owed to the Indemnified Party.

  • Delay or failure in so notifying the Indemnifying Party Representative shall relieve the indemnifying parties of their obligations under this Article VII only to the extent, if at all, that the indemnifying parties are prejudiced by reason of such delay or failure.

  • If the Indemnifying Party Representative in such response contests the payment of all or part of the Claimed Amount, then the Indemnifying Party Representative and the Indemnified Party Representative shall use good faith efforts to resolve such dispute in accordance with Section 7.5(c) below.

  • In respect of any optional redemption provided for above, if less than all of the Bonds shall be called for redemption, the particular Bonds or portions of Bonds to be redeemed shall be selected by the Trustee by lot, provided, however, that Pledged Bonds, if any, shall be called for redemption, in the same manner, prior to any other Bonds.

  • The applicable Indemnifying Party Representative shall have the right to enforce this Article X on behalf of any Purchaser Indemnified Person or Equityholder Indemnified Person, as applicable.

  • If the Indemnifying Party Representative does not assume control of such defense, the Indemnified Party Representative shall control such defense on behalf of the Indemnified Party.

  • If the Indemnified Party and the Indemnifying Party Representative are unable to resolve all such claims within such time period, the Indemnified Party or Indemnifying Party Representative may thereafter pursue any legal remedies available to it with respect solely to the unresolved claims, subject, to the extent applicable, to the De Minimis Claim Amount, the Indemnification Deductible, the Indemnification Cap and the other provisions of this Article IX.

Related to Indemnifying Party Representative

  • Indemnifying Parties has the meaning set forth in Section 6.08(b).

  • Indemnifying Party shall have the meaning set forth in Section 5(c).

  • Tax Indemnifying Party shall have the meaning set forth in Section 7.6(d).

  • Indemnifying Person shall have the meaning set forth in Section 5(c) hereof.

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Indemnifying Party Information All information in the Prospectus Supplement or any amendment or supplement thereto (i) contained under the headings "Summary--Relevant Parties--Responsible Party "The Mortgage Loan Pool--Underwriting Guidelines" and (ii) regarding the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties (but in the case of this clause (ii), only to the extent any untrue statement or omission of a material fact arose from or is based upon errors or omissions in the information concerning the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties, as applicable, provided to the Depositor or any affiliate by or on behalf of the Indemnifying Party), [and static pool information regarding mortgage loans originated or acquired by the seller [and included in the Prospectus Supplement, the Offering Circular or the Comp Materials][incorporated by reference from the Seller's website at [________]].

  • City Representative means the Representative or appointee engaged by the City to supervise the work.

  • Independent representative means a person who:

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Indemnitor has the meaning set forth in Section 12.3.

  • Authority Representative means the representative appointed by the Authority from time to time in relation to this Framework Agreement;

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • indemnified representative means any and all directors and officers of the corporation and any other person designated as an indemnified representative by the board of directors of the corporation (which may, but need not, include any person serving at the request of the corporation, as a director, officer, employee, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

  • County Representative means the individual obligated to perform the duties of county representative under section 9.

  • Notifying Party As defined in Section 3.01(i).

  • Agency Representative A person assigned by a primary, assisting, or cooperating federal, state, local, or tribal government agency or private entity that has been delegated authority to make decisions affecting that agency’s or organization’s participation in incident management activities following appropriate consultation with the leadership of that agency. Area: The lands in a described geographic area that are managed and/or protected by the Parties within this Agreement.

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Claim Notice has the meaning set forth in Section 8.4(a).