Indemnitor Group definition

Indemnitor Group means (a) Indemnitor, (b) each Person that will be a Subsidiary of Indemnitor immediately prior to the Distribution and (c) each Person that is or becomes a Subsidiary of Indemnitor after the Distribution, including, in each case, any Person that is merged or consolidated with and/or into Indemnitor or any Subsidiary of Indemnitor and any Person that becomes a Subsidiary of Indemnitor as a result of transactions that occur following the Distribution.
Sample 1Sample 2Sample 3
Indemnitor Group shall have the meaning set forth in this Agreement.
Sample 1Sample 2Sample 3
Indemnitor Group means Indemnitor, its affiliates, its contractors, and their respective members, partners, directors, officers, shareholders, managers, employees, agents, representatives and insurers. Seller shall defend, indemnify and hold Purchaser (and its respective Indemnitee Group) harmless from and against any and all Claims asserted by third parties that arise from the condition or quality of the Biodiesel sold hereunder, except to the extent such Claims are the result of Purchaser’s negligence. The Party claiming indemnification shall give prompt written notice to the Indemnitor of any matter for which the Indemnitor may become liable under this provision. Said notice shall contain full details of the matter in order to provide the Indemnitor with sufficient information to assess its potential liability and to undertake defense of the Claim. The indemnified Party shall have the right at all times to participate in the preparation for and conducting of any hearing, trial or other proceeding related to the provisions of this Article, as well as the right to appear on its own behalf at any such hearing, trial or other proceeding. Any such participation or appearance by the indemnified Party shall be at its sole cost and expense. The indemnified Party shall cooperate in all reasonable respects with the Indemnitor and its counsel in defending any Claims and shall not take any action that is reasonably likely to be detrimental to such defense. The Indemnitor shall obtain written approval from the indemnified Party prior to any settlement that might impose obligations or restrictions on the indemnified Party.
Sample 1Sample 2

Examples of Indemnitor Group in a sentence

  • Each of Indemnitor and the Borrower will, and will take reasonable action to cause each of the Indemnitor Group Restricted Subsidiaries to, comply with all Requirements of Law (including ERISA, Environmental Laws and the USA PATRIOT Act) with respect to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

  • Indemnitor will not, nor will Indemnitor permit any of the Indemnitor Group Restricted Subsidiaries to, amend, modify or waive its certificate of incorporation, bylaws or other organizational documents, in each case if the effect of such amendment, modification or waiver would be materially adverse to Indemnitee without the consent of Indemnitee.

  • Notwithstanding the foregoing, Indemnitor Group may not enter into any Separation Transaction unless Homes Newco shall have corporate credit ratings assigned to it by Moody’s and S&P of no less than Baa2/BBB, respectively, and it shall not be reasonably foreseeable, as of the date of such Separation Transaction, that Homes Newco will be downgraded.

  • A11 conditional use permit shall not be required for a use allowed as a permitted use in a given zoning district.12 No conditionally permitted use may be established until a conditional use permit is issued in accordance13 with the provisions of this chapter.

  • Subject to Section 13.5, each party (the “Indemnitor”) agrees to and shall release, indemnify, defend, and hold harmless the other party’s group as defined above (the “Indemnitee Group”) from and against any and all Claims that are brought by or on behalf of the Indemnitor’s group as defined above (the “Indemnitor Group”) which arise out of, relate to, or are connected with the Agreement or the performance hereof and relate to bodily injury, illness, or death of any member of the Indemnitor Group.

  • The designation of any Subsidiary as an Indemnitor Group Unrestricted Subsidiary shall constitute an Investment by the parent company of such Subsidiary therein under Section 3.04(u) at the date of designation in an amount equal to the fair market value of such parent company’s investment therein.

  • Each of Indemnitor and the Borrower will, and will cause each of the Indemnitor Group Restricted Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities.

  • Indemnitee and Indemnitor each hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Senior Indebtedness and any requirement that any holder of the Senior Indebtedness or Financial Representative of any holders of Senior Indebtedness secure, perfect or insure any security interest or lien or any property or exhaust any right or take any action against Indemnitor, any member of Indemnitor Group or any other person or entity or any collateral.

  • Except if failure to do so would not reasonably be expected to have a Material Adverse Effect, Indemnitor will, and will cause each of the Indemnitor Group Restricted Subsidiaries to, keep and maintain all property necessary for the conduct of its business in good working order and condition, ordinary wear and tear excepted and casualty and condemnation excepted.

  • Each member of the Indemnitor Group set forth on the Indemnitors Schedule shall have, prior to HSNLP making any distribution to or entering into any transaction with, such Person, executed a Contribution Agreement in the form of Exhibit F attached hereto, and HSNLP hereby covenants not to make any such distribution or enter into any such transaction until such Contribution Agreement has been executed by such Person.

Related to Indemnitor Group

  • Indemnitors has the meaning given to such term in Section 5(h).

  • Sponsor Group means the Sponsors and the Sponsor Related Parties.

  • Indemnitor has the meaning set forth in Section 12.3.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Indemnitee Agent Party as defined in Section 9.6.

  • Contractor Group means Contractor, its parent and subsidiary companies as defined by the term “Affiliate,” and its and their respective Subcontractors and contractors of whatever tier and the officers, directors, employees, agents and representatives of all of the foregoing.

  • Investor Group means the Sponsor and its affiliates, successors and assigns.

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Investor Indemnitees shall have the meaning set forth in Section 5.01.

  • Indemnitee has the meaning assigned to such term in Section 9.03(b).

  • Underwriter Group shall have the meaning set forth in Section 9.2(b) hereof.

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

  • Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.

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

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

  • Investor Indemnified Party is defined in Section 4.1.

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

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

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

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

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

  • Purchaser Indemnitees has the meaning set forth in Section 7.2.

  • Indemnitees has the meaning specified in Section 10.04(b).

  • Injured Person under this section means a Member covered by the EOC who sustains an injury or illness and any spouse, dependent or other person or entity that may recover on behalf of such Member including the estate of the Member and, if the Member is a minor, the guardian or parent of the Member. When referred to in this section, "KFHPWA's Medical Expenses" means the expenses incurred and the value of the benefits provided by KFHPWA under this EOC for the care or treatment of the injury or illness sustained by the Injured Person.