Indemnity Representative definition

Indemnity Representative means (a) where the Indemnified Person is the Purchaser, the Corporation or any other Purchaser Indemnified Person, the Purchaser, or (b) where the Indemnified Person is a Seller or any other Sellers’ Indemnified Person, the Sellers’ Representative.
Sample 1
Indemnity Representative means (a) where the Indemnified Person is any Purchaser Indemnified Person, the Purchaser, or (b) where the Indemnified Person is any Seller Indemnified Person, the Seller.
Sample 1Sample 2
Indemnity Representative means (a) where the Indemnified Person is the Purchaser or any other Purchaser Indemnified Person, the Purchaser, or (b) where the Indemnified Person is the Seller or any other Seller Indemnified Person, the Seller. “Independent Accountant” has the meaning specified in Section 2.4(c)(iii). “Information Technology” means computer hardware, Software (including documentation, interfaces and development tools), websites, applications, databases, telecommunications equipment and facilities and other information technology systems owned, used or held by the Company or Opco. “Initial Notice” has the meaning specified in Section 9.5(a). “Intangible Assets” means non-monetary assets that have no physical nature, including, but not limited to, frontend applications, middleware and core processors, intellectual property, online applications, domain names, merchant relationships, and costs related to the general purpose credit card project.
Sample 1

Examples of Indemnity Representative in a sentence

  • The Indemnifying Parties recognize and intend that the power of attorney granted in this Section 9.2 is coupled with an interest and is irrevocable, (b) may be delegated by the Indemnity Representative, and (c) shall survive the death or incapacity of any Indemnifying Party and the dissolution of Seller.

  • Subject to rights of or duties to any insurer or other third Person having liability therefor, the Indemnity Representative shall have the right, within ten (10) Business Days after receipt of such notice, to assume the control of the defense, compromise or settlement of any such action, suit, proceeding, claim, liability, demand or assessment, and to retain counsel in connection therewith; provided, however, that if the Indemnity Representative shall exercise its right to assume such control.

  • SPC Partners II, L.P. hereby accepts its appointment as Indemnity Representative.

  • After the release of Escrow, the Indemnity Representative shall have the right to receive reimbursement for Representative Expenses from the Escrow out of and prior to any distribution from the Escrow to the Indemnifying Parties pursuant to the Escrow Agreement.

  • Xxxxxx Facsimile: (000) 000-0000 If to Indemnity Representative: SPC Partners II, L.P. c/o Swander Pxxx Capital 300 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Sxxxx Xxxxx Facsimile: (000) 000-0000 With a copy (which shall not constitute notice) to: Kxxxxxxx & Exxxx LLP 500 Xxxxxxxxxx Xxxxxx, Xxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Sxxxxxx X.

  • Buyer shall be entitled, but not required, to deal exclusively with the Indemnity Representative on all matters relating to this Agreement and the Escrow Agreement (including all matters relating to any notice to, or any consent to be given or action to be taken by, any Indemnifying Party).

  • Notwithstanding Section 9.2(c), the Indemnity Representative shall be entitled to receive reimbursement from the Indemnifying Parties, for any and all expenses, charges and liabilities, including attorneys’ fees, reasonably incurred by the Indemnity Representative in the performance or discharge of its rights and obligations under this Agreement (the “Representative Expenses”).

  • Nothing in this Section 9.2(c) shall diminish or otherwise affect the rights of the Indemnity Representative under Sections 9.2(d) and 9.2(e) below.

  • The Indemnity Representative shall not be entitled to any compensation on account of acting in such role.

  • Any such election and appointment may be made, and the Indemnity Representative may be removed or replaced, by the written consent of the Indemnifying Parties who, as of the Agreement Date, had at least a majority of the voting power in Seller prior to Closing.


More Definitions of Indemnity Representative

Indemnity Representative has the meaning set forth in Section 7.3.1 hereof.
Sample 1

Related to Indemnity Representative

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

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

  • Advisory representative means any Supervised Person, who in connection with his or her regular functions or duties, normally makes, participates in, or otherwise obtains current information regarding the Purchase or Sale of a Security by the Firm, or whose functions relate to the making of any recommendations with respect to such purchases or sales, and any natural Person in a Control relationship to the Firm who obtains information concerning recommendations made concerning a Purchase or Sale of a Security. This definition includes but is not limited to the following: partner, officer, Manager, investment person, Portfolio Manager and any other Supervised Person of the Firm designated as an “Advisory Representative” from time to time by the Review Officer.

  • 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.

  • Independent representative means a person who:

  • Factory representative means an agent or employee of a manufacturer, distributor, or factory branch retained or employed for the purpose of making or promoting the sale of new motor vehicles or for supervising or contracting with new motor vehicle dealers or proposed motor vehicle dealers.

  • Authorized City Representative means the Mayor, City Manager, Finance Director, City Clerk or such other person at the time designated to act on behalf of the City as evidenced by written certificate furnished to the Company and the Trustee containing the specimen signature of such person and signed on behalf of the City by its Mayor. Such certificate may designate an alternate or alternates each of whom shall be entitled to perform all duties of the Authorized City Representative.

  • Industry representative means an individual who is compensated by

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

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Engineer’s Representative means the official in the civil/ electrical engineering department who is authorized to be in-charge of the work to which these presents relate. It shall include any other official nominated to attend to the supervision of day to day execution of the work to which this CONTRACT relates.

  • Seller Representative means Xxxxx Bank.

  • Contractor Representative means any of the following:

  • 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);

  • Company Representative means the person or persons appointed and approved in writing from time to time by the Company to act on its behalf for overall co- ordination.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Supplier’s Representative means the representative appointed by the Supplier from time to time with overall responsibility for this Contract and notified to the Customer;

  • Holders’ Representative means the Holders’ Representative named in the first paragraph of this Agreement or any direct or indirect successor Holders’ Representative designated in accordance with Section 6.3.

  • Procurement Representative means the person authorized by ULA’s cognizant procurement organization to administer and/or execute this Contract.

  • Union Representative means a representative from the Union authorized by the Union to act on behalf of an Employee.

  • Owner’s Representative has the meaning given in Section 2.2.

  • Authorised Authority Representative means the Authority representative named in CCN as authorised to approve agreed Variations to the Contract.

  • Appointed Representative has the meaning set forth in Section 10.1.

  • Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.

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

  • Management Representative means an individual designated to hear grievances on behalf of the University.