Indemnifying Participant definition

Indemnifying Participant has the meaning described in Subsection 2.5.1.

Indemnifying Participant has the meaning assigned to it in Subsection 3.7(a) of the Agreement.

Indemnifying Participant means a Participant that is obligated to provide indemnification pursuant to Article 3 of this Agreement.

Examples of Indemnifying Participant in a sentence

• Each Tax Indemnitee Participant shall use reasonable efforts to obtain official receipts indicating the payment of all Taxes that are subject to indemnification under Section 3.1 hereof and that are paid by such Tax Indemnitee, and shall promptly on request send to each Tax Indemnifying Participant each such receipt or other such reasonably available evidence of payment as is reasonably acceptable to Tax Indemnifying Participant.

• At a Tax Indemnifying Participant's request, the accuracy of any calculation of amount(s) payable pursuant to this Schedule 8.4(b) shall be verified by independent public accountants selected by the Tax Indemnitee Participant and reasonably satisfactory to Tax Indemnifying Participant and such verification shall bind such Tax Indemnitee Participant and such Tax Indemnifying Participant.

• A Tax Indemnifying Participant's obligations under this Schedule 8.4(b) are those of a primary obligor and each Tax Indemnitee Participant seeking payment, reimbursement or indemnification from a Tax Indemnifying Participant may proceed directly against such Tax Indemnifying Participant without first seeking to enforce any other right of indemnification or reimbursement.

• Any payment due hereunder from such Tax Indemnitee Participant to a Tax Indemnifying Participant on account of the receipt of any refund of tax shall be paid within 30 days after the receipt of such refund.

• Such a statement shall accompany any notice furnished to, or demand made upon, Tax Indemnifying Participant by such Tax Indemnitee Participant pursuant to this Schedule 8.4(b).

• If a Dispute arises between a Tax Indemnitee Participant and a Tax Indemnifying Participant regarding the application of any provision of this Schedule 8.4(b) (excluding any dispute that is governed by Sections 5.1, 5.2, and 5.3 hereof), such Dispute shall be governed by Article XVII of the Ownership Agreement.

• Upon receipt of a notice of Assignment, any obligation of the Tax Indemnitee Participant to Tax Indemnifying Participant shall become an obligation of the Tax Indemnitee Participant to Tax Indemnifying Participant Lessee.

• If such Tax Indemnitee Participant fails to contest or to permit a contest hereunder, such Tax Indemnitee Participant will not be required to pay over to a Tax Indemnifying Participant any amount representing tax benefits which result from any amount as to which such Tax Indemnitee Participant has been deemed to have waived its right to any indemnity payment hereunder.

• The amount of any indemnity payable by a Tax Indemnifying Participant to a Tax Indemnitee Participant pursuant to Article 3 hereof and any Gross-Up shall be calculated on the basis of the tax detriments and benefits incurred or to be incurred (for the purposes of Section 3.2 hereof as a result the same event giving rise to the Inclusion Event) by such Tax Indemnitee Participant and such amounts shall be computed in accordance with the rates assumed in Section 2.1 hereof and the other Tax Assumptions.

• For the purposes of this Section 4.2(a) and the definition of "After- Tax Basis", "Gross-Up" means the portion of any payment due from a Tax Indemnifying Participant to a Tax Indemnitee Participant pursuant to Sections 3.1 and 3.2 hereof that is calculated to indemnify such Tax Indemnitee, or the portion of any reverse payment from such Tax Indemnitee Participant to such Tax Indemnifying Participant, on an After-Tax Basis.

More Definitions of Indemnifying Participant

Indemnifying Participant has the meaning given to such term in Section 16.2 of this Agreement.

Indemnifying Participant has the meaning ascribed thereto in Section 3.7(a). (oo) “Initial Contribution” means that contribution which each Participant agrees to make, or is deemed to have made, pursuant to Section 6.2(a).

Indemnifying Participant has the meaning set out in section 5.4;