Indemnification Representative definition

Indemnification Representative shall have the meaning set forth in Section 1.10(a).
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Indemnification Representative means Xxxxxxxxx Venture Partners II-A, L.P., unless changed by written notice to the Buyer from Xxxxxxxxx Venture Partners II-A, L.P. or its successor.
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Indemnification Representative as used herein shall be deemed to include any successor Indemnification Representative.
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Examples of Indemnification Representative in a sentence

  • This Agreement may be amended only with the written consent of the Parent, the Escrow Agent and the Indemnification Representative.

  • Each successor Indemnification Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Indemnification Representative, and the term “Indemnification Representative” as used herein shall be deemed to include each successor Indemnification Representative.

  • The Indemnification Representative shall have no obligation to solicit consents or proxies from the Indemnifying Stockholders for purposes of any such vote.

  • Any notice given to the Indemnification Representative will constitute notice to each and all of the Holders at the time notice is given to the Indemnification Representative.

  • Any action taken by, or notice or instruction received from, the Indemnification Representative will be deemed to be an action by, or notice or instruction from, each and all of the Holders.

  • The Indemnification Representative shall have unlimited authority and power to act on behalf of each Holder with respect to this Escrow Agreement and the disposition, settlement, or other handling of all Claims, notices, rights, or obligations arising under this Escrow Agreement so long as all Holders are treated in the same manner (in respect of their proportional interests in the Escrow Shares).

  • The Escrow Agent shall notify the Indemnification Representative of any such amount payable by the Indemnifying Stockholders as soon as it becomes aware that any such amount is payable, with a copy of such notice to the Parent.

  • The Indemnification Representative shall have full power and authority on behalf of each Indemnifying Stockholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Indemnifying Stockholders under this Article VI.

  • The Indemnification Representative shall have no liability to any Indemnifying Stockholder for any action taken or omitted on behalf of the Indemnifying Stockholders pursuant to this Article VI.

  • The Holders shall cause to be delivered to Parent and the Escrow Agent prompt written notice of such election of a successor Indemnification Representative.


More Definitions of Indemnification Representative

Indemnification Representative means Xxxx Xxxxxx.
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Indemnification Representative means Executive Sounding Board ------------------------------ Advisors, Inc.
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Indemnification Representative shall have the meaning specified in Section 6.5.
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Indemnification Representative has the meaning set forth in Section 1C.3.
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Indemnification Representative shall have the meaning set forth in Section 7.2.
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Related to Indemnification Representative

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

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

  • Independent representative means a person who:

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

  • 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);

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

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

  • Association Representative A member of the Association, who has been designated as a representative by the Association or a staff person of the Association.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

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

  • 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.

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

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

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

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

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

  • Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(a).

  • 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.

  • Non-Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

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

  • Designated Representative has the meaning set forth in Section 6(j)(v) of this Agreement.

  • Nominated Representative means, in respect of each party, the person whose details are set out in the Special Conditions (if any).

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