Indemnifying Company definition
Examples of Indemnifying Company in a sentence
Within 15 days of the Indemnifying Company’s receipt of each Reimbursement Statement, the Indemnifying Company shall pay to the Controlling Company the total amount of the Indemnification Expenses shown on such Reimbursement Statement.
The Controlling Company shall provide the Indemnifying Company with a written statement (a “Reimbursement Statement”) periodically (but not more often than monthly) that sets forth the amount of the Controlling Company’s Indemnification Expenses since the most recent Reimbursement Statement and due hereunder.
If the Indemnifying Company is not the Controlling Company, the Indemnifying Company shall reimburse the Controlling Company for its costs (including accountant’s fees, investigatory fees and fees and disbursements of tax counsel) (“Indemnification Expenses”) incurred in any Tax Contest that are reasonably allocable to the portion of the contested Taxes that would be the responsibility of the Indemnifying Company hereunder upon a Final Determination that such contested Taxes are due.
Each of the Companies shall provide prompt notice to the other Companies of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware that could affect any Tax liability for which any of the other Companies may be responsible under this Agreement, provided, however, that failure to give prompt notice shall not affect the indemnification obligations hereunder except to the extent the Indemnifying Company is actually prejudiced thereby.
The Applicant and the Relevant Indemnifying Company agree (on a joint and several basis) immediately on demand (or, if such Bond provides a time within which the relevant Issuing Bank must make payment in respect of a claim, no later than one Business Day before the last date on which the Issuing Bank must make such payment) to pay to the Agent for the relevant Issuing Bank an amount equal to the amount of any claim in respect of a Bond.
If the Stockholder Representatives (on behalf of the Indemnifying Company Stockholders) are the Indemnifying Parties, the reasonable and documented expenses of the Stockholder Representatives incurred in defending a Third-Party Claim (or any participation in a Third-Party Claim that could result in Damages to the Stockholder Representatives) shall be reimbursed, when and as incurred.
It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents unless, in the case of an Indemnifying Company, the Applicant provides full cash cover in respect of each Bond issued to support the obligations of that Indemnifying Company.
Notwithstanding the foregoing, each Stockholder Representative (on behalf of the Indemnifying Company Stockholders) shall continue to be entitled to assert any limitation on any claims contained in Section 9.02 and Section 9.03.
The Applicant’s obligations to provide cash security in accordance with Clause 21.1 (Recalculation of cash security) are and shall be without prejudice to any other obligation of the Company, the Applicant or any Indemnifying Company to provide any other cash cover pursuant to the terms of this Agreement.
Without limiting the generality of the foregoing, the Stockholder Representative shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Indemnifying Company Indemnifying Stockholders and their successors.