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.
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.
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.
Each Company shall provide prompt notice to the other Company 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 the other Company 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.
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.
No Indemnifying Company shall oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
As security for the obligations of the Indemnified Acquirors in this Article VIII, at Closing, the Indemnifying Company Stockholders shall deposit with the Escrow Agent pursuant to the Escrow Agreement an aggregate of 5,040,000 Consideration Shares otherwise issuable to such Indemnifying Company Stockholder (collectively, the “Escrow Shares”).