Indemnifying Participant definition

Indemnifying Participant has the meaning assigned to it in Subsection 3.7(a) of the Agreement.
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Indemnifying Participant has the meaning described in Subsection 2.5.1.
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Indemnifying Participant means a Participant that is obligated to provide indemnification pursuant to Article 3 of this Agreement.
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Examples of Indemnifying Participant in a sentence

  • Any settlement or compromise of a matter by the Indemnifying Participant shall include a full release of claims against the Indemnified Participant which has arisen out of the indemnified claim or demand.

  • Each Participant shall indemnify the other Participant, its directors, officers, employees, agents and attorneys or Affiliates (collectively "Indemnified Participant") against any loss, cost, expense, damage or liability (including legal fees and other expenses) arising out of or based on a breach by the Participant ("Indemnifying Participant") of any representation, warranty or covenant contained in this Agreement including, subject to §8.3, a breach of a participant's duties as Manager pursuant to §8.2.

  • The Indemnifying Participant shall have the right, but not the obligation, by notifying the Indemnified Participant within thirty (30) days after its receipt of the Notice of the claim or demand, to assume the entire Control of (subject to the right of the Indemnified Participant to participate, at the Indemnified Participant’s expense and with counsel of the Indemnified Participant’s choice), the defense, compromise, or settlement of the matter.

  • Failure to promptly give such notice or to provide such information and documents shall not relieve the Indemnifying Participant from the obligation hereunder to respond to or defend the Indemnified Participant or its Representatives against such Claim unless such failure shall materially diminish the ability of the Indemnifying Participant to respond to or to defend the Indemnified Participant or its Representatives against such Claim.

  • 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 Indemnifying Participant shall have the right, but not the obligation, by notifying the Indemnified Participant within thirty (30) days after its receipt of the notice of the claim or demand, to assume the entire control of (subject to the right of the Indemnified Participant to participate, at the Indemnified Participant’s expense and with counsel of the Indemnified Participant’s choice), the defense, compromise, or settlement of the matter.

  • 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.

  • Any subsequent disallowance or loss of such refund (as a result of a redetermination of the claim giving rise to such payment by such Tax Indemnitee Participant to a Tax Indemnifying Participant by any taxing authority or as a result of a judicial proceeding with respect to such claim) shall be treated as a loss subject to indemnification under this Schedule 8.4(b) without regard to Section 3.3 hereof.

  • The Indemnifying Participant shall pay each Indemnitee’s reasonable out-of-pocket expenses incurred in connection with such cooperation.

  • 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.


More Definitions of Indemnifying Participant

Indemnifying Participant has the meaning given to such term in Section 16.2 of this Agreement.
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Indemnifying Participant has the meaning set out in section 5.4;
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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).
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Related to Indemnifying Participant

  • Indemnifying Party shall have the meaning set forth in Section 5(c).

  • Indemnifying Person shall have the meaning set forth in Section 5(c) hereof.

  • Indemnifying Persons means and includes the Seller Indemnifying Persons or the Purchaser Indemnifying Persons, as the case may be.

  • Tax Indemnifying Party shall have the meaning set forth in Section 7.6(d).

  • Indemnifying Parties has the meaning set forth in Section 6.08(b).

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

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

  • Indemnifying Party Information [(A)] All information in the Prospectus Supplement, the Offering Circular or any Free Writing Prospectus or any amendment or supplement thereto (i) contained under the headings "Summary--Relevant Parties--Responsible Party [and Servicer,"] "The Mortgage Loan Pool--Underwriting Guidelines" [and "The Servicer"] and (ii) regarding the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties (but in the case of this clause (ii), only to the extent any untrue statement or omission arose from or is based upon errors or omissions in the information concerning the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties, as applicable, provided to the Depositor or any affiliate by or on behalf of the Indemnifying Party) [and (B) static pool information regarding mortgage loans originated or acquired by the Seller [and included in the Prospectus Supplement, the Offering Circular, the ABS Informational and Computational Materials or the Free Writing Prospectus or any amendment or supplement thereto][incorporated by reference from the website located at ___________]].

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • First party claimant means an individual, corporation, association, partnership, or other legal entity asserting a right to payment as a covered person under an insurance policy or insurance contract arising out of the occurrence of the contingency or loss covered by such a policy or contract.

  • Investor Indemnified Party is defined in Section 4.1.

  • Indemnitor has the meaning set forth in Section 12.3.

  • Tax Indemnitee as defined in Section 3.01(5).

  • Indemnitee has the meaning assigned to such term in Section 9.03(b).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

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

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

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

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