Indemnifying Participant definition
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.
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.
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.
Any Indemnifying Participant hereunder shall be subrogated to the rights of the Indemnitee upon payment in full of the amount of the relevant indemnifiable loss.
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.
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.
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 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.
The Indemnifying Participant shall pay each Indemnitee’s reasonable out-of-pocket expenses incurred in connection with such cooperation.