Examples of Indemnifying Party Representative in a sentence
Thereafter, each Indemnified Party shall deliver or cause to be delivered to such Indemnifying Party Representative, within five (5) Business Days after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to the Third Party Claim.
If an Indemnified Party incurs Losses for which it is entitled to indemnification under this Section 7, other than as a result of a Third Party Claim, then the Indemnified Party Representative may deliver written notice of its claim for such indemnification to the Indemnifying Party Representative describing its claim for indemnification with reasonable specificity and setting forth, to the extent known, an estimated amount of Losses.
Any part of the Claimed Amount that is not agreed to be owed to the Indemnified Party pursuant to the Response Notice (or the entire Claimed Amount, if the Indemnifying Party Representative asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnified Party) is referred to herein as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnified Party to the Claimed Amount).
If a Response Notice is not received by the Indemnified Party from the Indemnifying Party Representative prior to the expiration of the Dispute Period, then the Indemnifying Party Representative shall be conclusively deemed to have agreed that an amount equal to the full Claimed Amount is owed to the Indemnified Party.
Delay or failure in so notifying the Indemnifying Party Representative shall relieve the indemnifying parties of their obligations under this Article VII only to the extent, if at all, that the indemnifying parties are prejudiced by reason of such delay or failure.
If the Indemnifying Party Representative in such response contests the payment of all or part of the Claimed Amount, then the Indemnifying Party Representative and the Indemnified Party Representative shall use good faith efforts to resolve such dispute in accordance with Section 7.5(c) below.
In respect of any optional redemption provided for above, if less than all of the Bonds shall be called for redemption, the particular Bonds or portions of Bonds to be redeemed shall be selected by the Trustee by lot, provided, however, that Pledged Bonds, if any, shall be called for redemption, in the same manner, prior to any other Bonds.
The applicable Indemnifying Party Representative shall have the right to enforce this Article X on behalf of any Purchaser Indemnified Person or Equityholder Indemnified Person, as applicable.
If the Indemnifying Party Representative does not assume control of such defense, the Indemnified Party Representative shall control such defense on behalf of the Indemnified Party.
If the Indemnified Party and the Indemnifying Party Representative are unable to resolve all such claims within such time period, the Indemnified Party or Indemnifying Party Representative may thereafter pursue any legal remedies available to it with respect solely to the unresolved claims, subject, to the extent applicable, to the De Minimis Claim Amount, the Indemnification Deductible, the Indemnification Cap and the other provisions of this Article IX.