Indemnitee Representative definition

Indemnitee Representative means Xxxxxx X. Xxxxxxx or any other person (other than any person who is a Holder or present or former affiliate of a Holder) designated in a writing signed by the then-existing Parent Representative and delivered to Escrow Agent and Holder Representative in accordance with the notice provisions of this Agreement, to act as Parent’s representative under this Agreement. This provision shall not be amended without the consent of the then-existing Parent Representative.
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Indemnitee Representative means (a) where the Indemnified Person is any Purchaser Indemnified Person, Purchaser, or (b) where the Indemnified Person is any Seller Indemnified Person, Seller.
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Indemnitee Representative shall have the meaning specified in Section 6.17.
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Examples of Indemnitee Representative in a sentence

  • Within thirty (30) days of receipt by the Stockholders’ Representative of any Claim Notice, the Stockholders’ Representative shall deliver a Claim Response to the Indemnitee Representative and Escrow Agent, such delivery to be in accordance with the notice provisions of this Escrow Agreement.

  • The Indemnification Rights of each Indemnitee shall not be exclusive of any other right that any Indemnitee, Representative or other person may have or hereafter acquire under any statute, the Corporation's Certificate of Incorporation, these By-Laws, any employment or other agreement, any vote of stockholders or disinterested directors, or otherwise.

  • Subject to Section 8.9, promptly upon obtaining knowledge thereof, the Indemnitee Representative shall notify the Indemnitor Representative of any cause which the Indemnitee Representative has determined has given or could give rise to indemnification under this Article 8 (an “ Indemnification Notice”).

  • If the Indemnitor Representative and the Indemnitee Representative fail to resolve the dispute within such 20-day time period, the Indemnitee Representative is free to pursue all rights and remedies available to it, subject only to this Agreement.

  • The Indemnification Rights of each Indemnitee shall not be exclusive of any other right that any Indemnitee, Representative or other person may have or hereafter acquire under any statute, the Corporation's Certificate of Incorporation, these By-Laws, any employment or other agreement, a ny vote of stockholders or disinterested directors, or otherwise.

  • Subject to Sections 8.10(b), 8.10(c) and 8.10(d), any payment on account of Damages due from an Indemnifying Party to an Indemnified Person under this Article 8 shall be made in accordance with the terms and conditions of the Escrow Agreement or otherwise in accordance with this Agreement within ten (10) Business Days after the Indemnified Person becomes entitled to indemnification by wire transfer of immediately available funds to an account designated by the Indemnitee Representative.

  • If the Indemnitor Representative disputes the validity or amount of the Direct Claim, the Indemnitor Representative shall provide written notice of the dispute to the Indemnitee Representative within the 30-day period specified in Section 8.7(a).

  • An Indemnitee Representative may enforce an indemnity in favour of any of that Indemnitee Representative’s indemnified Persons on behalf of each such Person.

  • From the time the Indemnified Person is notified of the Third Party Claim, the Indemnified Person and the Indemnitee Representative shall use commercially reasonable efforts to protect their rights and the rights of the Indemnifying Party in respect of such Third Party Claim.

  • The Indemnitor Representative shall, at the sole cost and expense of the Indemnifying Party, cooperate fully with the Indemnitee Representative and use its commercially reasonable efforts to make available to the Indemnitee Representative all relevant information in its possession or under its control and take such other steps as are, in the reasonable opinion of counsel for the Indemnitee Representative, necessary to enable the Indemnitee Representative to conduct the defence.


More Definitions of Indemnitee Representative

Indemnitee Representative means (i) where the Indemnitee is Purchaser, the Company, Parent or any Purchaser Indemnified Person, the Purchaser, or (ii) where the Indemnitee is Seller or a Seller Indemnified Person, the Seller.
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Indemnitee Representative means (i) in the case of Acquisitionco, E&C or a Purchaser Indemnified Person, Acquisitionco, and (ii) in respect of the Shareholder or a Shareholder Indemnified Person, the Shareholder;
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Indemnitee Representative means the person so designated on Schedule A hereto or any other person designated in a writing signed by Indemnitee and delivered to Escrow Agent and Indemnitor Representative in accordance with the notice provisions of this Agreement, to act as Indemnitee’s representative under this Agreement.
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Related to Indemnitee Representative

  • Trustee Representatives has the meaning specified in Section 2.05(b).

  • Licensee representative means an owner, director, officer, manager, employee, agent, or other representative of a licensee, to the extent that the person acts in a representative capacity.

  • Employee Representative means the authorized representative of employees at a site where there is a recognized labor organization representing employees.

  • Indemnitee-Related Entities means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise Indemnitee has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation (other than as a result of obligations under an insurance policy).

  • Exclusive representative means the labor organization that, as a result of certification by

  • Independent representative means a person who:

  • Disclosure Representative means the Finance Director, or his or her designee, or such other person as the Issuer shall designate in writing to the Disclosure Dissemination Agent from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent.

  • Workplace Representative means a person:

  • Engineer-in-charge representative means any officer of the Authority nominated by the Engineer-in-charge for day to day supervision, checking, taking measurement, checking bills, ensuring quality control, inspecting works and other related works for completion of the project.

  • Corporate Representative means an Individual authorised by resolution of the directors or other governing body of a body corporate to represent it;

  • Estate Representative means an executor, an administrator, an administrator with the will annexed, a liquidator, or an estate trustee with a will or without a will, whether one or more than one is so appointed;

  • Indemnitee Agent Party as defined in Section 9.6.

  • Holder Representative has the meaning specified in Section 11.1.

  • Agent Indemnitees means Agent and its officers, directors, employees, Affiliates, agents and attorneys.

  • Collateral Representative (i) in respect of the ABL/Term Loan Intercreditor Agreement, the ABL Collateral Representative (as defined therein) and the Term Loan Collateral Representative (as defined therein), (ii) if any Junior Lien Intercreditor Agreement is then in effect, the Senior Priority Representative (as defined therein) and (iii) if any Other Intercreditor Agreement is then in effect, the Person acting as representative for the Collateral Agent and the Secured Parties thereunder for the applicable purpose contemplated by this Agreement and the Guarantee and Collateral Agreement.

  • Tax Representative has the meaning set forth in Section 11.4.

  • Procurement Representative means the person authorized by ULA’s cognizant procurement organization to administer and/or execute this Contract.

  • Engineer’s Representative means the official in the civil/ electrical engineering department who is authorized to be in-charge of the work to which these presents relate. It shall include any other official nominated to attend to the supervision of day to day execution of the work to which this CONTRACT relates.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Customer Service Representative means a person that provides an insurance service and insurance product information:

  • Issuer Representative means the Chairman of the Board of the Issuer or such other person at the time, and from time to time, designated by written certificate of the Issuer furnished to the Borrower containing the specimen signature of such person and signed on behalf of the Issuer by its Chairman. Such certificate shall designate an alternate or alternates, any of whom may act at any time as Issuer Representative.

  • Management Representative means an individual designated to hear grievances on behalf of the University.

  • Advisory representative means any Supervised Person, who in connection with his or her regular functions or duties, normally makes, participates in, or otherwise obtains current information regarding the Purchase or Sale of a Security by the Firm, or whose functions relate to the making of any recommendations with respect to such purchases or sales, and any natural Person in a Control relationship to the Firm who obtains information concerning recommendations made concerning a Purchase or Sale of a Security. This definition includes but is not limited to the following: partner, officer, Manager, investment person, Portfolio Manager and any other Supervised Person of the Firm designated as an “Advisory Representative” from time to time by the Review Officer.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Holders’ Representative means the Holders’ Representative named in the first paragraph of this Agreement or any direct or indirect successor Holders’ Representative designated in accordance with Section 6.3.

  • Stockholder Representative has the meaning set forth in the preamble.