Indemnitee Representative definition

Indemnitee Representative means ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 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 (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 shall have the meaning specified in Section 6.17.
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Examples of Indemnitee Representative in a sentence

  • If the Indemnitor Representative and the Indemnitee Representative should so agree, they shall each execute a Joint Written Direction and deliver it to the Escrow Agent.

  • The failure of the Indemnitee or the Indemnitee Representative, as applicable, to give such Notice of Claim shall not relieve any Indemnifying Party of its indemnification obligations under this Agreement except to the extent that such omission results in a failure of actual notice to it and it is materially injured as a result of the failure to give such Notice of Claim.

  • The Indemnifying Parties shall, at their expense, undertake the defense of such Claim with attorneys of their own choosing satisfactory in all respects to the Indemnitee or the Indemnitee Representative, as applicable.

  • In the defense of any Claim, the Indemnifying Parties shall not, except with the consent of the Indemnitee or the Indemnitee Representative, as applicable, consent to entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief, or that does not include as an unconditional term thereof the giving by the person or persons asserting such Claim to such Indemnitee of a release from all liability with respect to such Claim.

  • 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.

  • If the Indemnitee Representative and the Indemnitor Representative shall reach a settlement with respect to any such dispute, they shall jointly deliver written notice of such settlement to the Escrow Agent specifying the terms thereof.

  • If after such thirty (30) day period there remains a dispute as to any Claims, the Indemnitee Representative and the Indemnitor Representative shall attempt in good faith for twenty (20) days thereafter to agree upon the rights of the respective parties with respect to each of such claims.

  • If the Indemnitee Representative and the Indemnitor Representative shall be unable to reach a settlement with respect to a dispute, such dispute shall be resolved by arbitration pursuant to Section 3(d) below.

  • The Indemnitee Representative on behalf of the Indemnitee will have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnitor Representative’s right on behalf of the Indemnitor to direct the defense.

  • In the event the Indemnitee or the Indemnitee Representative reasonably concludes that the Claim or the circumstances giving rise thereto may present a conflict of interest between one or more of the Indemnifying Parties and one or more Indemnitee, such Indemnitee or the Indemnitee Representative may participate in such defense with counsel of its choosing at the expense of the Indemnifying Parties.


More Definitions of Indemnitee Representative

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 means (a) where the Indemnified Person is any Purchaser Indemnified Person, Purchaser, or (b) where the Indemnified Person is any Seller Indemnified Person, the Sellers’ Representative.
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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

  • 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 a person (whether an employee or not) elected or chosen by an employee, or elected or chosen by a group of employees in a workplace, to represent the individual and/or collective views of those employees in relation to a matter under this Agreement.

  • 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: