Indemnitor Representative definition

Indemnitor Representative means D. Xxxx Xxxxxx or any other person designated in a writing signed by the Owners (as hereinafter defined) and delivered to Escrow Agent and Parent Representative in accordance with the notice provisions of this Agreement, to act as the Holders’ representative under this Agreement. D. Xxxx Xxxxxx has been designated, pursuant to the Merger Agreement and the letters of transmittal delivered by the Holders in connection with the closing of the transactions contemplated by the Merger Agreement, to represent the Holders, and to act on their behalf for purposes of this Agreement.

Indemnitor Representative means (a) in the case of a claim for Damages under Section 8.1, Seller, or (b) in the case of a claim for Damages under Section 8.2, Purchaser.

Indemnitor Representative shall have the meaning specified in Section 6.16.

Examples of Indemnitor Representative in a sentence

• 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 Purchaser or Target is required to deposit or to make a payment of Taxes under a Tax Claim in respect of which indemnification is or may be required to be made under this Agreement, the applicable Indemnifying Party shall promptly (and, in any event, within 30 days of the date that Purchaser notifies the Indemnitor Representative of the requirement to make the payment) reimburse Purchaser in respect of such payment.

• If the Indemnitor Representative fails to respond in writing to the Direct Claim within the 30-day period specified in Section 8.7(a), the Indemnifying Party is deemed to have agreed to the validity and amount of the Direct Claim and shall promptly pay in full the amount of the Direct Claim to the Indemnified Person.

• 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 Indemnitor Representative shall provide Purchaser with such information with respect to the Tax Claim as may become available to the applicable Indemnifying Party and the Indemnitor Representative shall cooperate with Purchaser in the conduct of all Tax Proceedings relating to such Tax Claim and related inquiries or investigations.

More Definitions of Indemnitor Representative

Indemnitor Representative means Frank B. Wingate or such other person appointed as set forth in Section 0.00(x).

Indemnitor Representative means Xxxxxx X. Xxxxxx, III.

Indemnitor Representative each has the meaning set forth in Section 10.4.1.

Indemnitor Representative means, in the case of a claim brought by an Indemnitee pursuant to Section 14.1, the Stockholder Representative (acting on behalf of the Company Securityholders), and, in the case of a claim brought by an Indemnitee pursuant to Section 14.3, Parent.

Indemnitor Representative means ICCE, in the case of ICCE, and Xxxxxx X. Xxxxxxxxx, Xx., in the case of the Shareholders.

Indemnitor Representative means Xxxxx Xxxxxxxxx or his designee until the Other Indemnitors' Escrow Assets held in the Other Indemnitors' Escrow Account are zero, and thereafter shall mean Xxxxxx Xxxxxxxx or CMG's designee.

Indemnitor Representative means (a) in the case of a claim for Damages under Section 6.1, Sellers’ Representative, or (b) in the case of a claim for Damages under Section 6.2, Purchaser.