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.