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

• 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.

• Each such successor Indemnitor Representative shall have all the power, authority, rights and privileges hereby conferred upon the original Indemnitor Representative, and the term "Indemnitor Representative" as used herein shall be deemed to include such successor Indemnitor Representative.

• If the Indemnitee shall elect to exercise such right, the Indemnitor Representative shall have the right to participate in, but not control, the defense, compromise and settlement of such Third Party Claim at its sole cost and expense.

• Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof.

• 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.

More Definitions of Indemnitor Representative

Indemnitor Representative means Acsys, in the case of Acsys, and Xxxxxx X. Xxxxxx, in the case of the Shareholders.

Indemnitor Representative means Xxxx in the case of an Indemnification Claim asserted by the Purchaser, and Purchaser in the case of an Indemnification Claim asserted by Xxxx or the Seller.

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

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

Indemnitor Representative means Xxxxx X. Xxxxxxx.

Indemnitor Representative means Xxxxxx X. Xxxxxx, III.

Indemnitor Representative means Advantica in the case of any Indemnification Claim asserted against any Seller, and BAC in the case of any Indemnification Claim asserted against BAC.