Indemnity Issue definition

Indemnity Issue shall have the meaning set forth in Section 3.03.
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Indemnity Issue as defined in Section 4.2(a).
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Indemnity Issue is defined in Section 10.7.
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Examples of Indemnity Issue in a sentence

  • The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account.

  • If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto.

  • If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue.

  • The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (a) in all conferences, meetings and proceedings with any Tax Authority, the subject matter of which is or includes an Indemnity Issue and (b) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue.

  • The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (i) in all conferences, meetings or proceedings with any taxing authority, the subject matter of which is or includes an Indemnity Issue and (ii) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue.

  • Whenever an Indemnified Party becomes aware of the existence of an issue raised by any Tax authority which could reasonably be expected to result in a determination that would increase the liability for any Tax of the other Party hereto or any of its Representatives or Affiliates for any Tax period or require a payment hereunder by the other party (hereinafter an "Indemnity Issue"), the Indemnified Party shall in good faith promptly give notice to an Indemnifying Party of such Indemnity Issue.

  • We see in Francis' struggle the essential relationship between freedom and truth, a question that Fr. Richard John Neuhaus understands to have enormous consequences because of the distorted notions of freedom that permeate our society.

  • The Indemnifying Party and its Representatives, at the Indemnifying Party's expense, shall be entitled to participate (a) in all conferences, meetings and proceedings with any Tax authority, the subject matter of which is or includes an Indemnity Issue and (b) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue.

  • If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnifying Party shall be treated as the responsible party with respect thereto.

  • The responsible party agrees to cooperate in the settlement of any Indemnity Issue with the other Party and to take such other Party's interests into account.


More Definitions of Indemnity Issue

Indemnity Issue has the meaning set forth in Section 6.2.
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Indemnity Issue is defined in Section 6.01(a).
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Indemnity Issue has the meaning set forth in Section 5.2. "International Group" means International, Daka and Daka's Subsidiaries. "International Tax Item" means a Tax Item that is attributable to the International Group and is not a UCRI Tax Item. "Joint Tax Return" means any Tax Return that includes a member of the International Group and a member of the UCRI Group. "UCRI Group" means UCRI and all other Subsidiaries of UCRI, determined immediately after the Distribution and the Merger. "UCRI Tax Item" means a Tax Item solely attributable to the UCRI Group. "Non-Filing Party" means the group or member of a group which is included in any Tax Return but is not the Responsible Party or a member of the Responsible Party's group with respect to such Tax Return. "Other Taxes" has the meaning set forth in Section 3.1(c). "Post-Distribution Taxable Period" means a taxable period beginning after the Closing Date. "Post-Tax Indemnification Period" means any Post-Distribution Taxable Period and that portion, beginning on the day after the Closing Date, of any Straddle Period. "Pre-Distribution Taxable Period" means a taxable period ending on (and including) or before the Closing Date. "Responsible Party" means the party responsible for the filing of a Tax Return as determined under Section 2.2. "Reverse Timing Difference" means an increase in income, gain or recapture, or a decrease in deduction, loss or credit, as calculated for Income Tax purposes, of the taxpayer for the Tax Indemnification Period coupled with an increase in deduction, loss or credit, or a decrease in income, gain or recapture, of the taxpayer for any Post-Tax Indemnification Period. "Straddle Period" means a taxable period that includes but does not end on the Closing Date. 2 5
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Indemnity Issue shall have the meaning set forth in Section 4.02.
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Indemnity Issue is defined in Section 4.01 (a) herein.
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Indemnity Issue is defined in Section 5.02(a) of this Agreement.
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Related to Indemnity Issue

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Indemnity Escrow Amount means $3,000,000.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • Title insurance agent means an agent licensed in the Commonwealth to sell, solicit, or negotiate

  • Required Surety Payment With respect to any Additional Collateral Loan that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal portion of the Realized Loss with respect to such Mortgage Loan and (ii) the excess, if any, of (a) the amount of Additional Collateral required at origination with respect to such Mortgage Loan over (b) the net proceeds realized by the Subservicer from the related Additional Collateral.

  • Indemnity Notice shall have the meaning specified in Section 9.3(b).

  • Indemnity means the payment of an amount to offset all or part of an insured loss.

  • Title Insurance Company means the company that has or will issue the title policies with respect to a Leased Property, which company shall be reasonably acceptable to the Funding Parties.

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Insurance adjuster means a person who directs or conducts the investigation, negotiation, or settlement of a claim under an insurance policy other than life insurance or an annuity, on behalf of an insurer, policyholder, or a claimant under an insurance policy.

  • Indemnity Period means the period during which the results of the business are affected resulting from the occurrence beginning with the date of the accident causing injury but not exceeding the maximum indemnity period

  • Title Insurance Policy A title insurance policy maintained with respect to a Mortgage Loan.

  • Claim Certificate shall have the meaning set forth in Section 8.6(a).

  • Title Insurance Policies means, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form acceptable to Lender (or, if an Individual Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Lender) issued with respect to such Individual Property and insuring the lien of the Mortgage encumbering such Individual Property.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Acceptable Insurance Default shall have the meaning assigned to such term or analogous term in the Servicing Agreement.

  • Tax Indemnity Agreement means that certain Tax Indemnity Agreement [NW ____ _], dated as of the date hereof, between the Owner Participant and Lessee, as originally executed or as modified, amended or supplemented pursuant to the applicable provisions thereof.