Parent Indemnifying Party definition

Parent Indemnifying Party has the meaning set forth in Section 8.2.
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Parent Indemnifying Party is defined in Section 9.1.
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Parent Indemnifying Party has the meaning established in Section 8.1(a).
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Examples of Parent Indemnifying Party in a sentence

  • Following receipt by Parent or Selling Securityholders’ Representative, as applicable, of the Objection Notice, if any, Parent (on behalf of a Parent Indemnifying Party) and the Selling Securityholders’ Representative shall promptly, and within ten (10) Business Days, meet to attempt to resolve the rights of the respective parties with respect to each Indemnification Claim that is the subject of the Objection Notice.

  • The Indemnifying Party hereby covenants and agrees that at any time the Indemnifying Party is obligated to indemnify a Indemnitee for Damages under this Article XI and such Damages are to be paid out of the Escrow Shares, if requested by Parent, Indemnifying Party shall execute and deliver to the Escrow Agent written instructions pursuant to the Escrow Agreement to release to the Indemnitee such portion of the Indemnity Deposit as is necessary to indemnify the Indemnitee for such Damages.

  • Except as set forth below, the maximum amount a Company Indemnified Party may recover from a Parent Indemnifying Party pursuant to the indemnity set forth in Section 6.2 hereof for Losses as a result of the breach or inaccuracy of the Specified Representations shall be limited to an amount equal to the Closing Amount, plus the First and Second Future Amounts less all amounts previously paid to a Company Indemnifying Party (the "Parent Specified Rep Indemnification Cap").

  • No Parent Indemnifying Party shall be liable under Section 9.2(a)(iii), and the Parent Indemnified Parties will not look to the Parent Indemnifying Parties with respect to any claim under Section 9.2(a)(iii) for which the Shareholder Representative is notified following the termination of the Escrow Period or if and to the extent the amount recoverable pursuant to Section 9.2(a)(iii) exceeds the portion of the Escrow Stock Amount remaining in the Indemnity Escrow Account.

  • The obligations of the Parent Indemnifying Party and the Company Indemnifying Party under Section 9.1 and Section 9.2 shall expire two (2) years from the Closing Date, except with respect to: (i) an indemnification claim asserted in accordance with the provisions of this Article IX which remains unresolved, for which the obligation to indemnify shall continue until such claim is resolved; and (ii) resolved claims for which payment has not yet been paid to the indemnified party.

  • Post-closing, Parent shall not be required to provide any indemnification, advancement of expenses or exculpation to any Parent Indemnifying Party pursuant to any Company Organizational Document (or AgEagle Organizational Document) or indemnification agreement with any Parent Indemnifying Party, in connection with any claim for indemnification properly brought pursuant to ARTICLE VIII.

  • If the total amount of all Indemnification Claims under this Section 8.5.2 does not exceed $100,000, then the Parent Indemnifying Party shall have no obligation with respect to any such Indemnification Claim.

  • Clearly, some of these elements can be in turn strengthened over time by club success.

  • The researched management board member argues: ‘It is valid not to fall into the tax trap.

  • Parent Indemnifying Party shall pay or cause to be paid to Buyer the portion of Taxes in respect of a Straddle Tax Return as finally determined hereunder upon the later of (i) ten (10) calendar days after agreement between the parties or final determination by the Reviewing Accountants (as the case may be), or (ii) two (2) calendar days prior to the due date for filing such Straddle Tax Return.


More Definitions of Parent Indemnifying Party

Parent Indemnifying Party shall have the meaning set forth in Section 6.2(a).
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Related to Parent Indemnifying Party

  • Indemnifying Parties has the meaning set forth in Section 6.08(b).

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

  • Indemnifying Party shall have the meaning set forth in Section 5(c).

  • Indemnifying Persons means and includes the Seller Indemnifying Persons or the Purchaser Indemnifying Persons, as the case may be.

  • Indemnifying Person shall have the meaning set forth in Section 5(c) hereof.

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Investor Indemnified Party is defined in Section 4.1.

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

  • Indemnifying Party Information [(A)] All information in the Prospectus Supplement, the Offering Circular or any Free Writing Prospectus or any amendment or supplement thereto (i) contained under the headings "Summary--Relevant Parties--Responsible Party [and Servicer,"] "The Mortgage Loan Pool--Underwriting Guidelines" [and "The Servicer"] and (ii) regarding the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties (but in the case of this clause (ii), only to the extent any untrue statement or omission arose from or is based upon errors or omissions in the information concerning the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties, as applicable, provided to the Depositor or any affiliate by or on behalf of the Indemnifying Party) [and (B) static pool information regarding mortgage loans originated or acquired by the Seller [and included in the Prospectus Supplement, the Offering Circular, the ABS Informational and Computational Materials or the Free Writing Prospectus or any amendment or supplement thereto][incorporated by reference from the website located at ___________]].

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Parent Indemnitees has the meaning set forth in Section 8.02.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).