Reimbursed Party definition
Examples of Reimbursed Party in a sentence
Notwithstanding the foregoing, if the Seller has confirmed to a Reimbursed Party that it will reimburse the Reimbursed Party for Losses incurred with respect to a Third Party Claim, then the Seller will reimburse all such Losses, regardless of the Loss Limit.
Promptly after receipt by any Reimbursed Party of notice of the commencement, or threatened commencement, of any action subject to the reimbursement obligation contained in this Section 7.2, such Reimbursed Party shall promptly notify the City thereof, provided that failure to give such notice shall not relieve the City from any liability to such Reimbursed Party hereunder.
Net Revenues shall constitute the sole source of funds available to the City for the payments, if any, owing to a Reimbursed Party.
Notwithstanding the preceding sentence, in the event that the Reimbursed Party receives written notice of any pending or threatened tax examination, audit or other administrative or judicial proceeding (a “Tax Contest”) that could reasonably be expected to result in a reimbursement obligation of the Reimbursed Party pursuant to this Section 6.02, the Reimbursed Party shall notify the Reimbursing Party in writing within thirty (30) calendar days of receipt of such notice.
Such written demand by the Reimbursed Party shall be accompanied by reasonable proof of the Reimbursed Party’s right to payment.
On or before the fifteenth (15th) business day after the end of each month during the term of this Agreement, the Party entitled to reimbursement pursuant to Section 1.6 hereof (the “Reimbursed Party”) shall send, or cause to be sent, an itemized invoice to the Party from whom such reimbursement is sought (the “Reimbursing Party”) detailing all reimbursable expenses under Section 1.6 incurred by such Reimbursed Party for or on behalf of such Reimbursing Party during the preceding month.
The failure of a Reimbursed Party to notify the Stockholder Representative of such claim shall not limit the possibility for the reduction of the Escrow Deposits with respect to such claim except to the extent the Reimbursing Parties demonstrate that the defense of such claim is materially prejudiced by such failure.
In the circumstances described in the preceding sentence, the Reimbursed Party shall, promptly upon its assumption of the defense of such claim, make a Reimbursement Claim as specified in Section 11.3 which shall be deemed a Reimbursement Claim that is not a Third Party Claim for the purposes of the procedures set forth herein.
If, however, the Reimbursing Parties fail or refuse to undertake the defense of such Third Party Claim within twenty (20) days after written notice of such claim has been given to the Stockholder Representative by the Reimbursed Party, the Reimbursed Party shall have the right to undertake the defense, compromise and settlement of such claim with counsel of its own choosing.
If the Reimbursed Party desires to participate in, but not control, any such defense, compromise and settlement, it may do so at its sole cost and expense.