Reimbursing Party definition

Reimbursing Party shall have the meaning set forth in Section 11.3.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Reimbursing Party has the meaning assigned to such term in Section 9.02.

Reimbursing Party has the meaning set forth in Section 8.1(c).

Examples of Reimbursing Party in a sentence

• A Party (for purposes of this Section 25.2 the “Reimbursing Party”) shall reimburse the other Party (for purposes of this Section 25.2 the “Reimbursed Party”) for property damage to the Reimbursed Party’s facilities to the extent such damage is caused by the acts or omissions of the Reimbursing Party, its agents, contractors or employees.

• Sellers, on the one hand, or Buyer on the other hand, as the case may be (the “Reimbursing Party”) shall provide reimbursement for any Tax paid by the other (the “Paying Party”), all or a portion of which is the responsibility of the Reimbursing Party in accordance with the terms of this Agreement.

• Such examination is to be made at the expense of the Expense Reimbursing Party, except in the event that the results of the audit reveal a discrepancy in favor of the Expense Incurring Party of [****] or more over the period being audited, in which case reasonable audit fees for such examination shall be paid by the Expense Incurring Party.

• Within a reasonable time prior to the payment of any such Tax, the Paying Party shall give notice to the Reimbursing Party of the Tax payable and the Paying Party’s and Reimbursing Party’s respective liability therefor, although failure to do so will not relieve the Reimbursing Party from its liability hereunder except to the extent the Reimbursing Party is prejudiced thereby.

• Unless the Expense Reimbursing Party obtains the prior written consent of the Expense Incurring Party, such accounting firms must be selected from among the four largest U.S. accounting firms.

More Definitions of Reimbursing Party

Reimbursing Party has the meaning set forth in Section 6.7.

Reimbursing Party shall have the meaning set forth in Section 4.1 of this Agreement.

Reimbursing Party has the meaning set forth in Section 2.2(d).

Reimbursing Party is defined in Section 7.6(c)(iii).

Reimbursing Party shall have the meaning set forth in Section 26(c). "Inspection Period" shall have the meaning set forth in Section 6. "Knowledge of Seller", "To the Best Knowledge of Seller" shall mean the actual, present knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇▇.

Reimbursing Party means any Party obligated to make any payment to any other Party pursuant to this Agreement.

Reimbursing Party is defined in Section 9.1(c). “Representatives” means, when used with respect to any Person, the directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives of such Person and its Subsidiaries. “Retained Books and Records” means the company seal, minute books, stock certificates, stock or equity record books and ledgers, Tax Returns and other books, records and work papers related to Taxes paid or payable by Seller or its Affiliates, work papers and such other books and records as pertain to the organization, qualification to do business, existence or capitalization of Seller or any Affiliate thereof, books and records that Seller is required to retain under applicable Law, books and records that primarily relate to an Excluded Asset or Excluded Liability and all of Seller’s communications, documents, or materials primarily related to the Excluded Assets and the Excluded Liabilities or that are subject to any confidentiality, work product doctrine, common interest, joint defense privilege or other privilege, and electronic and tangible documents reflecting such communications and materials. “Royalty-Bearing Product” means any Product that, at the time of its First Commercial Sale, is covered by, or is developed in whole or in part by processes covered by, a Valid Claim, in the country where the Product is made, sold or used. “Sale Hearing” means the hearing conducted by the Bankruptcy Court to approve the Transactions. “Sale Order” means an Order of the Bankruptcy Court, in form and substance acceptable to the Purchaser, with any changes that Purchaser may approve in advance, which approval shall not be unreasonably withheld, conditioned, or delayed, that has not been stayed, vacated or stayed pending appeal, which, among other things, (a) approves, pursuant to Sections 105, 363 and 365