Common use of Indemnity Obligation Clause in Contracts

Indemnity Obligation. The Obligor agrees to indemnify and hold harmless on a net after-tax basis each of (i) WFB and the Security Trustee, (ii) each Beneficiary, and (iii) each of their respective successors and permitted assigns in such capacities, agents, servants, officers, employees and directors (hereinafter in this Article IV referred to individually as an "Indemnitee," and collectively as "Indemnitees") against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, suits, judgments and any and all costs and expenses (including reasonable attorneys' fees, disbursements and other charges) (for the purposes of this Article IV the foregoing are collectively called "Losses") of whatsoever kind and nature imposed on, asserted against or incurred or suffered by any of the Indemnitees in any way relating to, or arising out of, or by reason of any investigation, litigation, or other proceedings (including any threatened investigation, litigation or other proceedings) relating to the Subordinated Engine Mortgage or the exercise or enforcement by the Security Trustee of any of the terms, rights, or remedies hereunder, or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, possession, operation, condition, sale, return or other disposition, or use of the Collateral (including latent or other defects, whether or not discoverable), the violation of an Applicable Law with respect to or arising otherwise in connection with the Collateral, or any tort (including claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property damage) with respect to or arising otherwise in connection with the Collateral (but excluding any such Losses to the extent consisting of Taxes or to the extent incurred by reason of (i) the gross negligence or willful misconduct of such Indemnitee or any related Indemnitee (as defined below), or (ii) breaches by such Indemnitee of any AWA Operative Document to which it is a party). For purposes of subclause (i) above, an Indemnitee shall be considered a "related" Indemnitee with respect to another Indemnitee if such Indemnitee is an Affiliate or employer of such other Indemnitee or a director, officer, employee or agent of such other Indemnitee, or a successor or assignee of such other Indemnitee.

Indemnity Obligation. The Obligor agrees to indemnify and hold harmless on a net after-tax basis each of (i) WFB GECC (in its capacity as Collateral Agent and the Security Trusteeotherwise), (ii) each Beneficiary, Beneficiary and (iii) each of their respective successors and permitted assigns in such capacities, agents, servants, officers, employees and directors (hereinafter in this Article IV referred to individually as an "“Indemnitee," ” and collectively as "“Indemnitees"”) against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, suits, judgments and any and all costs and expenses (including reasonable attorneys' ’ fees, disbursements and other charges) (for the purposes of this Article IV the foregoing are collectively called "“Losses"”) of whatsoever kind and nature imposed on, asserted against on or incurred or suffered by any of the Indemnitees in any way relating to, or arising out of, or by reason of any investigation, litigation, or other proceedings (including any threatened investigation, assertion of a claim or demand for Losses, litigation or other proceedings) relating to the Subordinated Engine Mortgage Mortgages or the exercise or enforcement by the Security Trustee Collateral Agent of any of the terms, rights, or remedies hereunder, or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, possession, operation, condition, sale, return or other disposition, or use of the Collateral (including latent or other defects, whether or not discoverable), the violation of an Applicable Law with respect to or arising otherwise in connection with the Collateral, or any tort (including claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property damage) with respect to or arising otherwise in connection with the Collateral (but excluding any such Losses to the extent consisting of Taxes or to the extent incurred by reason of (i) the gross negligence or willful misconduct of such Indemnitee or any related Indemnitee (as defined below), or (ii) breaches by such Indemnitee of any AWA Operative IAI Transaction Document to which it is a party). For purposes of subclause (i) above, an Indemnitee shall be considered a "related" Indemnitee with respect to another Indemnitee if such Indemnitee is an Affiliate or employer of such other Indemnitee or a director, officer, employee or agent of such other Indemnitee, or a successor or assignee of such other Indemnitee.

Indemnity Obligation. The Obligor agrees to indemnify and hold harmless on a net after-tax basis each of (i) WFB and the Security Trustee, (ii) each Beneficiary, Beneficiary and (iii) each of their respective successors and permitted assigns in such capacities, agents, servants, officers, employees and directors (hereinafter in this Article IV referred to individually as an "Indemnitee," and collectively as "Indemnitees") against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, suits, judgments and any and all costs and expenses (including reasonable attorneys' fees, disbursements and other charges) (for the purposes of this Article IV the foregoing are collectively called "Losses") of whatsoever kind and nature imposed on, asserted against or incurred or suffered by any of the Indemnitees in any way relating to, or arising out of, or by reason of any investigation, litigation, or other proceedings (including any threatened investigation, litigation or other proceedings) relating to the Subordinated Engine Spare Parts Mortgage or the exercise or enforcement by the Security Trustee of any of the terms, rights, or remedies hereunder, or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, possession, operation, condition, sale, return or other disposition, or use of the Collateral (including latent or other defects, whether or not discoverable), the violation of an Applicable Law with respect to or arising otherwise in connection with the Collateral, or any tort (including claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property damage) with respect to or arising otherwise in connection with the Collateral (but excluding any such Losses to the extent consisting of Taxes or to the extent incurred by reason of (i) the gross negligence or willful misconduct of such Indemnitee or any related Indemnitee (as defined below), ) or (ii) breaches by such Indemnitee of any AWA Operative Document to which it is a party). For purposes of subclause (i) above, an Indemnitee shall be considered a "related" Indemnitee with respect to another Indemnitee if such Indemnitee is an Affiliate or employer of such other Indemnitee or a director, officer, employee or agent of such other Indemnitee, or a successor or assignee of such other Indemnitee.

Indemnity Obligation. The Obligor agrees In addition to indemnify all the rights and remedies available to the Administration Agent, the Syndication Agent and each of the Lenders at law or in equity, the Borrower and each Guarantor hereby indemnifies the Administration Agent, the Syndication Agent and each Lender and their successors and permitted assigns and their respective Affiliates, shareholders, officers, directors, employees, agents, and representatives (collectively, the "Indemnified Persons") and save and hold harmless on a net after-tax basis each of them harmless against and pay on behalf of, or reimburse each of them for, any loss (including diminutions in value and consequential damages), liability, demand, suit, claim, action, cause of action, judgement, cost, damage, debt, obligation, deficiency, Tax (including any Taxes imposed with respect to indemnity payments made under this Agreement), penalty, fine, charge and expense, whether or not arising out of any claims by or on behalf of the Borrower, a Guarantor or any other Person, including interest, penalties, reasonable lawyers' fees and expenses and all amounts paid in investigation, defence or settlement of any of the foregoing (collectively "Losses") which any Indemnified Persons may suffer, sustain, or become subject to, as a result of, in connection with, relating or incidental to, or by virtue of: (a) any misrepresentation or breach of warranty on the part of the Borrower or any Guarantor under Article 9 of this Agreement; (b) without duplication of clause (a) above, any misrepresentation in or omission from any of the representations, warranties, statements, schedules and exhibits in or to this Agreement or any certificate or other instrument or document furnished to the Administration Agent, the Syndication Agent or any Lender by the Borrower or any Guarantor pursuant to this Agreement or any other Document; (c) any non-fulfilment or breach of any covenant or agreement on the part of the Borrower or any Guarantor under this Agreement or the Inter-Creditor Agreement including, without limitation, any failure by the Borrower or any Guarantor to pay any amounts owing to a Security Agent pursuant to the terms of the Inter-Creditor Agreement; or (d) any claim whenever made, relating in any way to the Borrower or any Subsidiary and any claim, whenever made, arising out of, relating to, resulting from or caused by any transaction, status, event, condition, occurrence or situation relating to, arising out of or in connection with (i) WFB and the Security Trusteestatus or conduct of the Borrower or any Subsidiary, (ii) each Beneficiarythe execution, performance and delivery by the Borrower, any Guarantor or any Subsidiary of this Agreement and the Documents and agreements contemplated hereby or (iii) each of their respective successors and permitted assigns in such capacities, agents, servants, officers, employees and directors (hereinafter in this Article IV referred any actions taken by or omitted to individually as an "Indemnitee," and collectively as "Indemnitees") against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, suits, judgments and any and all costs and expenses (including reasonable attorneys' fees, disbursements and other charges) (for the purposes of this Article IV the foregoing are collectively called "Losses") of whatsoever kind and nature imposed on, asserted against or incurred or suffered be taken by any of the Indemnitees Indemnified Persons in any way relating to, connection with this Agreement or arising out of, or by reason of any investigation, litigation, or other proceedings (including any threatened investigation, litigation or other proceedings) relating to the Subordinated Engine Mortgage or the exercise or enforcement by the Security Trustee of any of the terms, rights, or remedies hereunder, or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, possession, operation, condition, sale, return or other disposition, or use of the Collateral (including latent or other defects, whether or not discoverable)Documents and agreements contemplated hereby, the violation obligations under this Section shall not extend to Losses of an Applicable Law with respect to or Indemnified Person arising otherwise in connection with the Collateral, or any tort (including claims arising or imposed under the doctrine because of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property damage) with respect to or arising otherwise in connection with the Collateral (but excluding any such Losses to the extent consisting of Taxes or to the extent incurred by reason of (i) the gross negligence or willful wilful misconduct of such Indemnitee or any related Indemnitee (as defined below), or (ii) breaches by such Indemnitee of any AWA Operative Document to which it is a party). For purposes of subclause (i) above, an Indemnitee shall be considered a "related" Indemnitee with respect to another Indemnitee if such Indemnitee is an Affiliate or employer of such other Indemnitee or a director, officer, employee or agent of such other Indemnitee, or a successor or assignee of such other IndemniteeIndemnified Person.

Indemnity Obligation. The Obligor agrees to Licensors jointly and severally shall defend, indemnify and hold harmless on Investor, Xxxxxxxx, and their respective heirs, agents, partners, employees, representatives, assignees, and successors in interest by operation of law or otherwise (each, a net after-tax basis each "Beneficiary") from any and all costs, losses, expenses, or liabilities (including interest, penalties, premiums for bonds, fees of experts and investigators, and all legal fees and costs incurred before a lawsuit is filed and in trial, appellate, bankruptcy, administrative, and judgement execution proceedings) that are paid, incurred, or suffered by a Beneficiary as a result of any of the following (an "Indemnified Loss"); (i) WFB and an actual or alleged intellectual property right infringement arising out of Investor's use, copying, making, accessing, modification, viewillg, adaptation, loading, storage, installation, execution, display, providing to others, sale, production, marketing, or distribution of the Security Trustee, Technology (or any part of it) during the License Period or after Investor or any of its designees purchases any of the Technology or Proprietary Property; (ii) each Beneficiaryan injury to person, and (iii) each damage to property, or loss, theft, or misappropriation of their respective successors and permitted assigns in such capacities, agents, servants, officers, employees and directors (hereinafter in this Article IV referred to individually as property arising out of an "Indemnitee," and collectively as "Indemnitees") against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, suits, judgments and any and all costs and expenses (including reasonable attorneys' fees, disbursements and other charges) (for the purposes of this Article IV the foregoing are collectively called "Losses") of whatsoever kind and nature imposed on, asserted against act or incurred or suffered omission by any of the Indemnitees in any way relating toLicensors or their respective agents, officers, directors, employees, shareholders, or arising out ofrepresentatives, including any negligent acts or by reason omissions; (iii) a breach of any investigation, litigation, warranty or other proceedings representation made by any of the Licensors in this Agreement; (including any threatened investigation, litigation or other proceedingsiv) relating to the Subordinated Engine Mortgage or the exercise or enforcement by the Security Trustee a failure of any of the terms, rights, Licensors to pay or remedies hereunder, or perform any of their respective obligations under this Agreement; (v) an omission of a material fact in any way relating to or arising out representation and warranty made by any of the manufactureLicensors in this Agreement, ownershipwhich material fact is necessary to make the statements made in the representation and warranty not misleading, ordering, purchase, delivery, control, acceptance, lease, possession, operation, condition, sale, return or other disposition, or use in light of the Collateral circumstance under which they were made; (including latent vi) any product liability or other defects, whether warranty claim attributable to any product sold or not discoverablemanufactured by any of the Licensors; and (vii) a Proceeding that constitutes or might result in an Indemnified Loss that is indemnified pursuant to this section 4.2 or is incident to any of the foregoing (an "Indemnified Proceeding"), the violation of an Applicable Law with respect to or arising otherwise in connection with the Collateral, or any tort (including claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property damage) with respect to or arising otherwise in connection with the Collateral (but excluding any such Losses to the extent consisting of Taxes or to the extent incurred by reason of (i) the gross negligence or willful misconduct of such Indemnitee or any related Indemnitee (as defined below), or (ii) breaches by such Indemnitee of any AWA Operative Document to which it is a party). For purposes of subclause (i) above, an Indemnitee shall be considered a "related" Indemnitee with respect to another Indemnitee if such Indemnitee is an Affiliate or employer of such other Indemnitee or a director, officer, employee or agent of such other Indemnitee, or a successor or assignee of such other Indemnitee.

Indemnity Obligation. (a) The Obligor agrees to indemnify parties intend and agree that the phrase “be responsible for and hold harmless on a net after-tax basis each and indemnify” in Paragraphs 605, 606, 805 and 901 through 910 hereof means that the indemnifying party shall release, indemnify, hold harmless and defend (including payment of (ireasonable attorney’s fees and costs of litigation) WFB the indemnified party from and the Security Trustee, (ii) each Beneficiary, and (iii) each of their respective successors and permitted assigns in such capacities, agents, servants, officers, employees and directors (hereinafter in this Article IV referred to individually as an "Indemnitee," and collectively as "Indemnitees") against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actionscauses of action, suitsdamages, judgments and awards of any kind or character, without limit and all costs without regard to the cause or causes thereof, including claims, demands, and expenses causes of action arising out of operation of any vessel or vessels (including reasonable attorneys' feesthe Drilling Unit), disbursements including ingress and other charges) egress to the well location, and loading and unloading of personnel and cargo, and also including preexisting conditions, defect or ruin of premises or equipment (for whether such conditions, defect or ruin be patent or latent), the purposes unseaworthiness of this Article IV any vessel or vessels (including the foregoing are collectively called "Losses"Drilling Unit), breach of representation or warranty (express or implied), breach of duty (whether statutory, contractual or otherwise), strict liability, any theory of tort, breach of contract, fault, regulatory or statutory liability, products liability, the negligence of any degree or character (whether such negligence be sole, joint or concurrent, active, passive or gross) of whatsoever kind any person or persons, including such negligence of the party seeking the benefit of a release, indemnity or assumption of liability, or any other theory of legal liability. (b) An indemnifying party’s obligations contained in this Contract shall extend to the indemnified party and nature imposed onshall inure to the benefit of such party, its Affiliated Companies, its equipment and materials suppliers, its other contractors and subcontractors of any tier, and their co-owners, co-venturers, co-lessees, farmors, farmees, and joint owners, and the officers, directors, stockholders, partners, managers, representatives, employees, consultants, agents, servants and insurers of each, and to actions against the Drilling Unit, its legal and beneficial owners, whether in rem or in personam. (c) Except as otherwise provided herein, the terms and provisions of Paragraphs 605, 606, 805 and 901 through 910 shall have no application to claims or causes of action asserted against Operator or incurred or suffered by any of the Indemnitees in any way relating to, or arising out of, or Contractor which arise solely by reason of any investigationagreement of indemnity with a person or entity not a party hereto. Except as otherwise provided herein, litigation, or other proceedings (including nothing contained herein shall confer any threatened investigation, litigation or other proceedings) relating to the Subordinated Engine Mortgage or the exercise or enforcement by the Security Trustee of rights upon any of the terms, rights, or remedies hereunder, or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, possession, operation, condition, sale, return or other disposition, or use of the Collateral (including latent or other defects, whether or not discoverable), the violation of an Applicable Law with respect to or arising otherwise in connection with the Collateral, or any tort (including claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property damage) with respect to or arising otherwise in connection with the Collateral (but excluding any such Losses to the extent consisting of Taxes or to the extent incurred by reason of (i) the gross negligence or willful misconduct of such Indemnitee or any related Indemnitee (as defined below), or (ii) breaches by such Indemnitee of any AWA Operative Document to which it is a party). For purposes of subclause (i) above, an Indemnitee shall be considered a "related" Indemnitee with respect to another Indemnitee if such Indemnitee is an Affiliate or employer of such other Indemnitee or a director, officer, employee or agent of such other Indemnitee, or a successor or assignee of such other Indemniteethird party beneficiary.

Indemnity Obligation. (a) The Obligor agrees to indemnify parties intend and agree that the phrase “be responsible for and hold harmless on a net after-tax basis each and indemnify” in Paragraphs 605, 606, 805 and 901 through 910 hereof means that the indemnifying party shall release, indemnify, hold harmless and defend (including payment of (ireasonable attorney’s fees and costs of litigation) WFB the indemnified party from and the Security Trustee, (ii) each Beneficiary, and (iii) each of their respective successors and permitted assigns in such capacities, agents, servants, officers, employees and directors (hereinafter in this Article IV referred to individually as an "Indemnitee," and collectively as "Indemnitees") against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actionscauses of action, suitsdamages, judgments and awards of any kind or character, without limit and all costs without regard to the cause or causes thereof, including claims, liabilities, demands, and expenses (including reasonable attorneys' fees, disbursements and other charges) (for the purposes causes of this Article IV the foregoing are collectively called "Losses") of whatsoever kind and nature imposed on, asserted against or incurred or suffered by any of the Indemnitees in any way relating to, or action arising out of operation of, or in connection with, any vessel or vessels (including the Drilling Unit), including ingress and egress to the drilling location, and loading and unloading of personnel and cargo, and also including preexisting conditions, defect or ruin of premises or equipment (whether such conditions, defect or ruin be patent or latent), the unseaworthiness of any vessel or vessels (including the Drilling Unit), breach of representation or warranty (express or implied), breach of duty (whether statutory, contractual or otherwise), strict liability, any theory of tort, breach of contract, fault, regulatory or statutory liability, products liability, the negligence of any degree or character (including without limitation sole, joint or concurrent, active, passive or gross negligence) of any person or persons, including such negligence of the party seeking the benefit of a release, indemnity or assumption of liability, or any other theory of legal liability. (b) An indemnifying party’s obligations contained in this Contract shall extend to the indemnified party and shall inure to the benefit of such party, its Affiliated Companies, and their co-owners, co-venturers, co-lessees, farmors, farmees, and joint owners, and the officers, directors, stockholders, partners, managers, representatives, employees, consultants, agents, servants and insurers of each, and to actions against the Drilling Unit, its legal and beneficial owners, whether in rem or in personam. (c) Except as otherwise provided herein, the terms and provisions of Paragraphs 605, 606, 805 and 901 through 910 shall have no application to claims or causes of action asserted against Operator or Contractor which arise solely by reason of any investigationagreement of indemnity with a person or entity not a party hereto. Except as otherwise provided herein, litigation, or other proceedings (including nothing contained herein shall confer any threatened investigation, litigation or other proceedings) relating to the Subordinated Engine Mortgage or the exercise or enforcement by the Security Trustee of rights upon any of the terms, rights, or remedies hereunder, or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, possession, operation, condition, sale, return or other disposition, or use of the Collateral (including latent or other defects, whether or not discoverable), the violation of an Applicable Law with respect to or arising otherwise in connection with the Collateral, or any tort (including claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property damage) with respect to or arising otherwise in connection with the Collateral (but excluding any such Losses to the extent consisting of Taxes or to the extent incurred by reason of (i) the gross negligence or willful misconduct of such Indemnitee or any related Indemnitee (as defined below), or (ii) breaches by such Indemnitee of any AWA Operative Document to which it is a party). For purposes of subclause (i) above, an Indemnitee shall be considered a "related" Indemnitee with respect to another Indemnitee if such Indemnitee is an Affiliate or employer of such other Indemnitee or a director, officer, employee or agent of such other Indemnitee, or a successor or assignee of such other Indemniteethird party beneficiary.

Indemnity Obligation. (a) The Obligor agrees to indemnify parties intend and agree that the phrase “ be responsible for and hold harmless on a net after-tax basis each and indemnify” in Paragraphs 605, 606, 805 and 901 through 910 hereof means that the indemnifying party shall release, indemnify, hold harmless and defend (including payment of (ireasonable attorney’s fees and costs of litigation) WFB the indemnified party from and the Security Trustee, (ii) each Beneficiary, and (iii) each of their respective successors and permitted assigns in such capacities, agents, servants, officers, employees and directors (hereinafter in this Article IV referred to individually as an "Indemnitee," and collectively as "Indemnitees") against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actionscauses of action, suitsdamages, judgments and awards of any kind or character, without limit and all costs without regard to the cause or causes thereof, including claims, demands, and expenses causes of action arising out of operation of any vessel or vessels (including reasonable attorneys' feesthe Drilling Unit), disbursements including ingress and other charges) egress to the well location, and loading and unloading of personnel and cargo, and also including preexisting conditions, defect or ruin of premises or equipment (for whether such conditions, defect or ruin be patent or latent), the purposes unseaworthiness of this Article IV any vessel or vessels (including the foregoing are collectively called "Losses"Drilling Unit), breach of representation or warranty (express or implied), breach of duty (whether statutory, contractual or otherwise), strict liability, any theory of tort, breach of contract, fault, regulatory or statutory liability, products liability, the negligence of any degree or character (whether such negligence be sole, joint or concurrent, active, passive or gross) of whatsoever kind any person or persons, including such negligence of the party seeking the benefit of a release, indemnity or assumption of liability, or any other theory of legal liability. (b) An indemnifying party’s obligations contained in this Contract shall extend to the indemnified party and nature imposed onshall inure to the benefit of such party, its Affiliated Companies, its equipment and materials suppliers, its other contractors and subcontractors of any tier, and their co-owners, co- venturers, co-lessees, farmors, farmees, and joint owners, and the officers, directors, stockholders, partners, managers, representatives, employees, consultants, agents, servants and insurers of each, and to actions against the Drilling Unit, its legal and beneficial owners, whether in rem or in personam. (c) Except as otherwise provided herein, the terms and provisions of Paragraphs 605, 606, 805 and 901 through 910 shall have no application to claims or causes of action asserted against Operator or incurred or suffered by any of the Indemnitees in any way relating to, or arising out of, or Contractor which arise solely by reason of any investigation, litigation, agreement of indemnity with a person or other proceedings (including any threatened investigation, litigation or other proceedings) relating to the Subordinated Engine Mortgage or the exercise or enforcement by the Security Trustee of any of the terms, rights, or remedies hereunder, or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, possession, operation, condition, sale, return or other disposition, or use of the Collateral (including latent or other defects, whether or not discoverable), the violation of an Applicable Law with respect to or arising otherwise in connection with the Collateral, or any tort (including claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property damage) with respect to or arising otherwise in connection with the Collateral (but excluding any such Losses to the extent consisting of Taxes or to the extent incurred by reason of (i) the gross negligence or willful misconduct of such Indemnitee or any related Indemnitee (as defined below), or (ii) breaches by such Indemnitee of any AWA Operative Document to which it is a party). For purposes of subclause (i) above, an Indemnitee shall be considered a "related" Indemnitee with respect to another Indemnitee if such Indemnitee is an Affiliate or employer of such other Indemnitee or a director, officer, employee or agent of such other Indemnitee, or a successor or assignee of such other Indemnitee.entity