The terms and provisions of this Agreement are intended solely for the benefit of each Party hereto, and it is not the intention of the Parties hereto to confer third-party beneficiary rights upon any other Person, other than the rights granted to Xxxxxx under Section 4.5 and the Alzheon Indemnitees and the Licensor Indemnitees in Article 10.
Company Indemnitees shall have the meaning set forth in Section 5.02.
Licensee Indemnitees has the meaning set forth in Section 11.2.
Licensor Indemnitees has the meaning set forth in Section 9.1.
SpinCo Indemnitees shall have the meaning set forth in Section 4.3.
Seller Indemnitees has the meaning set forth in Section 8.03.
Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.
Buyer 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).
Parent Indemnitees has the meaning set forth in Section 8.02.
Lender Indemnitees shall have the meaning given to it in Section 14.19 hereof.
Company Indemnified Persons has the meaning set forth in Section 5(a).
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.
Purchaser Indemnitees has the meaning set forth in Section 7.02.
Investor Indemnitees shall have the meaning set forth in Section 5.01.
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Indemnified Parties has the meaning set forth in Section 8.2.
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).
Company Indemnitee has the meaning set forth in Section 7.2(b).
D&O Indemnified Party has the meaning set forth in Section 5.8(a).
Indemnified Persons has the meaning assigned to such term in Section 7.12(c).
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Indemnitees has the meaning specified in Section 10.04(b).
Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.