If Galaxy is the Indemnifying Party, it shall not admit to any fault or liability of any FivePrime Indemnitee without FivePrime’s consent, in FivePrime’s sole discretion.
Licensee Indemnitees has the meaning set forth in Section 11.2.
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 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).
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Licensor Indemnitees has the meaning set forth in Section 9.1.
Seller Indemnitee has the meaning set forth in Section 9.2(b).
Buyer Indemnitee has the meaning set forth in Section 8.1(b).
SpinCo Indemnitees shall have the meaning set forth in Section 4.3.
Indemnitee has the meaning assigned to such term in Section 9.03(b).
Company Indemnitees shall have the meaning set forth in Section 5.02.
Indemnified Party shall have the meaning set forth in Section 5(c).
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Indemnified Person has the meaning set forth in Section 11.3.
Indemnitees has the meaning specified in Section 10.04(b).
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.
Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).
Company Indemnified Persons has the meaning set forth in Section 5(a).
Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.
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.
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.
Buyer Indemnified Party has the meaning set forth in Section 8.2.