Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.
Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.
Indemnified Claim has the meaning set forth in Section 8.2.
Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).
Indemnified Matters has the meaning specified therefor in Section 12.15.
Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
Indemnified Amounts Defined in Section 11.1.
Indemnified Liabilities has the meaning specified in Section 10.05.
Indemnified Amount has the meaning set forth in Section 8.01.
Company Indemnified Persons has the meaning set forth in Section 5(a).
Indemnified Costs has the meaning specified in Section 8.05(a).
Indemnified Persons has the meaning assigned to such term in Section 7.12(c).
Indemnity Claim has the meaning set forth in Section 8.3.
Indemnified Person has the meaning set forth in Section 11.3.
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.
Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).
Seller Indemnified Persons has the meaning set forth in Section 8.3.
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Indemnified Parties has the meaning set forth in Section 8.2.
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.
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.
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.