Indemnified Items shall have the meaning assigned to such term in Section 2(b).
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 Losses is defined in Section 5.03 of the Servicing Agreement.
Indemnified Liabilities has the meaning specified in Section 10.05.
Indemnified Costs has the meaning specified in Section 8.05(a).
Indemnified Matters has the meaning specified therefor in Section 12.15.
Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.
Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).
Indemnified Amounts The meaning specified in Section 10.1(a).
Indemnified Amount has the meaning set forth in Section 8.01.
Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.
Indemnified Person has the meaning set forth in Section 11.3.
Company Indemnified Persons has the meaning set forth in Section 5(a).
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.
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Indemnified Persons has the meaning assigned to such term in Section 7.12(c).
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
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.
Company Indemnified Parties has the meaning specified in Section 7.8(a).
indemnified representative means any and all directors and officers of the corporation and any other person designated as an indemnified representative by the board of directors of the corporation (which may, but need not, include any person serving at the request of the corporation, as a director, officer, employee, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);
Indemnified Claim has the meaning set forth in Section 8.2.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).