Each Party receiving such Tax Benefit shall pay the Indemnifying Spinco for such Tax Benefit no later than five days after such Tax Benefit is Actually Realized.
Indemnifying Parties has the meaning set forth in Section 6.08(b).
Indemnifying Party shall have the meaning set forth in Section 5(c).
Indemnifying Person shall have the meaning set forth in Section 5(c) hereof.
Tax Indemnifying Party shall have the meaning set forth in Section 7.6(d).
Indemnified Party shall have the meaning set forth in Section 5(c).
Indemnified Person has the meaning set forth in Section 11.3.
Indemnifying Party Information All information in the Prospectus Supplement or any amendment or supplement thereto (i) contained under the headings "Summary--Relevant Parties--Responsible Party "The Mortgage Loan Pool--Underwriting Guidelines" and (ii) regarding the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties (but in the case of this clause (ii), only to the extent any untrue statement or omission of a material fact arose from or is based upon errors or omissions in the information concerning the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties, as applicable, provided to the Depositor or any affiliate by or on behalf of the Indemnifying Party), [and static pool information regarding mortgage loans originated or acquired by the seller [and included in the Prospectus Supplement, the Offering Circular or the Comp Materials][incorporated by reference from the Seller's website at [________]].
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).
Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).
Third Party Claim has the meaning set forth in Section 8.3.
Investor Indemnified Party is defined in Section 4.1.
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.
D&O Indemnified Party has the meaning set forth in Section 5.8(a).
Indemnifier means any Party obligated to provide indemnification under this Agreement;
Indemnification Claim has the meaning set forth in Section 10.3.
SpinCo Indemnitees shall have the meaning set forth in Section 4.3.
Tax Indemnitee means (a) WTNA and Mortgagee, (b) each separate or additional trustee appointed pursuant to the Trust Indenture, (c) each Note Holder and (d) the respective successors, assigns, agents and servants of the foregoing.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Indemnifiable Claim means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief Executive Officer (“CEO”) (other than as the CEO him or herself)) caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.
Buyer Indemnitee has the meaning set forth in Section 8.1(b).
Indemnitee has the meaning assigned to such term in Section 9.03(b).
Purchaser Indemnitee As defined in Section 6(a) hereof.