Other Liabilities means any and all liabilities of any type whatsoever (including, but not limited to, judgments, fines, penalties, ERISA (or other benefit plan related) excise taxes or penalties, and amounts paid in settlement and all interest, taxes, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, ERISA (or other benefit plan related) excise taxes or penalties, or amounts paid in settlement).
Shareholder Debt means any shareholder loan made to the Issuer as debtor, if such loan:
Senior Liabilities means the Senior Lender Liabilities and the Hedging Liabilities.
Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).
Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.
Expenses and Liabilities has the meaning assigned to such term in Section 5.4(a).
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.
Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.
Company Indemnitees shall have the meaning set forth in Section 5.02.
Subordinated Liabilities means liabilities subordinated to Borrower’s obligations to Lender in a manner acceptable to Lender in its sole discretion.
Indemnification Expenses shall have the meaning set forth in Section 6.11(a).
Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.
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.
Covered Liabilities as defined in Subsection 11.21.
Company Indemnified Persons has the meaning set forth in Section 5(a).
Retained Liabilities has the meaning set forth in Section 2.4.
Investor Parties has the meaning set forth in the Preamble.
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
Shareholder Loan means any shareholder loan to the Borrower that:
Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Shareholder Loans means any shareholder loan made to the Issuer as debtor, if such loan:
Senior Non Preferred Liabilities means any unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of Banco Santander under Additional Provision 14.2º of Law 11/2015 (including any senior non preferred debt securities) and any other obligations which, by law and/or by their terms, and to the extent permitted by Spanish law, rank pari passu with the Senior Non Preferred Liabilities.
Dissenting Shareholders has the meaning set forth in Section 2.06.