Buyer Indemnitee has the meaning set forth in Section 8.1(b).
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.
Seller Indemnitee has the meaning set forth in Section 9.2(b).
Licensee Indemnitees has the meaning set forth in Section 11.2.
Indemnitee has the meaning assigned to such term in Section 9.03(b).
Company Indemnitee has the meaning set forth in Section 7.2(b).
Indemnitees has the meaning specified in Section 10.04(b).
Purchaser Indemnitee As defined in Section 6(a) hereof.
D&O Indemnified Party has the meaning set forth in Section 5.8(a).
SpinCo Indemnitees shall have the meaning set forth in Section 4.3.
Indemnified Party shall have the meaning set forth in Section 5(c).
Licensor Indemnitees has the meaning set forth in Section 9.1.
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).
Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).
Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.
Company Indemnitees shall have the meaning set forth in Section 5.02.
Buyer Indemnitees has the meaning set forth in Section 8.02.
Third Party Claim has the meaning set forth in Section 8.3.
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.
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.
Indemnifiable Loss means, with respect to any Person, any action, claim, cost, damage, deficiency, diminution in value, disbursement, expense, liability, loss, obligation, penalty, settlement, suit, or tax of any kind or nature, together with all interest, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Person, whether directly or indirectly.
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.
Seller Indemnitees has the meaning set forth in Section 8.03.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Company Indemnified Party has meaning set forth in Section 8(b) hereof.