Xxxxxxxxx Indemnified Party definition

Xxxxxxxxx Indemnified Party has the meaning set forth in Section 11.2.

Xxxxxxxxx Indemnified Party will mean Xxxxxxxxx, each of its Affiliates, and each of its and its Affiliates’ respective employees, officers, directors and agents.

Xxxxxxxxx Indemnified Party will mean Xxxxxxxxx, each of its Affiliates, and each of its and its Affiliates’ respective employees, officers, directors and agents. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.

Examples of Xxxxxxxxx Indemnified Party in a sentence

For the avoidance of doubt, the Company will in no event be liable to any Xxxxxxxxx Indemnified Party or Nestlé Indemnified Party for or in respect of any diminution in value of its equity or ownership interest in the Company that may result from, arise out of or be caused by any breach by the Company of its obligations to perform activities in compliance with Applicable Laws under Section 8.4 or as required by the other provisions of this Agreement.
For the avoidance of doubt, the Company will in no event be liable to any Xxxxxxxxx Indemnified Party for or in respect of any diminution in value of its equity or ownership interest in the Company that may result from, arise out of or be caused by any breach by the Company of its obligations to perform activities in compliance with Applicable Laws under Section 7.4 or as required by the other provisions of this Agreement.
Notwithstanding anything to the contrary in this Agreement, in no event shall Xxxxxxxxx nor any Xxxxxxxxx Indemnified Party be liable for special, incidental or consequential damages, even if advised of the possibility of such damages.
Xxxxxxxxx shall indemnify and hold the Fund harmless from and against all Claims and Losses to the extent such Claims and Losses result from willful misfeasance, gross negligence, or bad faith of Xxxxxxxxx or any Xxxxxxxxx Indemnified Party.
Subject to the provisions of this Section 8, Jeffrey Esposito hereby agrees to indemnify, defend and hold harmless xxxx Xxxxxxxxx Indemnified Party from and against any and all Losses incurred, suffered or threatened arising out of (a) any misrepresentation or breach of warranty by any of the Sellers in this Agreement and/or in any Related Document; (b) any breach by any of the Sellers of any covenant contained in this Agreement and/or in any Related Document; and/or (c) any Indemnifiable Liability.

Related to Xxxxxxxxx Indemnified Party

Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Investor Indemnified Party is defined in Section 4.1.
D&O Indemnified Party has the meaning set forth in Section 5.8(a).
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Seller Indemnified Parties has the meaning set forth in Section 8.1.
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(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.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Indemnified Party shall have the meaning set forth in Section 5(c).
Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
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.
Company Indemnified Persons has the meaning set forth in Section 5(a).
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Indemnified Parties shall have the meaning assigned to such term in Section 7.2.
Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).
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).
Seller Indemnitee has the meaning set forth in Section 9.2(b).
Holder Indemnified Party is defined in Section 4.1.