Indemnified. Party(ies). "Indemnified Party(ies)" shall have the meaning set forth in Section 6.2(b). 1.44 Intangible Assets. "Intangible Assets" shall mean (a) any invention, United States and foreign patents, pending patent applications, trade names, trade dress, logos, corporate names, trademarks, service marks, trademark registrations, service mark registrations, pending trademark applications, pending service mark applications, registered copyrights, and pending copyright applications, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith; (b) proprietary software; and (c) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals).
Indemnified. Losses. “Indemnified Loss” shall mean a claim, loss, damage, deficiency, cost, expense (including reasonable attorneys’ fees and expenses of investigation) or Liability (collectively, “Losses”), other than and excluding (w) Losses taken into account in the calculation of Net Working Capital, (x) Delinquent AR, (y) Losses resulting from or related to a breach by a Company of any covenant under any Ancillary Document or, with respect to fraudulent acts or willful misconduct, to breaches, fraud or willful misconduct of a Company occurring after the Closing (i.e., while the Companies are controlled by Buyer); and (z) consequential (including lost profits), special, incidental or indirect damages.