Indemnified Privacy Liabilities means all Liabilities arising out of or relating to any non-compliance by any Seller or any of them with Applicable Laws relating to privacy or Personal Information prior to completion of the Closing.
Third Party Liability has the meaning ascribed thereto in Section 8.3.2;
Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.
Company Indemnified Persons has the meaning set forth in Section 5(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.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
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).
Indemnified Parties has the meaning set forth in Section 8.2.
Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).
Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.
Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.
Indemnified Persons has the meaning assigned to such term in Section 7.12(c).
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Indemnified Matters has the meaning specified therefor in Section 12.15.
Liabilities and Costs means all claims, judgments, liabilities, obligations, responsibilities, losses, damages (including lost profits), punitive or treble damages, costs, disbursements and expenses (including, without limitation, reasonable attorneys’, experts’ and consulting fees and costs of investigation and feasibility studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future.
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.
Environmental, Health and Safety Liabilities means any cost, damages, expense, liability, obligation or other responsibility arising from or under Environmental Law or Occupational Safety and Health Law and consisting of or relating to:
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Environmental Liabilities and Costs means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.
Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Company Indemnitees shall have the meaning set forth in Section 5.02.
Indemnified Amounts Defined in Section 11.1.