Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-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).
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.
Indemnified Persons has the meaning assigned to such term in Section 7.12(c).
Indemnification Claim has the meaning set forth in Section 12.3.
Company Indemnified Persons has the meaning set forth in Section 5(a).
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Company Indemnitees shall have the meaning set forth in Section 5.02.
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.
SpinCo Indemnitees shall have the meaning set forth in Section 4.3.
Company Indemnitee has the meaning set forth in Section 7.2(b).
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Indemnified Person has the meaning set forth in Section 11.3.
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.
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.
Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.
Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.
Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.
Indemnification Cap has the meaning set forth in Section 9.4(a).
Seller Indemnitee has the meaning set forth in Section 9.2(b).