“Personnel” means, with respect to any Party, the employees, officers and directors of (i) such Party or its Affiliates or (ii) agents, accountants, actuaries, attorneys, independent contractors and other third parties engaged by such Party or its Affiliates.
“Recipient” means an Affiliate of a Party that receives Confidential Information of the other Party.
“Reinsurance Agreement” shall have the meaning specified in the Preamble.
“Reinsurer” means the Administrator in its capacity as reinsurer under the Reinsurance Agreement.
“Responding Party” shall have the meaning specified in Section 8.4.
“Retained Services” shall have the meaning specified in Section 2.3.
“Security Incident” shall have the meaning specified in Section 16.2.
“Seller” shall have the meaning specified in the Preamble.
“Stock Purchase Agreement” shall have the meaning specified in the Preamble.
“Subcontractor” shall have the meaning specified in Section 3.3.
“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
“Taxes” means any United States federal, state, local, or non-U.S. income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever (including any state or local tax on premiums written), including any interest, penalty, or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.
AUTHORITY; RETAINED SERVICES
Section 2.1 Authority. Subject to Section 2.3, the Company hereby appoints the Administrator, and the Administrator hereby accepts appointment, to provide as an independent contractor of the Company, from and after the Effective Date, on the terms and subject to the limitations as set forth in this Agreement, all administrative services necessary or appropriate with respect to the Administered Business, and those set forth in this Agreement and on Schedule A, other than the Retained Services (the “Administrative Services”). At all times during the term of