Common use of Indemnification and Other Matters Clause in Contracts

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend APS and its affiliates and its and their partners, directors, officers, employees and agents (collectively, the “APS Parties”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of APS that is the subject of the Agreement. The Company shall pay damages and expenses, including reasonable legal fees and disbursements of counsel as incurred in advance. The APS Parties may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which these indemnification and advancement obligations relate. If an APS Party is required by applicable law, legal process or government action to produce information or testimony as a witness with respect to this Agreement, the Company shall reimburse APS for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, except in cases where an APS Party is a party to the proceeding or the subject of the investigation. In addition to the above indemnification and advancement, APS employees serving as directors or officers of the Company or affiliates will receive the benefit of the most favorable indemnification and advancement provisions provided by the Company to its directors, officers and any equivalently placed employees, whether under the Company’s charter or by-laws, by contract or otherwise. The Company shall specifically include and cover employees and agents serving as directors or officers of the Company or affiliates from time to time with direct coverage under the Company’s policy for liability insurance covering its directors, officers and any equivalently placed employees (“D&O insurance”). Prior to APS accepting any officer position, the Company shall, at the request of APS, provide APS a copy of its current D&O policy, a certificate(s) of insurance evidencing the policy is in full force and effect, and a copy of the signed board resolutions and any other documents as APS may reasonably request evidencing the appointment and coverage of the indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include APS employees and agents under the Company’s policy or does not have first dollar coverage acceptable to APS in effect for at least $10 million (e.g., there are outstanding or threatened claims against officers and directors alleging prior acts that may give rise to a claim), APS may, at its option, attempt to purchase a separate D&O insurance policy that will cover APS employees and agents only. The cost of the policy shall be invoiced to the Company as an out-of-pocket expense. If APS is unable or unwilling to purchase such D&O insurance, then APS reserves the right to terminate the Agreement. Notwithstanding anything to the contrary, the Company’s indemnification and advancement obligations in this Section 7 shall be primary to (and without allocation against) any similar indemnification and advancement obligations of APS, its affiliates and insurers to the indemnitees (which shall be secondary), and the Company’s D&O insurance coverage for the indemnitees shall be specifically primary to (and without allocation against) any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by APS or otherwise). APS is not responsible for any third-party products or services separately procured by the Company. The Company’s sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and not against APS, whether or not APS is instrumental in procuring such third-party product or service.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend APS AlixPartners and its affiliates and its and their partners, directors, officers, employees and agents (collectively, the “APS Partiesindemnitees”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of APS AlixPartners that is the subject of the Agreement. The Company shall pay damages and expensesexpenses as incurred, including reasonable legal fees and disbursements of counsel as incurred counsel. In addition, the Company shall pay the costs of AlixPartners’ professional time (AlixPartners’ professional time will be reimbursed at AlixPartners’ rates in advanceeffect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee may be required or agree to participate but in which it is not a party. The APS Parties indemnitees may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which these this indemnification and advancement obligations relate. If an APS Party is required by applicable law, legal process or government action to produce information or testimony as a witness with respect to this Agreement, the Company shall reimburse APS for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, except in cases where an APS Party is a party to the proceeding or the subject of the investigationagreement relates. In addition to the above indemnification and advancementindemnification, APS AlixPartners employees serving as directors or officers of the Company or affiliates will receive be entitled to the benefit of the most favorable indemnification indemnities and advancement of expenses provisions provided by the Company to its directors, officers directors and any equivalently placed employeesofficers, whether under the Company’s charter or by-laws, by contract or otherwise. The Company shall use its best efforts to specifically include and cover cover, as a benefit for their protection, AlixPartners employees and agents serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for liability insurance covering its directors, officers ’ and any equivalently placed employees officers’ (“D&O D&O”) insurance”). Prior to APS accepting any officer position, the Company shall, at the request of APS, provide APS a copy of its current D&O policy, a certificate(s) of insurance evidencing the policy is in full force and effect, and a copy of the signed board resolutions and any other documents as APS may reasonably request evidencing the appointment and coverage of the indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include APS AlixPartners employees and agents under the Company’s policy or does not have first dollar coverage acceptable to APS AlixPartners in effect for at least $10 million (e.g., there such policy is not reserved based on actions that have been or are outstanding or threatened claims expected to be filed against officers and directors alleging prior acts that may give rise to a claim), APS AlixPartners may, at its option, attempt to purchase a separate D&O insurance policy that will cover APS AlixPartners employees and agents only. The cost of the policy same shall be invoiced to the Company as an out-of-pocket out -of -pocket cash expense. If APS AlixPartners is unable or unwilling to purchase such D&O insurance, then APS AlixPartners reserves the right to terminate the Agreement. Notwithstanding anything to the contrary, the Company’s indemnification and advancement obligations in this Section 7 shall be primary to (and without allocation against) any similar indemnification and advancement obligations of APS, its affiliates and insurers to the indemnitees (which shall be secondary), and the Company’s D&O insurance coverage for the indemnitees shall be specifically primary to (and without allocation against) any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by APS or otherwise). APS AlixPartners is not responsible for any third-party products or services separately procured by the Companyservices. The Company’s sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and not against APSAlixPartners, whether or not APS AlixPartners is instrumental in procuring such the third-party product or service. AlixPartners shall not be liable to the Company except for actual damages resulting from bad faith, self-dealing or intentional misconduct.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend APS and its affiliates and its and their partners, directors, officers, employees and agents (collectively, the “APS Parties”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of APS that is the subject of the AgreementAgreement (collectively, the “Losses”), other than Losses finally determined or otherwise agreed by APS and the Company to be the direct result of gross negligence, fraud, willful misconduct, bad faith or self-dealing of APS. The Company shall pay damages and expensesexpenses as incurred, including reasonable legal fees and disbursements of counsel as incurred in advance. The APS Parties may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which these indemnification and advancement obligations relate. If an APS Party is required by applicable law, legal process or government action to produce information or testimony as a witness with respect to this Agreement, counsel; provided that the Company shall reimburse APS not be liable for indirect, special and consequential damages, lost profits, lost data, reputational damages, punitive damages or any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to other similar damages under any circumstances, even if the request, except in cases where an APS Party is a party to the proceeding or the subject Company has been advised of the investigationpossibility of such damages. If, in the opinion of counsel, representing both parties in the matter covered by this indemnification creates a potential conflict of interest, the APS Parties may engage separate counsel to represent them at the Company’s expense. In addition to the above indemnification and advancementindemnification, APS employees serving as directors or officers of the Company or affiliates will receive the benefit of the most favorable indemnification and advancement provisions provided by the Company to its directors, officers and any equivalently placed employees, whether under the Company’s charter or by-laws, by contract or otherwise. The Company shall specifically include and cover APS employees and agents serving as directors or officers of the Company or affiliates from time to time with direct coverage under the Company’s policy for liability insurance covering its directors, officers and any equivalently placed employees (“D&O insurance”). Prior to APS accepting any officer position, the Company shall, at the request of APS, provide APS a copy of its current D&O policy, a certificate(s) of insurance evidencing the policy is in full force and effect, and a copy of the signed board resolutions and any other documents as APS may reasonably request evidencing the appointment and coverage of the indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include APS employees and agents under the Company’s policy or does not have first dollar coverage acceptable to APS in effect for at least $10 million (e.g., there are outstanding or threatened claims against officers and directors alleging prior acts that may give rise to a claim), APS may, at its option, attempt to purchase a separate D&O insurance policy that will cover APS employees and agents only. The cost of the policy shall be invoiced to the Company as an out-of-pocket expense. If APS is unable or unwilling to purchase such D&O insurance, then APS reserves the right to terminate the Agreement. Notwithstanding anything to the contrary, the The Company’s indemnification and advancement obligations in this Section 7 shall be primary to (to, and without allocation against) , any similar indemnification and advancement obligations of APS, that APS may offer to its affiliates and insurers to the indemnitees (which shall be secondary)personnel generally, and the Company’s D&O insurance coverage for the indemnitees shall be specifically primary to (to, and without allocation against) , any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by APS or otherwise). APS is not responsible for any third-party products or services separately procured by the Company. The Company’s sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and not against APS, whether or not APS is instrumental in procuring such third-party product or service.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend APS and its affiliates and its and their partners, directors, officers, employees and agents (collectively, the “APS Parties”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of APS that is the subject of the Agreement. The Company shall pay damages and expensesexpenses as incurred, including reasonable legal fees and disbursements of counsel as incurred in advance. The APS Parties may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which these indemnification and advancement obligations relate. If an APS Party is required by applicable law, legal process or government action to produce information or testimony as a witness with respect to this Agreement, the Company shall reimburse APS for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, except in cases where an APS Party is a party to the proceeding or the subject of the investigationcounsel. In addition to the above indemnification and advancementindemnification, APS employees serving as directors or officers of the Company or affiliates will receive the benefit of the most favorable indemnification and advancement provisions provided by the Company to its directors, officers and any equivalently placed employees, whether under the Company’s charter or by-laws, by contract or otherwise. APS will notify the Company of receipt of actual notice of commencement of any actual or threatened action, claim, suit, investigation or proceeding (an “Action”) against an APS Party with respect to which indemnity is sought hereunder if the Company is not a party to such Action, provided that the failure to so notify the Company will not relieve the Company from any liability that the Company may have on account of this indemnity or otherwise, except to the extent the Company shall not have otherwise learned of such Action and such failure results in the loss of material defenses. The Company shall have the right to assume the defense of any such Action, including the employment of counsel reasonably satisfactory to APS. APS shall have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of APS, unless (i) the Company shall have failed promptly to assume the defense thereof and employ counsel as provided above or (ii) the named parties to any such Action (including impleaded parties) include an Indemnified Person and the Company, and APS shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Person that are different from or in addition to those available to the Company, provided that the Company shall not in any event be responsible hereunder for the fees and expenses of more than one firm of separate counsel in connection with any Action in the same jurisdiction, in addition to any local counsel. The Company shall specifically include and cover APS employees and agents serving as directors or officers of the Company or affiliates from time to time with direct coverage under the Company’s policy for liability insurance covering its directors, officers and any equivalently placed employees (“D&O insurance”). Prior to APS accepting any officer position, the Company shall, at the request of APS, provide APS with a copy of its current D&O policy, a certificate(s) of insurance evidencing the policy is in full force and effect, and a copy of the signed board resolutions and any other documents as APS may reasonably request evidencing the appointment and coverage of the indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include APS employees AP Services, LLC General Terms and Conditions and agents under the Company’s policy or does not have first dollar coverage acceptable to APS in effect for at least $10 million (e.g., there are outstanding or threatened claims against officers and directors alleging prior acts that may give rise to a claim), APS may, at its option, attempt to purchase a separate D&O insurance policy that will cover APS employees and agents only. The cost of the policy shall be invoiced to the Company as an out-of-pocket expense. If APS is unable or unwilling to purchase such D&O insurance, then APS reserves the right to terminate the Agreement. Notwithstanding anything to the contrary, the The Company’s indemnification and advancement obligations in this Section 7 shall be primary to (to, and without allocation against) , any similar indemnification and advancement obligations of APS, that APS may offer to its affiliates and insurers to the indemnitees (which shall be secondary)personnel generally, and the Company’s D&O insurance coverage for the indemnitees shall be specifically primary to (to, and without allocation against) , any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by APS or otherwise). APS is not responsible for any third-party products or services separately procured by the Company. The Company’s sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and not against APS, whether or not APS is instrumental in procuring such third-party product or service.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend APS AlixPartners and its affiliates and its and their partners, directors, officers, owners, employees and agents (collectively, the “APS Partiesindemnitees”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of APS AlixPartners that is the subject of the AgreementAgreement to the extent permitted by Delaware Law. The Company shall pay damages and expensesexpenses as incurred, including reasonable legal fees and disbursements of counsel as incurred and the costs of AlixPartners’ professional time (AlixPartners’ professional time will be reimbursed at AlixPartners’ rates in advanceeffect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee may be required or agree to participate but in which it is not a party. The APS Parties indemnitees may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which these this indemnification and advancement obligations relate. If an APS Party is required by applicable law, legal process or government action to produce information or testimony agreement relates; provided that so long as a witness with respect to this Agreement, the Company is honoring its indemnification obligations hereunder, any settlement of an indemnified matter shall reimburse APS for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to require the request, except in cases where an APS Party is a party to the proceeding or the subject consent of the investigationCompany, which shall not be unreasonably withheld. In addition to the above indemnification and advancementindemnification, APS AlixPartners employees serving as directors or officers of the Company or affiliates will receive be entitled to the benefit of the most favorable indemnification indemnities and advancement of expenses provisions provided by the Company to its directors, officers directors and any equivalently placed employeesofficers, whether under the Company’s charter or by-laws, by contract or otherwise. The Company shall use its best efforts to specifically include and cover cover, as a benefit for their protection, AlixPartners employees and agents serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for liability insurance covering its directors, officers ’ and any equivalently placed employees officers’ (“D&O D&O”) insurance”). Prior to APS accepting any officer position, the Company shall, at the request of APS, provide APS a copy of its current D&O policy, a certificate(s) of insurance evidencing the policy is in full force and effect, and a copy of the signed board resolutions and any other documents as APS may reasonably request evidencing the appointment and coverage of the indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include APS AlixPartners employees and agents under the Company’s policy or does not have first dollar coverage acceptable to APS AlixPartners in effect for at least $10 million (e.g., there such policy is not reserved based on actions that have been or are outstanding or threatened claims expected to be filed against officers and directors alleging prior acts that may give rise to a claim), APS AlixPartners may, at its option, attempt to purchase a separate D&O insurance policy that will cover APS AlixPartners employees and agents only. The cost of the policy same shall be invoiced to the Company as an out-of-pocket out -of -pocket cash expense. If APS AlixPartners is unable or unwilling to purchase such D&O insurance, then APS AlixPartners reserves the right to terminate the Agreement. Notwithstanding anything to the contrary, the Company’s indemnification and advancement obligations in this Section 7 shall be primary to (and without allocation against) any similar indemnification and advancement obligations of APS, its affiliates and insurers to the indemnitees (which shall be secondary), and the Company’s D&O insurance coverage for the indemnitees shall be specifically primary to (and without allocation against) any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by APS or otherwise). APS AlixPartners is not responsible for any third-party products or services separately procured by the Companyservices. The Company’s sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and not against APSAlixPartners, whether or not APS AlixPartners is instrumental in procuring such the third-party product or service. AlixPartners shall not be liable to the Company except for actual damages resulting from bad faith, self-dealing or intentional misconduct.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend APS and its affiliates and its and their partners, directors, officers, employees and agents Temporary Staff serving as officers (collectively, the “APS Partiesindemnitees”) from and against all claims, liabilities, losses, expenses and damages arising out to the extent of the most favorable indemnities provided by the Company to any of its directors or in connection with officers, provided, however, that to the engagement extent any matter for which indemnification is called for hereunder arises while the Company is under the protection of the Bankruptcy Code, indemnification of APS that is the subject personnel who are not directors or officers of the AgreementCompany shall be subject to the approval of the Board of Directors of the Company. The Company shall pay damages and expensesexpenses as incurred, including reasonable legal fees and disbursements of counsel as incurred and the costs of APS’ professional time (APS’ professional time will be reimbursed at APS’ rates in advanceeffect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee may be required or agree to participate but in which it is not a party. The APS Parties indemnitees may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which these this indemnification and advancement obligations relate. If an APS Party is required by applicable law, legal process or government action to produce information or testimony as a witness with respect to this Agreement, the Company shall reimburse APS for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, except in cases where an APS Party is a party to the proceeding or the subject of the investigation. In addition to the above indemnification and advancement, APS employees serving as directors or officers of the Company or affiliates will receive the benefit of the most favorable indemnification and advancement provisions provided by the Company to its directors, officers and any equivalently placed employees, whether under the Company’s charter or by-laws, by contract or otherwiseagreement relates. The Company shall use its best efforts to specifically include and cover employees and agents cover, as a benefit for their protection, Temporary Staff serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for liability insurance covering its directors, officers ’ and any equivalently placed employees officers’ (“D&O D&O”) insurance”). Prior to APS accepting any officer position, the Company shall, at the request of APS, provide APS a copy of its current D&O policy, a certificate(s) of insurance evidencing the policy is in full force and effect, and a copy of the signed board resolutions and any other documents as APS may reasonably request evidencing the appointment and coverage of the indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include APS employees and agents Temporary Staff under the Company’s policy or does not have first dollar coverage acceptable to APS in effect for at least $10 million (e.g., there such policy is not reserved based on actions that have been or are outstanding or threatened claims expected to be filed against officers and directors alleging prior acts that may give rise to a claim), APS may, at its option, attempt to purchase a separate D&O insurance policy that will cover APS employees and agents the Temporary Staff only. The cost of the policy same shall be invoiced to the Company as an out-of-pocket out -of -pocket cash expense. If APS is unable or unwilling to purchase such D&O insurance, then APS reserves the right to terminate the Agreement. Notwithstanding anything to the contrary, the Company’s indemnification and advancement obligations in this Section 7 shall be primary to (and without allocation against) any similar indemnification and advancement obligations of APS, its affiliates and insurers to the indemnitees (which shall be secondary), and the Company’s D&O insurance coverage for the indemnitees shall be specifically primary to (and without allocation against) any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by APS or otherwise). APS is not responsible for any third-party products or services separately procured by the Companyservices. The Company’s sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and not against APS, whether or not APS is instrumental in procuring such the third-party product or service. APS shall not be liable to the Company except for actual damages resulting from bad faith, self-dealing, gross negligence, or intentional misconduct.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend APS and its affiliates and its and their partners, directors, officers, employees employees, Temporary Staff and agents (collectively, the “APS Partiesindemnitees”) from and against all claims, liabilities, losses, expenses and damages arising out to the extent of the most favorable indemnities provided by the Company to any of its directors or in connection with officers, provided, however, that to the engagement extent any matter for which indemnification is called for hereunder arises while the Company is under the protection of the Bankruptcy Code, indemnification of APS that is the subject personnel who are not directors or officers of the AgreementCompany shall be subject to the approval of the Board of Directors of the Company. The Company shall pay damages and expensesexpenses as incurred, including reasonable legal fees and disbursements of counsel as incurred and the costs of APS’ professional time (APS’ professional time will be reimbursed at APS’ rates in advanceeffect AP SERVICES, LLC GENERAL TERMS AND CONDITIONS when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee may be required or agree to participate but in which it is not a party. The APS Parties indemnitees may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which these this indemnification and advancement obligations relate. If an APS Party is required by applicable law, legal process or government action to produce information or testimony as a witness with respect to this Agreement, the Company shall reimburse APS for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, except in cases where an APS Party is a party to the proceeding or the subject of the investigation. In addition to the above indemnification and advancement, APS employees serving as directors or officers of the Company or affiliates will receive the benefit of the most favorable indemnification and advancement provisions provided by the Company to its directors, officers and any equivalently placed employees, whether under the Company’s charter or by-laws, by contract or otherwiseagreement relates. The Company shall use its best efforts to specifically include and cover employees and agents cover, as a benefit for their protection, Temporary Staff serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for liability insurance covering its directors, officers ’ and any equivalently placed employees officers’ (“D&O D&O”) insurance”). Prior to APS accepting any officer position, the Company shall, at the request of APS, provide APS a copy of its current D&O policy, a certificate(s) of insurance evidencing the policy is in full force and effect, and a copy of the signed board resolutions and any other documents as APS may reasonably request evidencing the appointment and coverage of the indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include APS employees and agents Temporary Staff under the Company’s policy or does not have first dollar coverage acceptable to APS in effect for at least $10 million (e.g., there such policy is not reserved based on actions that have been or are outstanding or threatened claims expected to be filed against officers and directors alleging prior acts that may give rise to a claim), APS may, at its option, attempt to purchase a separate D&O insurance policy that will cover APS employees and agents the Temporary Staff only. The cost of the policy same shall be invoiced to the Company as an out-of-pocket out -of -pocket cash expense. If APS is unable or unwilling to purchase such D&O insurance, then APS reserves the right to terminate the Agreement. Notwithstanding anything to the contrary, the Company’s indemnification and advancement obligations in this Section 7 shall be primary to (and without allocation against) any similar indemnification and advancement obligations of APS, its affiliates and insurers to the indemnitees (which shall be secondary), and the Company’s D&O insurance coverage for the indemnitees shall be specifically primary to (and without allocation against) any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by APS or otherwise). APS is not responsible for any third-party products or services separately procured by the Companyservices. The Company’s sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and not against APS, whether or not APS is instrumental in procuring such the third-party product or service. APS shall not be liable to the Company except for actual damages resulting from bad faith, self-dealing or intentional misconduct.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend APS and its affiliates and its and their partners, APS’ directors, officers, employees employees, Temporary Staff and agents (collectivelyfrom 1 /s/ Abc AP Services, the “APS Parties”) from LLC General Terms and Conditions and against all claims, liabilities, losses, expenses and damages arising out to the extent of the most favorable indemnities provided by the Company to any of its directors or in connection with officers, provided, however, that to the engagement extent any matter for which indemnification is called for hereunder arises while the Company is under the protection of the Bankruptcy Code, indemnification of APS that is the subject personnel who are not directors or officers of the AgreementCompany shall be subject to the approval of the Board of Directors of the Company. The Company shall pay damages and expensescosts as incurred, including reasonable legal fees and disbursements of counsel as incurred and the costs of APS’ professional time (APS’ professional time will be reimbursed at APS’ rates in advanceeffect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which APS or other indemnitees may be required or agree to participate but in which they are not a party. The APS Parties and its directors, officers, employees, Temporary Staff and agents may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which these this indemnification and advancement obligations relate. If an APS Party is required by applicable law, legal process or government action to produce information or testimony as a witness with respect to this Agreement, the Company shall reimburse APS for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, except in cases where an APS Party is a party to the proceeding or the subject of the investigation. In addition to the above indemnification and advancement, APS employees serving as directors or officers of the Company or affiliates will receive the benefit of the most favorable indemnification and advancement provisions provided by the Company to its directors, officers and any equivalently placed employees, whether under the Company’s charter or by-laws, by contract or otherwiseagreement relates. The Company shall use its best efforts to specifically include and cover employees and agents cover, as a benefit for their protection, Temporary Staff serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for liability insurance covering its directors, officers ’ and any equivalently placed employees officers’ (“D&O D&O”) insurance”). Prior to APS accepting any officer position, the Company shall, at the request of APS, provide APS a copy of its current D&O policy, a certificate(s) of insurance evidencing the policy is in full force and effect, and a copy of the signed board resolutions and any other documents as APS may reasonably request evidencing the appointment and coverage of the indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include APS employees and agents Temporary Staff under the Company’s policy or does not have first dollar coverage acceptable to APS in effect for at least $10 30 million (e.g., there such policy is not reserved based on actions that have been or are outstanding or threatened claims expected to be filed against officers and directors alleging prior acts that may give rise to a claim), APS may, at its option, attempt to purchase a separate D&O insurance policy that will cover APS employees and agents the Temporary Staff only. The cost of the policy same shall be invoiced to the Company as an out-of-pocket out -of -pocket cash expense. If APS is unable or unwilling to purchase such D&O insurance, then APS reserves the right to terminate the Agreement. Notwithstanding anything to the contrary, the Company’s indemnification and advancement obligations in this Section 7 shall be primary to (and without allocation against) any similar indemnification and advancement obligations of APS, its affiliates and insurers to the indemnitees (which shall be secondary), and the Company’s D&O insurance coverage for the indemnitees shall be specifically primary to (and without allocation against) any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by APS or otherwise). APS is not responsible for any third-party products or services separately procured by the Companyservices. The Company’s sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and not against APS, whether or not APS is instrumental in procuring such the third-party product or service. APS shall not be liable to the Company except for actual damages resulting from breach of this agreement, bad faith, self-dealing or intentional misconduct.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend APS and its affiliates and its and their partners, directors, officers, employees employees, Temporary Staff and agents (collectively, the “APS Partiesindemnities”) from and against all claims, liabilities, losses, expenses and damages arising out to the extent of the most favorable indemnities provided by the Company to any of its directors or in connection with officers, provided, however, that to the engagement extent any matter for which indemnification is called for hereunder arises while the Company is under the protection of the Bankruptcy Code, indemnification of APS that is the subject personnel who are not directors or officers of the AgreementCompany shall be subject to the approval of the Board of Directors of the Company. The Company shall pay damages and expensesexpenses as incurred, including reasonable legal fees and disbursements of counsel as incurred and the costs of APS’ professional time (APS’ professional time will be reimbursed at APS’ rates in advanceeffect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnity may be required or agree to participate but in which it is not a party. The APS Parties indemnities may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which these this indemnification and advancement obligations relate. If an APS Party is required by applicable law, legal process or government action to produce information or testimony as a witness with respect to this Agreement, the Company shall reimburse APS for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, except in cases where an APS Party is a party to the proceeding or the subject of the investigation. In addition to the above indemnification and advancement, APS employees serving as directors or officers of the Company or affiliates will receive the benefit of the most favorable indemnification and advancement provisions provided by the Company to its directors, officers and any equivalently placed employees, whether under the Company’s charter or by-laws, by contract or otherwiseagreement relates. The Company shall use its best efforts to specifically include and cover employees and agents cover, as a benefit for their protection, Temporary Staff serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for liability insurance covering its directors, officers ’ and any equivalently placed employees officers’ (“D&O D&O”) insurance”). Prior to APS accepting any officer position, the Company shall, at the request of APS, provide APS a copy of its current D&O policy, a certificate(s) of insurance evidencing the policy is in full force and effect, and a copy of the signed board resolutions and any other documents as APS may reasonably request evidencing the appointment and coverage of the indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include APS employees and agents under the Company’s policy or does not have first dollar coverage acceptable to APS in effect for at least $10 million (e.g., there are outstanding or threatened claims against officers and directors alleging prior acts that may give rise to a claim), APS may, at its option, attempt to purchase a separate D&O insurance policy that will cover APS employees and agents only. The cost of the policy shall be invoiced to the Company as an out-of-pocket expense. If APS is unable or unwilling to purchase such D&O insurance, then APS reserves the right to terminate the Agreement. Notwithstanding anything to the contrary, the Company’s indemnification and advancement obligations in this Section 7 shall be primary to (and without allocation against) any similar indemnification and advancement obligations of APS, its affiliates and insurers to the indemnitees (which shall be secondary), and the Company’s D&O insurance coverage for the indemnitees shall be specifically primary to (and without allocation against) any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by APS or otherwise). APS is not responsible for any third-party products or services separately procured by the Companyservices. The Company’s sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and not against APS, whether or not APS is instrumental in procuring such the third-party product or service. APS shall not be liable to the Company except for actual damages resulting from gross negligence, bad faith, self-dealing or intentional misconduct.

Indemnification and Other Matters. The Company shall release, indemnify, hold harmless and defend APS Xxxxx Xxxxxxxx, ALLIANCE and its affiliates and its and their partners, directors, officers, employees employees, counsel and agents (collectively, the “APS ALLIANCE Parties”) from and against all claims, liabilities, losses, costs, expenses and damages arising out of or in connection with the engagement of APS ALLIANCE that is the subject of the Agreement. The Company shall pay damages and expensesexpenses as incurred, including reasonable legal fees and disbursements of counsel. If, in the opinion of counsel, representing both parties in the matter covered by this indemnification creates a potential conflict of interest, the ALLIANCE Parties may engage separate counsel as incurred in advanceto represent them at the Company’s expense. The APS Parties may, but are not required Company’s indemnification obligations in this Section 7 shall be primary to, engage a single firm of separate counsel of their choice in connection with and without allocation against, any of similar indemnification obligations that ALLIANCE may offer to its personnel generally, and the matters Company’s D&O insurance coverage for the indemnitees shall be specifically primary to, and without allocation against, any other valid and collectible insurance coverage that may apply to which these indemnification the indemnitees (whether provided by ALLIANCE or otherwise). ALLIANCE is not responsible for any third-party products or services separately procured by the Company. The Company’s sole and advancement obligations relate. If an APS Party is required by applicable law, legal process or government action to produce information or testimony as a witness exclusive rights and remedies with respect to this Agreement, any such third party products or services are against the Company shall reimburse APS for any professional time third-party vendor and expenses (including reasonable external and internal legal costs) incurred to respond to the request, except in cases where an APS Party is a party to the proceeding or the subject of the investigation. In addition to the above indemnification and advancement, APS employees serving as directors or officers of the Company or affiliates will receive the benefit of the most favorable indemnification and advancement provisions provided by the Company to its directors, officers and any equivalently placed employeesnot against ALLIANCE, whether under or not ALLIANCE is instrumental in procuring such third-party product or service. ALLIANCE acknowledges that, during the Companypendency of any Bankruptcy Court approved retention, these indemnification provisions are subject to modification as may be stated within the Bankruptcy Court’s charter or by-laws, by contract or otherwiseretention order. The Company shall specifically include and cover employees and agents serving as directors or officers of the Company Alliance or affiliates from time to time with direct coverage under the Company’s policy for liability insurance covering its directors, officers and any equivalently placed employees (“D&O insurance”). Prior to APS ALLIANCE accepting any officer position, the Company shall, at the request of APSALLIANCE, provide APS ALLIANCE a copy of its current D&O policy, a certificate(s) of insurance evidencing the policy is in full force and effect, and a copy of the signed board resolutions and any other documents as APS ALLIANCE may reasonably request evidencing the appointment and coverage of the indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include APS employees and agents under the Company’s policy or does not have first dollar coverage acceptable to APS in effect for at least $10 million (e.g., there are outstanding or threatened claims against officers and directors alleging prior acts that may give rise to a claim), APS may, at its option, attempt to purchase a separate D&O insurance policy that will cover APS employees and agents only. The cost of the policy shall be invoiced to the Company as an out-of-pocket expense. If APS is unable or unwilling to purchase such D&O insurance, then APS reserves the right to terminate the Agreement. Notwithstanding anything to the contrary, the Company’s indemnification and advancement obligations in this Section 7 shall be primary to (and without allocation against) , any similar indemnification and advancement obligations of APS, that ALLIANCE may offer to its affiliates and insurers to the indemnitees (which shall be secondary)personnel generally, and the Company’s D&O insurance coverage for the indemnitees shall be specifically primary to (to, and without allocation against) , any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by APS or otherwise). APS is not responsible for any third-party products or services separately procured by the Company. The Company’s sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and not against APS, whether or not APS is instrumental in procuring such third-party product or serviceindemnitees.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend APS AlixPartners and its affiliates and its and their partners, directors, officers, employees and agents (collectively, the “APS Partiesindemnitees”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of APS AlixPartners that is the subject of the Agreement, except of acts of gross negligence committed by personnel of AlixPartners. The Company shall pay damages and expensesexpenses as incurred, including reasonable legal fees and disbursements of counsel as incurred counsel. In addition, the Company shall pay the costs of AlixPartners’ professional time (AlixPartners’ professional time will be reimbursed at AlixPartners’ rates in advanceeffect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee may be required or agree to participate but in which it is not a party. The APS Parties indemnitees may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which these this indemnification and advancement obligations relate. If an APS Party is required by applicable law, legal process or government action to produce information or testimony as a witness with respect to this Agreement, the Company shall reimburse APS for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, except in cases where an APS Party is a party to the proceeding or the subject of the investigationagreement relates. In addition to the above indemnification and advancementindemnification, APS AlixPartners employees serving as directors or officers of the Company or affiliates will receive be entitled to the benefit of the most favorable indemnification indemnities and advancement of expenses provisions provided by the Company to its directors, officers directors and any equivalently placed employeesofficers, whether under the Company’s charter or by-laws, by contract or otherwise. The Company shall use its best efforts to specifically include and cover cover, as a benefit for their protection, AlixPartners employees and agents serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for liability insurance covering its directors, officers ’ and any equivalently placed employees officers’ (“D&O D&O”) insurance”). Prior to APS accepting any officer position, the Company shall, at the request of APS, provide APS a copy of its current D&O policy, a certificate(s) of insurance evidencing the policy is in full force and effect, and a copy of the signed board resolutions and any other documents as APS may reasonably request evidencing the appointment and coverage of the indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include APS AlixPartners employees and agents under the Company’s policy or does not have first dollar coverage acceptable to APS AlixPartners in effect for at least $10 million (e.g., there such policy is not reserved based on actions that have been or are outstanding or threatened claims expected to be filed against officers and directors alleging prior acts that may give rise to a claim), APS AlixPartners may, at its option, attempt to purchase a separate D&O insurance policy that will cover APS AlixPartners employees and agents only. The cost of the policy same shall be invoiced to the Company as an out-of-pocket out -of -pocket cash expense. If APS AlixPartners is unable or unwilling to purchase such D&O insurance, then APS AlixPartners reserves the right to terminate the Agreement. Notwithstanding anything to the contrary, the Company’s indemnification and advancement obligations in this Section 7 shall be primary to (and without allocation against) any similar indemnification and advancement obligations of APS, its affiliates and insurers to the indemnitees (which shall be secondary), and the Company’s D&O insurance coverage for the indemnitees shall be specifically primary to (and without allocation against) any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by APS or otherwise). APS AlixPartners is not responsible for any third-party products or services separately procured by the Companyservices. The Company’s sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and not against APSAlixPartners, whether or not APS AlixPartners is instrumental in procuring such the third-party product or service. AlixPartners shall not be liable to the Company except for actual damages resulting from bad faith, self-dealing or intentional misconduct.