Common use of Indemnification and Other Matters Clause in Contracts

Indemnification and Other Matters. The COMPANY agrees to indemnify and hold GAH (which term, for purposes of this paragraph, includes it, its affiliates and its and their respective directors, officers, employees, shareholders, controlling persons, partners, and members) harmless against and from all losses, claims, damages or liabilities, and all actions, claims, proceedings and investigations in respect thereof (collectively, “Losses”), arising out of or in connection with this engagement or the performance by GAH of services on behalf of the company, and to timely reimburse GAH for all reasonable legal and other out-of-pocket expenses as incurred by GAH in connection with investigating, preparing to defend or defending any such Losses (including costs of GAH personnel required to testify or otherwise assist in any litigation calculated at customary per diem or hourly rates), whether or not GAH is named as a party thereto; provided, however, that the COMPANY shall not be liable to the extent such Losses are determined by arbitration as herein provided (not subject to judicial review or appeal) to have resulted primarily and directly from GAH’s gross negligence or willful misconduct. If such indemnification and reimbursement are insufficient or unavailable pursuant to, or as a result of, the foregoing sentence or otherwise, the COMPANY and GAH agree to make contributions to any Losses paid or payable in such proportion as appropriately reflects the relative economic benefits received by, and fault of, the COMPANY and its Shareholders, on the one hand, and GAH, on the other hand, as well as other equitable considerations; provided, however that the COMPANY agrees to make contributions to any Losses paid or payable such that GAH will not be liable for more than the Accomplishment Fee received by GAH pursuant to this Agreement. The COMPANY further agrees that GAH shall have no liability to the COMPANY in excess of the Accomplishment Fee received by GAH pursuant to this Agreement. The foregoing rights to indemnification and contribution shall not limit any other rights that GAH may have at law or otherwise. The COMPANY further agrees that without the written consent of GAH, the COMPANY will not settle or compromise any pending or threatened action, claim, proceeding, or investigation with respect to which indemnification or contribution may be sought hereunder unless such settlement or compromise includes an unconditional release of GAH from all liability resulting from such action, claim, proceeding, or investigation.

Indemnification and Other Matters. The COMPANY agrees to indemnify Company shall indemnify, hold harmless and hold GAH (which term, for purposes of this paragraph, includes it, defend APS and its affiliates and its and their respective partners, directors, officers, employees, shareholders, controlling persons, partners, employees and members) harmless against and from all losses, claims, damages or liabilities, and all actions, claims, proceedings and investigations in respect thereof agents (collectively, the “LossesAPS Parties”)) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with this the engagement or of APS that is the performance by GAH of services on behalf subject of the company, and to timely reimburse GAH for all reasonable legal and other out-of-pocket expenses as incurred by GAH in connection with investigating, preparing to defend or defending any such Losses (including costs of GAH personnel required to testify or otherwise assist in any litigation calculated at customary per diem or hourly rates), whether or not GAH is named as a party thereto; provided, however, that the COMPANY shall not be liable to the extent such Losses are determined by arbitration as herein provided (not subject to judicial review or appeal) to have resulted primarily and directly from GAH’s gross negligence or willful misconduct. If such indemnification and reimbursement are insufficient or unavailable pursuant to, or as a result of, the foregoing sentence or otherwise, the COMPANY and GAH agree to make contributions to any Losses paid or payable in such proportion as appropriately reflects the relative economic benefits received by, and fault of, the COMPANY and its Shareholders, on the one hand, and GAH, on the other hand, as well as other equitable considerations; provided, however that the COMPANY agrees to make contributions to any Losses paid or payable such that GAH will not be liable for more than the Accomplishment Fee received by GAH pursuant to this Agreement. The COMPANY further agrees that GAH Company shall have no liability pay damages and expenses as incurred, including reasonable legal fees and disbursements of counsel. In addition to the COMPANY in excess above indemnification, APS employees serving as directors or officers of the Accomplishment Fee received Company or affiliates will receive the benefit of the most favorable indemnification provisions provided by GAH pursuant the Company to this Agreement. The foregoing rights to indemnification its directors, officers and contribution shall not limit any other rights that GAH may have at law equivalently placed employees, whether under the Company’s charter or by-laws, by contract or otherwise. The COMPANY further agrees that without APS will notify the written consent Company of GAH, the COMPANY will not settle or compromise receipt of actual notice of commencement of any pending actual or threatened action, claim, proceedingsuit, investigation or investigation proceeding (an “Action”) against an APS Party with respect to which indemnification 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 contribution 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 sought 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 unless 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 settlement 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 compromise includes 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 unconditional release of GAH from all liability resulting from out-of-pocket expense. If APS is unable or unwilling to purchase such actionD&O insurance, claimthen APS reserves the right to terminate the Agreement. The Company’s indemnification obligations in this Section 7 shall be primary to, proceedingand without allocation against, any similar indemnification obligations that APS may offer to its personnel generally, 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 investigationotherwise). 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 is instrumental in procuring such third-party product or service.

Indemnification and Other Matters. The COMPANY agrees to indemnify Company shall indemnify, hold harmless and hold GAH (which term, for purposes of this paragraph, includes it, defend APS and its affiliates and its and their respective partners, directors, officers, employeesemployees and agents (collectively, shareholdersthe “APS Parties”) from and against all claims, controlling personsliabilities, partners, and members) harmless against and from all losses, claims, expenses and damages or liabilities, and all actions, claims, proceedings and investigations in respect thereof (collectively, “LossesClaims”), ) arising out of or in connection with this the engagement or of APS that is the performance by GAH of services on behalf subject of the companyAgreement, except for such Claims finally determined to be arising out of the gross negligence, bad faith, willful misconduct or fraud of APS. Promptly after APS receives notice of the commencement of any action or other proceeding in respect of which indemnification or reimbursement may be sought hereunder, APS will notify the Company thereof; but the omission to so notify the Company shall not relieve the Company from any obligation hereunder unless, and only to timely reimburse GAH for all reasonable legal and other out-of-pocket expenses as incurred the extent that, the Company shall have been materially prejudiced by GAH in connection with investigating, preparing to defend or defending such failure. If any such Losses (including costs action or other proceeding shall be brought against any APS Party, the Company shall, upon written notice given reasonably promptly following APS' notice to the Company of GAH personnel required such action or proceeding, be entitled to testify or otherwise assist in any litigation calculated assume the defense thereof at customary per diem or hourly rates), whether or not GAH is named as a party theretothe Company's expense with counsel chosen by the Company and reasonably satisfactory to APS; provided, however, that any APS Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the COMPANY foregoing, such APS Party shall not have the right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if the named parties to any such claim or action include such APS Party and the Company and in the reasonable opinion of counsel to such APS Party there are or may be liable substantial legal defenses available to such APS Party or to other APS Parties that are different from or additional to those available to the extent such Losses are determined by arbitration as herein provided (not subject to judicial review or appeal) to have resulted primarily and directly from GAH’s gross negligence or willful misconduct. If such indemnification and reimbursement are insufficient or unavailable pursuant to, or as a result of, the foregoing sentence or otherwise, the COMPANY and GAH agree to make contributions to any Losses paid or payable in such proportion as appropriately reflects the relative economic benefits received by, and fault of, the COMPANY and its Shareholders, on the one hand, and GAH, on the other hand, as well as other equitable considerationsCompany; provided, however however, that in no event shall the COMPANY agrees Company be required to make contributions to any Losses paid or payable such that GAH will not be liable pay fees and expenses under this indemnity for more than one counsel (in addition to one local counsel) for all APS Parties in connection with an action or related action. The Company and APS agree that they will not, without the Accomplishment Fee received prior written consent of each other, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, or proceeding relating to the matters contemplated by GAH pursuant APS' engagement unless such settlement, compromise, or consent includes a release of the parties reasonably satisfactory to APS and the Company. 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 further agrees that GAH , the Company shall have no liability reimburse APS for any actual, reasonable and documented expenses (including reasonable external and internal legal costs and APS' expenses) incurred to respond to the COMPANY request, except in excess cases where an APS Party is a party to the proceeding or the subject of the Accomplishment Fee received by GAH pursuant investigation. In addition to this Agreement. The foregoing rights to the above indemnification and contribution shall not limit 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 other rights that GAH may have at law equivalently placed employees, whether under the Company's charter or by-laws, by contract or otherwise. The COMPANY further agrees that without Company shall specifically include and cover employees and agents serving as directors or officers of the written consent of GAHCompany 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 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 not settle or compromise any pending or threatened action, claim, proceeding, or investigation 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. 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 indemnification shall be secondary). In the event that the Company is unable to include APS employees and agents under the Company's policy or contribution 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. In such event, the cost of this policy shall be sought hereunder unless borne by APS. If APS is unable or unwilling to purchase such settlement D&O insurance, then APS reserves the right to terminate the Agreement. APS is not responsible for any third-party products or compromise includes an unconditional release of GAH from all liability resulting from services separately procured by the Company. The Company's sole and exclusive rights and remedies with respect to any such actionthird party products or services are against the third-party vendor and not against APS, claim, proceeding, whether or investigationnot APS is instrumental in procuring such third-party product or service.

Indemnification and Other Matters. (A) The COMPANY Company agrees to indemnify and hold GAH (which term, for purposes of this paragraph, includes it, its affiliates and its and their respective directors, officers, employees, shareholders, controlling persons, partnersAST for, and members) to hold it harmless against and from all lossesagainst, claimsany loss, damages liability, or liabilities, and all actions, claims, proceedings and investigations in respect thereof (collectively, “Losses”), arising out expense incurred without negligence or bad faith on the part of AST for anything done or omitted by AST in connection with the acceptance and administration of this engagement Agreement, including the costs and expenses of defending against any claim of liability in the premises, provided that AST shall have provided the Company with notice of any such claim promptly after such claim became known to AST, and provided further that the Company shall have the right to assume the defense of any such claim upon receipt of written notice thereof from AST. If the Company assumes the defense of any such claim, AST shall be entitled to participate in (but not control) the defense of any such claim at its own expense. The Company shall not indemnify AST with respect to any claim or action settled without its consent, which consent shall not be unreasonably withheld. (B) AST agrees to indemnify the performance by GAH of services on behalf of the companyCompany for, and to timely reimburse GAH for all reasonable legal and other out-of-pocket expenses as hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on the part of the Company arising from anything done or omitted by GAH the Company in connection with investigatingthe Company's performance of its obligations and duties under this Agreement, preparing to defend or including the costs and expenses of defending against any claim of liability in the premises, provided that the Company shall have provided AST with notice of any such Losses claim promptly after such claim became known to the Company, and provided further that AST shall have the right to assume the defense of any such claim upon receipt of written notice thereof from the Company. If AST assumes the defense of any such claim, the Company shall be entitled to participate in (including costs but not control) the defense of GAH personnel required any such claim at its own expense. AST shall not indemnify the Company with respect to testify any claim or otherwise assist in any litigation calculated at customary per diem or hourly rates)action settled without its consent, whether or not GAH is named as a party thereto; provided, however, that the COMPANY which consent shall not be liable to the extent such Losses are determined by arbitration as herein provided unreasonably withheld. (not subject to judicial review or appealC) to have resulted primarily AST shall be protected and directly from GAH’s gross negligence or willful misconduct. If such indemnification and reimbursement are insufficient or unavailable pursuant to, or as a result of, the foregoing sentence or otherwise, the COMPANY and GAH agree to make contributions to any Losses paid or payable in such proportion as appropriately reflects the relative economic benefits received by, and fault of, the COMPANY and its Shareholders, on the one hand, and GAH, on the other hand, as well as other equitable considerations; provided, however that the COMPANY agrees to make contributions to any Losses paid or payable such that GAH will not be liable for more than the Accomplishment Fee received by GAH pursuant to this Agreement. The COMPANY further agrees that GAH shall have incur no liability to the COMPANY for or in excess respect of the Accomplishment Fee received any action taken, suffered or omitted by GAH pursuant to it in connection with its administration of this Agreement. The foregoing rights to indemnification and contribution shall not limit Agreement in reliance upon any other rights that GAH may have at law or otherwise. The COMPANY further agrees that without the written consent of GAH, the COMPANY will not settle or compromise any pending or threatened action, claim, proceeding, or investigation with respect to which indemnification or contribution may be sought hereunder unless such settlement or compromise includes an unconditional release of GAH from all liability resulting from such action, claim, proceeding, or investigation.Subscription Right,

Indemnification and Other Matters. The COMPANY agrees to indemnify SECTION 6.1. Assumed Liabilities, Exculpation and hold GAH Indemnification by Cavco. (which terma) From and after the Distribution Date, for purposes Cavco shall, without any further responsibility or liability of, or recourse to, Centex or any Affiliate of this paragraph, includes it, its affiliates and its and Centex or any of their respective directors, stockholders, officers, employees, shareholdersagents, controlling personsconsultants, partnersrepresentatives, and members) harmless against and from all lossessuccessors, claims, damages transferees or liabilities, and all actions, claims, proceedings and investigations in respect thereof assignees (collectively, “Losses”the "Centex Indemnitees"), arising out of or in connection with this engagement or absolutely and irrevocably assume and be solely liable and responsible for the performance by GAH of services on behalf Cavco Group Liabilities. Neither Centex nor any of the company, and to timely reimburse GAH for all reasonable legal and other out-of-pocket expenses as incurred by GAH in connection with investigating, preparing to defend or defending any such Losses (including costs of GAH personnel required to testify or otherwise assist in any litigation calculated at customary per diem or hourly rates), whether or not GAH is named as a party thereto; provided, however, that the COMPANY Centex Indemnitees shall not be liable to Cavco or any Affiliate of Cavco or any of their respective directors, stockholders, officers, employees, agents, consultants, customers, representatives, successors, transferees or assignees for any reason whatsoever on account of (i) any Cavco Group Liabilities or (ii) any Liabilities arising from the extent such Losses are determined breach by arbitration as herein Cavco of any of its obligations under this Agreement; provided (not subject that Centex shall remain liable to judicial review or appeal) to have resulted primarily and directly from GAH’s gross negligence or willful misconduct. If such indemnification and reimbursement are insufficient or unavailable pursuant to, or as a result of, the foregoing sentence or otherwise, the COMPANY and GAH agree to make contributions to Cavco for any Losses paid or payable in such proportion as appropriately reflects the relative economic benefits received by, and fault of, the COMPANY and breach by Centex of any of its Shareholders, on the one hand, and GAH, on the other hand, as well as other equitable considerations; provided, however that the COMPANY agrees to make contributions to any Losses paid or payable such that GAH will not be liable for more than the Accomplishment Fee received by GAH pursuant to obligations under this Agreement. The COMPANY further agrees that GAH shall have no liability to the COMPANY in excess of the Accomplishment Fee received by GAH pursuant to this Agreement. The foregoing rights to indemnification and contribution shall not limit any other rights that GAH may have at law or otherwise. The COMPANY further agrees that without the written consent of GAH, the COMPANY will not settle or compromise any pending or threatened action, claim, proceeding, or investigation matters with respect to which indemnification Cavco assumes liability pursuant to clauses (i) and (ii) above are referred to herein as the "Cavco Indemnifiable Liabilities." (b) Cavco shall indemnify, save and hold harmless each of the Centex Indemnitees from and against all (i) all Cavco Indemnifiable Liabilities and (ii) except as otherwise provided in the Transaction Agreements, all Liabilities that are or contribution may are alleged to be sought hereunder unless such settlement or compromise includes an unconditional release of GAH from all liability resulting from such actionrelated to, claim, proceedingarising from, or investigationassociated with the ownership, operation or conduct of the Cavco Business or the use, possession or enjoyment of the assets used in connection therewith at any time after the Distribution Date (all of which are collectively called the "Centex Damages"). In addition, if Centex so elects in its sole discretion, Cavco shall defend any or all of the Centex Indemnities in any Action in which any Centex Damages are asserted against any Centex Indemnitees. (c) Centex Damages with respect to which, but only to the extent that, any proceeds are received by Centex, or by any of its Affiliates, from any third party insurance policy (and are non-reimbursable by Centex under any self insurance policy), shall not be the subject of indemnification under this Agreement.