Common use of Indemnification and Reimbursement Clause in Contracts

Indemnification and Reimbursement. (a) Assignee agrees to indemnify Participant for and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature, including reasonable fees and disbursements of counsel, arbitration fees and arbitrator fees (collectively, the “Losses”), which may be imposed on, incurred by, or asserted against Participant in any way relating to or arising out of the Assigned Interests; provided, however, that this indemnity shall not apply in case of any Losses caused by Participant’s failure to observe and perform any or all of its duties, obligations, covenants, warranties or representations contained in this Agreement or by Participant’s gross negligence or willful misconduct. (b) In the event that Participant is sued or threatened by suit by any receiver or trustee in bankruptcy or by any borrower as a debtor-in-possession on account of any alleged preference, voidable transfer or fraudulent conveyance alleged to have been received under any of the Loans underlying the Participation Interest, or if any claim, suit or action shall be asserted against Participant relating to such Loans, any money paid by Participant in satisfaction or compromise of such suit, action or demand, any money required to be returned by Participant to such borrower or its estate and any costs or fees associated therewith shall be reimbursed to Participant by Assignee.

Indemnification and Reimbursement. (a) Assignee Pledgor agrees to indemnify Participant for the Pledgees and against their respective partners, stockholders, directors, officers, employees, agents and affiliates (jointly and severally, the "Indemnitees") against, hold them harmless of and from, and to the extent paid by any Indemnitees reimburse them for, any and all claimsloss, demandsliability, liabilitiescost, obligationsdamage and expense, lossesincluding, damageswithout limitation, penaltiesreasonable attorneys' fees and expenses, actions, judgments, suits, costs, expenses which the Indemnitees may suffer or disbursements incur by reason of any kind action, claim or natureproceeding brought by or against any Indemnitee or in which any Indemnitee may become involved (as a plaintiff, defendant, nonparty or in any other capacity, including reasonable fees and disbursements without limitation in any action brought in interpleader or against Pledgor) or in connection with any investigation, whether conducted by an Indemnitee or another, arising out of counsel, arbitration fees and arbitrator fees (collectively, the “Losses”), which may be imposed on, incurred by, or asserted against Participant relating directly or indirectly in any way relating to or arising out of the Assigned Interests; providedPledged Shares, however, that this indemnity shall not apply in case of any Losses caused by Participant’s failure to observe and perform any or all of its duties, obligations, covenants, warranties or representations contained in this Agreement or by Participant’s gross negligence any transaction to which the Pledged Shares or willful misconductthis Agreement directly or indirectly relates. (b) In If the event that Participant indemnification provided for in paragraph (a) of this Section 10 is sued for any reason held to be unavailable, Pledgor shall contribute such amounts as are just and equitable to pay the Indemnitees or threatened to reimburse them for the aggregate of any and all losses, liabilities, costs, damages and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred by suit by any receiver or trustee in bankruptcy or by any borrower the Indemnitees as a debtor-in-possession on account result of or in connection with, any amount paid in settlement of any alleged preferenceaction, voidable transfer claim or fraudulent conveyance alleged proceeding arising out of or relating directly or indirectly in any way to have been received under the Pledged Shares or this Agreement or any transaction to which the Pledged Shares or this Agreement directly or indirectly relates. The provisions of the Loans underlying the Participation Interest, or if this Section 10 shall survive any claim, suit or action shall be asserted against Participant relating to such Loans, any money paid by Participant in satisfaction or compromise termination of such suit, action or demand, any money required to be returned by Participant to such borrower or its estate and any costs or fees associated therewith shall be reimbursed to Participant by Assigneethis Agreement.