Common use of Indemnification and Related Matters Clause in Contracts

Indemnification and Related Matters. 9.1 Indemnification by MPGN, Hettinger and the Stockholdxxx. XXXX, Hettinger and the Stockholdxxx xxxxx jointly and severally indemnify and hold harmless Purchaser and its Affiliates, Subsidiaries, officers, directors, employees and agents thereof (the "Purchaser Indemnified Parties"), and shall reimburse Purchaser Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys' fees) or diminution of value (collectively, "Damages"), arising from or in connection with (a) any inaccuracy in any of the representations and warranties of MPGN, Hettinger or a Stockholder xx xxxx Xgreement or in any certificate delivered by MPGN, Hettinger or a Stockholder xxxxxxxx to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (b) any failure by MPGN, Hettinger or a Stockholder xx xxxxxxm or comply with any agreement in this Agreement, (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with MPGN, Hettinger or a Stockholder (xx xxx Xerson acting on his or its behalf) in connection with any of the Contemplated Transactions, except for any claim for fees arising out of the letter agreement between Kaufman Bros., L.P. and Mulxxxxxxxr Games Network, Inc. dated July 24, 1998 or (d) Taxes attributable to any transaction or event occurring on or prior to the Closing (including Taxes attributable to the Contemplated Transactions) to the extent such liabilities exceed the amount of the reserve for Taxes accrued on the Recent Balance Sheet.

Indemnification and Related Matters. 9.1 Indemnification by MPGN(a) Command agrees to indemnify GSS and GP, Hettinger any controlling person of GSS or GP and the Stockholdxxx. XXXXeach of their respective partners, Hettinger and the Stockholdxxx xxxxx jointly and severally indemnify and hold harmless Purchaser and its Affiliatesshareholders, Subsidiariesdirectors, officers, directorsemployees, employees agents, affiliates and agents thereof representatives (each, a "GSS Indemnified Party") and hold each of them harmless against any actions, judgments, claims, losses, damages, expenses, liabilities, joint or several, to which any GSS Indemnified Party may become liable, directly or indirectly, arising out of, or relating to, the "Purchaser Engagement or this Consulting Agreement, including but not limited to reimbursement for all GSS or GP fees, costs, reasonable attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities resulted from the gross negligence or willful misconduct of any GSS Indemnified Parties")Party. Command further agrees to reimburse each GSS Indemnified Party immediately upon request for all expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, and shall reimburse Purchaser Indemnified Parties preparation for, defense of, or providing evidence in, any loss, liabilityaction, claim, damagesuit proceeding or investigation, expense (includingdirectly or indirectly, but not limited arising out of, or relating to, costs this Consulting Agreement or the Engagement. In the event that a GSS Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of investigation and defense and reasonable attorneys' fees) or diminution against Command, or any of value (collectivelytheir affiliates in which such GSS Indemnified Party is not named as a defendant, "Damages"), arising from Command agrees to reimburse GSS or GP for all out-of-pocket expenses incurred by it in connection with (a) any inaccuracy in any such GSS Indemnified Party's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of the representations and warranties of MPGN, Hettinger or a Stockholder xx xxxx Xgreement or in any certificate delivered by MPGN, Hettinger or a Stockholder xxxxxxxx to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (b) any failure by MPGN, Hettinger or a Stockholder xx xxxxxxm or comply with any agreement in this Agreement, (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with MPGN, Hettinger or a Stockholder (xx xxx Xerson acting on his or its behalf) in connection with any of the Contemplated Transactions, except for any claim for fees arising out of the letter agreement between Kaufman Bros., L.P. and Mulxxxxxxxr Games Network, Inc. dated July 24, 1998 or (d) Taxes attributable to any transaction or event occurring on or prior to the Closing (including Taxes attributable to the Contemplated Transactions) to the extent such liabilities exceed the amount of the reserve for Taxes accrued on the Recent Balance Sheetlegal counsel.

Indemnification and Related Matters. 9.1 Indemnification by MPGN, Hettinger and the Stockholdxxx. XXXX, Hettinger and the Stockholdxxx xxxxx jointly and severally (a) The Debtors agree to indemnify and hold harmless Purchaser each of the Backstop Term Lenders (and, in addition to the Backstop Term Lenders, where a Backstop Term Lender is an investment manager or advisor for a beneficial holder, such beneficial holder), and its Affiliateseach of their respective affiliates, Subsidiaries, and each of their and their affiliates’ respective officers, directors, employees fiduciaries, employees, agents, advisors, attorneys, and agents thereof representatives, and the successors, heirs, and assigns of such Backstop Term Lender (and, in addition to the "Purchaser Backstop Term Lenders, where a Backstop Term Lender is an investment manager or advisor for a beneficial holder, such beneficial holder) and their affiliates (each such Backstop Term Lender and other person, an “Indemnified Parties"Person”) harmless against any and all losses, claims, damages, liabilities and/or reasonable and documented out-of-pocket expenses (limited, in the case of legal fees and expenses, to (x) the reasonable and documented out-of-pocket fees and expenses of one firm of counsel to all Indemnified Persons, taken as a whole, (y) to the extent reasonably necessary, to the reasonable and documented out-of-pocket fees and expenses of one local counsel to all Indemnified Persons, taken as a whole, and (z) one conflicts counsel to all affected Indemnified Persons, taken as a whole) to any such Indemnified Person in connection with the transactions contemplated by this Commitment Letter or as a result of either this arrangement or any matter referred to in the Commitment Letter (whether or not such losses, claims, damages, or liabilities result from an investigation, litigation, claim, or proceeding that is brought by you, your equity holders, or creditors or an Indemnified Person and whether or not any such Indemnified Person is otherwise a party thereto), and shall reimburse Purchaser Indemnified Parties for, any except to the extent that such loss, liability, claim, damage, liability or expense has been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (including, but not limited to, costs i) the bad faith or willful misconduct of investigation and defense and reasonable attorneys' fees) such Indemnified Person or diminution of value (collectively, "Damages"), arising from or its related Indemnified Persons in connection with (a) any inaccuracy in any performing the services that are the subject of the representations and warranties of MPGN, Hettinger or a Stockholder xx xxxx Xgreement or in any certificate delivered by MPGN, Hettinger or a Stockholder xxxxxxxx to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warrantyCommitment Letter, (bii) any failure by MPGN, Hettinger or a Stockholder xx xxxxxxm or comply with any agreement in this Agreement, (c) any claim by any material breach of the obligations of such Indemnified Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with MPGN, Hettinger or a Stockholder (xx xxx Xerson acting on his or its behalf) in connection with any of the Contemplated Transactions, except for any claim for fees arising out of the letter agreement between Kaufman Bros., L.P. and Mulxxxxxxxr Games Network, Inc. dated July 24, 1998 related Indemnified Persons under this Commitment Letter or (diii) Taxes attributable to any transaction claims between or event occurring on or prior to among the Closing (including Taxes attributable to Backstop Term Lenders. The foregoing obligations will be included in the Contemplated Transactions) to the extent such liabilities exceed the amount of the reserve for Taxes accrued on the Recent Balance SheetDIP Facility as superpriority obligations.

Indemnification and Related Matters. 9.1 Indemnification by MPGN(a) ADNAS agrees to indemnify GP, Hettinger any controlling person of GP and the Stockholdxxx. XXXXeach of their respective partners, Hettinger and the Stockholdxxx xxxxx jointly and severally indemnify and hold harmless Purchaser and its Affiliatesshareholders, Subsidiariesdirectors, officers, directorsemployees, employees agents, affiliates and agents thereof representatives (each, an "Indemnified Party") and hold each of them harmless against any actions, judgments, claims, losses, damages, expenses, liabilities, joint or several, to which any Indemnified Party may become liable, directly or indirectly, arising out of, or relating to, this Letter Agreement or the "Purchaser Engagement, including but not limited to reimbursement for all GP fees, costs, attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities resulted from the gross negligence or willful misconduct of any Indemnified Parties")Party. XXXXX further agrees to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, and shall reimburse Purchaser Indemnified Parties preparation for, defense of, or providing evidence in, any loss, liabilityaction, claim, damagesuit proceeding or investigation, expense (includingdirectly or indirectly, but not limited arising out of, or relating to, costs this Letter Agreement or GP's services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. XXXXX also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to ADNAS or any person asserting claims on behalf of investigation and defense and reasonable attorneys' fees) or diminution in right of value (collectivelyADNAS, "Damages")directly or indirectly, arising out of, or relating to, this Letter Agreement or GP's services thereunder, unless it is finally judicially determined that such liability resulted from the gross negligence or willful misconduct of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable for any consequential, indirect, incidental or special damages of any nature. In no event shall the Indemnified Parties' liability (whether direct, indirect, contract or otherwise) directly or indirectly relating to or in connection with (a) this Letter Agreement exceed the advisory fees received by GP during the months that any inaccuracy such liability of the Indemnified Parties arose. In the event that an indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of the representations and warranties of MPGN, Hettinger or a Stockholder xx xxxx Xgreement or in any certificate delivered by MPGN, Hettinger or a Stockholder xxxxxxxx to this Agreement, against ADNAS or any actions, omissions or statements affiliate of fact inconsistent with any ADNAS in which such representation or warranty, (b) any failure Indemnified Party is not named as a defendant. XXXXX agrees to reimburse GP for all expenses incurred by MPGN, Hettinger or a Stockholder xx xxxxxxm or comply with any agreement in this Agreement, (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with MPGN, Hettinger or a Stockholder (xx xxx Xerson acting on his or its behalf) it in connection with any such Indemnified Party's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of the Contemplated Transactions, except for any claim for fees arising out of the letter agreement between Kaufman Bros., L.P. and Mulxxxxxxxr Games Network, Inc. dated July 24, 1998 or (d) Taxes attributable to any transaction or event occurring on or prior to the Closing (including Taxes attributable to the Contemplated Transactions) to the extent such liabilities exceed the amount of the reserve for Taxes accrued on the Recent Balance Sheetits legal counsel.

Indemnification and Related Matters. 9.1 In the event that any Commitment Party or its affiliates (each such person, a “Protected Party”) becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including shareholders, partners, members or other equity holders of the Borrower or the Acquired Business in connection with or as a result of either this arrangement or any matter referred to in this Commitment Letter or the Fee Letter (together, the “Letters”), the Borrower agrees to periodically reimburse such Protected Party upon written demand (together with customary documentation in reasonable detail) for its reasonable and documented out-of-pocket legal and other out-of-pocket expenses (including the cost of any investigation and preparation) incurred in connection therewith (provided that any legal expenses shall be limited to one counsel for all Protected Parties taken as a whole and if reasonably necessary, a single local counsel for all Protected Parties taken as a whole in each relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions) and, solely in the case of an actual or perceived conflict of interest between Protected Parties where the Protected Parties affected by such conflict inform you of such conflict, one additional counsel in each relevant jurisdiction to each group of affected Protected Party similarly situated taken as a whole). The Borrower also agrees to indemnify and hold such Protected Party harmless against any and all losses, claims, damages or liabilities to any such person in connection with or as a result of either this arrangement or any matter referred to in the Letters (whether or not such investigation, litigation, claim or proceeding is brought by you, your equity holders or creditors or a Protected Party and whether or not any such Protected Party is otherwise a party thereto), except to the extent that such loss, claim, damage or liability (a) has been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (x) the gross negligence, bad faith or willful misconduct of such Protected Party or its Related Protected Party in performing the services that are the subject of the Letters or (y) a material breach of the obligations of such Protected Party or its Related Protected Party under the Letters or the Loan Documents; or (b) arises from any dispute among Protected Parties or any Related Protected Parties of the foregoing other than any claims against a Protected Party in its capacity or in fulfilling its role as an agent or arranger role with respect to the Bridge Facility and other than any claims arising out of any act or omission on the part of the Borrower or its affiliates or the Acquired Business (collectively, the “Indemnification by MPGNCarve-outs”). In addition, Hettinger and such indemnity shall not, as to any Protected Party, be available with respect to any settlements effected without the Stockholdxxx. XXXXBorrower’s prior written consent (which consent shall not be unreasonably withheld or delayed), Hettinger and the Stockholdxxx xxxxx jointly and severally but if settled with your consent, you agree to indemnify and hold harmless Purchaser each Protected Party in the manner set forth above (for the avoidance of doubt, it being understood that if there is a final judgment in any such proceeding, the indemnity set forth above shall apply (subject to the exceptions thereto set forth above)). If for any reason (other than the Indemnification Carve-outs) the foregoing indemnification is unavailable to such Protected Party or insufficient to hold it harmless, then the Borrower will contribute to the amount paid or payable by such Protected Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of (i) the Borrower and its Affiliatesthe Acquired Business and their respective affiliates, Subsidiariesshareholders, officerspartners, members or other equity holders on the one hand and (ii) such Protected Party on the other hand in the matters contemplated by the Letters as well as the relative fault of (x) the Borrower and the Acquired Business and their respective affiliates, shareholders, partners, members or other equity holders on the one hand and (y) such Protected Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Borrower under this paragraph will be in addition to any liability which the Borrower may otherwise have, will extend upon the same terms and conditions to any affiliate of such Protected Party and the partners, members, directors, agents, employees and agents thereof controlling persons (the "Purchaser Indemnified Parties"if any), as the case may be, of such Protected Party and shall reimburse Purchaser Indemnified Parties forany such affiliate, and will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrower, such Protected Party, any losssuch affiliate and any such person. The Borrower also agrees that neither any Protected Party nor any of such affiliates, liabilitypartners, claimmembers, damagedirectors, expense (includingagents, but not limited to, costs employees or controlling persons will have any liability to the Borrower or any person asserting claims on behalf of investigation and defense and reasonable attorneys' fees) or diminution in right of value (collectively, "Damages"), arising from the Borrower or any other person in connection with or as a result of either this arrangement or any matter referred to in the Letters, except in the case of the Borrower to the extent that any losses, claims, damages, liabilities or expenses incurred by the Borrower or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Protected Party in performing the services that are the subject of the Letters or the material breach by such Protected Party of its obligations under the Letters; provided, however, that in no event will such Protected Party or such other parties have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Protected Party’s or such other parties’ activities related to the Letters. Neither the Borrower nor any of its affiliates will be responsible or liable to the Protected Parties or any other person or entity for any indirect, special, punitive or consequential damages that may be alleged as a result of the Acquisition, the Letters, the Bridge Facility, the Transactions or any related transaction contemplated hereby or thereby or any use or intended use of the proceeds of the Bridge Facility; provided, that nothing in this sentence shall limit your indemnity and reimbursement obligations set forth in this Section 5 with respect to any action, proceeding or investigation brought against any Protected Party. The provisions of this Section 5 will survive any termination or completion of the arrangement provided by the Letters. For purposes hereof, a “Related Protected Party” of a Protected Party means (a) any inaccuracy in any controlling person or controlled affiliate of the representations and warranties of MPGN, Hettinger or a Stockholder xx xxxx Xgreement or in any certificate delivered by MPGN, Hettinger or a Stockholder xxxxxxxx to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warrantyProtected Party, (b) the respective directors, officers, or employees of such Protected Party or any failure by MPGN, Hettinger of its controlling persons or a Stockholder xx xxxxxxm or comply with any agreement in this Agreement, controlled affiliates and (c) any claim by any Person for brokerage the respective agents of such Protected Party or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with MPGN, Hettinger or a Stockholder (xx xxx Xerson acting on his or its behalf) in connection with any of its controlling persons or controlled affiliates, in the Contemplated Transactionscase of this clause (c), except for any claim for fees arising out acting at the instructions of such Protected Party, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the letter agreement between Kaufman Bros., L.P. and Mulxxxxxxxr Games Network, Inc. dated July 24, 1998 or (d) Taxes attributable to any transaction or event occurring on or prior to the Closing (including Taxes attributable to the Contemplated Transactions) to the extent such liabilities exceed the amount negotiation of the reserve for Taxes accrued on the Recent Balance Sheetthis Commitment Letter.