Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Written Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall, and shall require the Company Sublicensees to, indemnify and hold harmless the CustodianXxxxxxx and its Affiliates, any Sub-Custodian and any nominee thereof their respective officers, directors, employees, contractors, agents and assigns (each, an a “Xxxxxxx Indemnified Party” and collectively”), the “Indemnified Parties”) from and against any losses, damages and all claimsliability, including reasonable legal expense and attorneys’ fees (collectively, “Indemnified Losses”), incurred by any Xxxxxxx Indemnified Party as a result of any Third Party demands, lossesclaims or actions, expenses and liabilities including product liability claims (collectively, “Claims”) against any Xxxxxxx Indemnified Party arising or resulting from: (a) the negligence or willful misconduct of Company in performing Company’ obligations or exercising Company’ rights under this Agreement; (b) the breach of any of the covenants, warranties and every nature representations made by Company to Xxxxxxx under this Agreement; (including reasonable attorneys' feesc) that an Development Program activities conducted by or on behalf of Company; or (d) the Development, Manufacture, use, sale, offer for sale, other Commercialization or importation of any Compounds or Products in the Field in the Territory by Company or any of its Affiliates or Company Sublicensees. Notwithstanding the foregoing, Company shall not be responsible for the indemnification of any Xxxxxxx Indemnified Party may sustain or incur or to the extent that may be asserted against an the Indemnified Losses of such Xxxxxxx Indemnified Party by any person arising directly or indirectly were caused by: (i) from the fact that Securities are registered in the name negligence or willful misconduct of any such nominee, Xxxxxxx Indemnified Party; (ii) from any action taken breach by Xxxxxxx of its covenants, obligations, warranties or omitted representations pursuant to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, this Agreement; or (iii) from the performance any practice of its obligations under this Agreement Xxxxxxx IP or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating Xxxxxxx XX Rights pursuant to its refusal or failure rights reserved to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeesXxxxxxx.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Written Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, reasonable expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall agrees to indemnify each Agent, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless the Custodianfrom, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all losses, claims, demandsdamages, lossesliabilities and related expenses, expenses including the fees, charges and liabilities disbursements of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain counsel for any Indemnitee, incurred by or incur or that may be asserted against an Indemnified Party by any person Indemnitee arising directly out of, in connection with, or indirectly as a result of (i) from the fact that Securities are registered in execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the name performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any such nomineeother transactions contemplated hereby, (ii) from any action taken Loan or omitted to be taken by the Custodian use or such Sub-Custodian (a) at the request or direction of or in reliance on the advice intended use of the Company, or (b) upon Proper Instructions, proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party, the Company or any of its Subsidiaries); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, gross negligence or willful wilful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement)such Indemnitee. This indemnity Section shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Subnot apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Custodian” shall include their respective directors, officers and employeesTax claim.

Indemnification by Company. The Company shall indemnify hereby indemnifies, holds harmless and hold harmless defends the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectivelyMembers, the “Indemnified Parties”) Manager, the officers and each of their respective agents, officers, directors, members, partners, shareholders and employees from and against any and all claimsloss, demandsexpense, losses, expenses and liabilities of any and every nature damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys' feesfees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) that an Indemnified Party may sustain by reason of or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly out of (i) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any of its assets (but specifically excluding from such indemnity by the fact that Securities are registered in the name Company any so called "bad boy" guaranties or similar agreements which provide for recourse as a result of any such nomineefailure to comply with covenants, willful misconduct or gross negligence, (ii) from any action taken their status as Members, Manager, representatives, employees or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice officers of the Company, or (b) upon Proper Instructions, or (iii) from the performance Company's assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its obligations Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement or any sub-custody agreementby the indemnified party. For the purposes of this Section 14.2, provided that neither officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the Custodian nor purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such Sub-Custodian proceeding relating to the foregoing matters shall be indemnified and held harmless from and against any paid or reimbursed by the Company in advance of the final disposition of such claim, demand, loss, expense or liability arising out proceeding upon receipt by the Company of or relating to its refusal or failure to comply with (x) written affirmation by the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance Person requesting indemnification of its duties under this Agreement good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or any sub-custody agreement). This indemnity on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be a continuing an unlimited general obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeesindemnified party but need not be secured.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian Bank and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian Bank (a) at the request or direction of or in reliance on the advice of the Company, Company or (b) upon Proper Instructions, or (iiiii) from the performance of its obligations under this Agreement or any sub-custody servicing agreement, provided that neither the Custodian nor any such Sub-Custodian Bank shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody servicing agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody servicing agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms term “Custodian” and “Sub-CustodianBank” shall include their its respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “"Indemnified Party” " and collectively, the “"Indemnified Parties”") from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “"Custodian” " and “"Sub-Custodian” " shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian appointed pursuant to Section 3.3 above and any nominee thereof (each, an “"Indemnified Party” " and collectively, the “"Indemnified Parties”") from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the CompanyCompany , or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreementagreement with a Sub-Custodian appointed pursuant to Section 3.3 above, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). Any amounts owed by the Company to the Custodian under this Article X shall only be paid out of the assets and property of the Fund. This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “"Custodian” " and “"Sub-Custodian” " shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify hereby indemnifies, holds harmless and hold harmless defends the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectivelyMembers, the “Indemnified Parties”) Manager, the officers and each of their respective agents, officers, directors, members, partners, shareholders and employees from and against any loss, expense, damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and all claims, demands, losses, other costs or expenses and liabilities incurred in connection with the defense of any and every nature (including reasonable attorneys' feesactual or threatened action, proceeding or claim) that an Indemnified Party may sustain by reason of or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly out of (i) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any of its assets (but specifically excluding from such indemnity by the fact that Securities are registered in the name Company any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of any such nomineefailure to comply with covenants, willful misconduct or gross negligence, (ii) from any action taken their status as Members, Manager, representatives, employees or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice officers of the Company, or (b) upon Proper Instructions, or (iii) from the performance Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its obligations Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement or any sub-custody agreementby the indemnified party. For the purposes of this Section 14.2, provided that neither officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the Custodian nor purposes of this Section 14. Reasonable expenses incurred by the indemnified party in connection with any such Sub-Custodian proceeding relating to the foregoing matters shall be indemnified and held harmless from and against any paid or reimbursed by the Company in advance of the final disposition of such claim, demand, loss, expense or liability arising out proceeding upon receipt by the Company of or relating to its refusal or failure to comply with (x) written affirmation by the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance Person requesting indemnification of its duties under this Agreement good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or any sub-custody agreement). This indemnity on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be a continuing an unlimited general obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeesindemnified party but need not be secured.

Indemnification by Company. The Company shall indemnify hereby indemnifies, holds harmless and hold harmless defends the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectivelyMembers, the “Indemnified Parties”) Manager, the officers and each of their respective agents, officers, directors, members, partners, shareholders and employees from and against any loss, expense, damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and all claims, demands, losses, other costs or expenses and liabilities incurred in connection with the defense of any and every nature (including reasonable attorneys' feesactual or threatened action, proceeding or claim) that an Indemnified Party may sustain by reason of or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly out of (i) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any of its assets (but specifically excluding from such indemnity by the fact that Securities are registered in the name Company any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of any such nomineefailure to comply with covenants, willful misconduct or gross negligence, (ii) from any action taken their status as Members, Manager, employees or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice officers of the Company, or (b) upon Proper Instructions, or (iii) from the performance Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company or any of its obligations under this Agreement Subsidiaries), if the acts or any sub-custody agreement, provided that neither omissions were not performed or omitted fraudulently or as a result of gross negligence by the Custodian nor indemnified party. Reasonable expenses incurred by the indemnified party in connection with any such Sub-Custodian proceeding relating to the foregoing matters shall be indemnified and held harmless from and against any paid or reimbursed by the Company in advance of the final disposition of such claim, demand, loss, expense or liability arising out proceeding upon receipt by the Company of or relating to its refusal or failure to comply with (x) written affirmation by the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance Person requesting indemnification of its duties under this Agreement good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or any sub-custody agreement). This indemnity on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be a continuing an unlimited general obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeesindemnified party but need not be secured.

Indemnification by Company. The Company Each Fund shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) related to such Fund that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the CompanyFund, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian an Indemnified Party shall not be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Companyrelevant Fund, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall Custodian”shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian Bank and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian Bank (a) at the request or direction of or in reliance on the advice of the Company, Company or (b) upon Proper Instructions, or (iiiii) from the performance of its obligations under this Agreement or any sub-custody servicing agreement, provided that neither the Custodian nor any such Sub-Custodian Bank shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody servicing agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody servicing agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms term “Custodian” and “Sub-CustodianBank” shall include their its respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, reasonable expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' ’ fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian no Indemnified Party shall be indemnified and or held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement or applicable law (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an are sustained or incurred by the Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), from its breach of its representations and warranties hereunder or from its bad faith, negligence or willful misconduct in the performance of its duties or obligations under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The In consideration of each Investor's execution and delivery of this Agreement and its acquisition of the Securities hereunder, and in addition to all of the Company's other obligations under this Agreement, the Registration Rights Agreement, the Warrants and the Convertible Notes, the Company shall will defend, protect, indemnify and hold harmless each Investor and each other holder of the CustodianSecurities and all of their shareholders, any Sub-Custodian officers, directors, employees, advisors and direct or indirect investors and any nominee thereof of the foregoing person's agents or other representatives (eachincluding, an “Indemnified Party” and without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnified Parties”"Indemnitees") from and against any and all actions, causes of action, suits, claims, demands, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (regardless of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and liabilities of any and every nature (including reasonable attorneys' fees) that fees and disbursements (the "Indemnified Liabilities"), incurred or suffered by an Indemnified Party may sustain Indemnitee as a result of, or incur arising out of, or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted relating to be taken by the Custodian or such Sub-Custodian (a) at any breach of any representation or warranty made by the request or direction of Company herein or in reliance on the advice of the Companyany other certificate, instrument or document contemplated hereby or thereby, (b) upon Proper Instructionsany breach of any covenant, agreement or obligation of the Company contained herein or in any other certificate, instrument or document contemplated hereby or thereby, (iiic) from the performance any cause of its obligations under this Agreement action, suit or any sub-custody agreement, provided that neither the Custodian nor any claim brought or made against such Sub-Custodian shall be indemnified Indemnitee and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal resulting from the execution, delivery, performance, breach or failure to comply with the terms enforcement of this Agreement (Agreement, the Registration Rights Agreement, the Warrants or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of Convertible Notes by the Company, its successors and assigns(d) any transaction financed or to be financed in whole or in part, notwithstanding directly or indirectly, with the termination proceeds of this Agreementthe issuance of the Securities or (e) the status of such Investor or holder of the Securities as an investor in the Company to the extent such status arises from actions or inaction by the Company in violation of law. As used in this paragraphTo the extent that the foregoing undertaking by the Company is unenforceable for any reason, the terms “Custodian” Company will make the maximum contribution to the payment and “Sub-Custodian” shall include their respective directors, officers and employeessatisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Sub- Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Written Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

Indemnification by Company. The Company shall indemnify hereby indemnifies, holds harmless and hold harmless defends the CustodianMembers and each of their respective agents, any Sub-Custodian officers, directors, members, partners, shareholders and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) employees from and against any and all claimsloss, demandsexpense, losses, expenses and liabilities of any and every nature damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys' feesfees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) that an Indemnified Party may sustain by reason of or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly out of (i) from their activities on behalf of the fact that Securities are registered Company or in furtherance of the name interests of any such nomineethe Company, (ii) from any action taken their status as Members or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper InstructionsManagers, or (iii) from the performance Company's assets, property, business or affairs (including, without limitation, the actions of its obligations Members of the Company), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement or any sub-custody agreementby the indemnified party. For the purposes of this Section 12.2, provided that neither officers, directors, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the Custodian nor purposes of this Section 12. Reasonable expenses incurred by the indemnified party in connection with any such Sub-Custodian proceeding relating to the foregoing matters shall be indemnified and held harmless from and against any paid or reimbursed by the Company in advance of the final disposition of such claim, demand, loss, expense or liability arising out proceeding upon receipt by the Company of or relating to its refusal or failure to comply with (x) written affirmation by the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance Person requesting indemnification of its duties under this Agreement good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or any sub-custody agreement). This indemnity on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be a continuing an unlimited general obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employeesindemnified party but need not be secured.

Indemnification by Company. The Company shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Company, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement)) or applicable law, or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.