Common use of Indemnification by GAMCO Clause in Contracts

Indemnification by GAMCO. From and after the time of the Distribution, GAMCO shall indemnify, defend and hold harmless the TETON Companies and each of their respective directors, officers, employees, agents and Affiliates, and each of the heirs, executors, successors and assigns of any of the foregoing (the “TETON Indemnitees”) from and against any and all losses, Liabilities and damages, including the costs and expenses of any and all actions, threatened actions, demands, assessments, judgments, settlements and compromises relating thereto and attorneys fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such actions or threatened actions (collectively, “TETON Indemnifiable Losses” and, individually, a “TETON Indemnifiable Loss”) incurred or suffered by a TETON Indemnitee arising out of (a) the failure or alleged failure of GAMCO or any of its Subsidiaries to pay, perform or otherwise discharge in due course any of the GAMCO Liabilities, (b) the breach by GAMCO of any its obligations under this Agreement, and (c) any untrue statement or alleged untrue statement of a material fact (i) contained in any document filed with the Securities and Exchange Commission (the "SEC") by GAMCO pursuant to the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") or any other applicable securities rule, regulation or law, (ii) otherwise disclosed to investors or potential investors in any GAMCO Company by any GAMCO Company, or (iii) furnished to any TETON Indemnitee by any GAMCO Company for inclusion in any public disclosures to be made by any TETON Indemnitee, including filings with the SEC or disclosures to investors or potential investors in any TETON Company; or any omission or alleged omission to state in any information described in clauses (i), (ii) or (iii) above a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, indemnification will be available under this clause (c) only to the extent that those TETON Indemnifiable Losses are caused by any such untrue statement or omission or alleged untrue statement or omission, and the information which is the subject of such untrue statement or omission or alleged untrue statement or omission was not supplied after the Distribution by a TETON Company or an agent thereof acting on its behalf.

Indemnification by GAMCO. From and after the time of the Distribution, GAMCO shall indemnify, defend and hold harmless the TETON Companies ACG Group and each of their respective directors, officers, employees, agents agents, and Affiliates, and each of the heirs, executors, successors and assigns of any of the foregoing (the “TETON ACG Indemnitees”) from and against any and all losses, Liabilities and damages, including the costs and expenses of any and all actions, threatened actions, demands, assessments, judgments, settlements settlements, and compromises relating thereto and attorneys fees thereto, attorneys’ fees, and any and all expenses whatsoever reasonably incurred in investigating, preparing preparing, or defending against any such actions or threatened actions (collectively, “TETON ACG Indemnifiable Losses” and, individually, a “TETON ACG Indemnifiable Loss”) incurred or suffered by a TETON ACG Indemnitee arising out of (a) the failure or alleged failure of GAMCO or any of its Subsidiaries to pay, perform or otherwise discharge in due course any of the GAMCO Group Liabilities, (b) the breach by GAMCO of any its obligations under this Agreement, and (c) any untrue statement or alleged untrue statement of a material fact (i) contained in any document filed with the Securities and Exchange Commission (the "SEC") SEC by GAMCO pursuant to the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") or Act;or any other applicable securities rule, regulation or law, (ii) otherwise disclosed to investors or potential investors in any member of the GAMCO Company Group by any member of the GAMCO CompanyGroup, or (iii) furnished to any TETON ACG Indemnitee by any member of the GAMCO Company Group for inclusion in any public disclosures to be made by any TETON ACG Indemnitee, including filings with the SEC or disclosures to investors or potential investors in any TETON Company; member of the ACG Group, or any omission or alleged omission to state in any information described in clauses (i), (ii) or (iii) above a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, indemnification will be available under this clause (c) of this Section 6.2 only to the extent that those TETON ACG Indemnifiable Losses are caused by any such untrue statement or omission or alleged untrue statement or omission, and the information which is the subject of such untrue statement or omission or alleged untrue statement or omission was not supplied after the Distribution by a TETON Company member of the ACG Group or an agent thereof acting on its behalf.