Common use of Indemnification by MGM Clause in Contracts

Indemnification by MGM. MGM shall indemnify and defend the Company, the Subsidiaries of the Company, IW, IW’s Affiliates and their respective stockholders, members, partners, managers, officers, directors, employees, agents, successors and assigns (the “IW Indemnitees”) against, and shall hold the IW Indemnitees harmless from, any Damages incurred or suffered by an IW Indemnitee resulting from, arising out of, or in connection with, or otherwise with respect to any breach of any representation, warranty, covenant or agreement made by MGM contained in this Agreement; provided, however, that the cumulative indemnification obligation of MGM under this Section 13.3(a) shall in no event exceed the Unreturned Investment of IW at the time of such indemnification.