Common use of Indemnification by MSIL Clause in Contracts

Indemnification by MSIL. MSIL shall indemnify and hold harmless the Customer, its partners, and its or their respective successors or assigns from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims, or lawsuits) actually and reasonably incurred arising from any act, omission or conduct undertaken by MSIL on behalf of the Customer pursuant to this Agreement, provided that a court of competent jurisdiction upon entry of final judgment shall find (or, if no final judgment is entered, by an opinion rendered to the Customer by independent counsel who shall be other than counsel to the Customer or MSIL) to the effect that the conduct that was the basis for such liability was the result of bad faith, misconduct, or negligence, or was not done in a good faith belief that it was in, or not opposed to, the best interests of the Customer, or was by reason of any material breach of this Agreement by MSIL.