Common use of Indemnification Obligations Clause in Contracts

Indemnification Obligations. Each of the Parties (each, an “Indemnitor”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Indemnification Obligations. Each To the extent not otherwise provided for in the Service Agreements, each of the Parties (each, an “Indemnitor”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Indemnification Obligations. Each of the Parties (each, an “Indemnitor”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person Person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 5 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Indemnification Obligations. Each of the Parties (each, an “Indemnitor”) shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person Person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 4 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Indemnification Obligations. Each of To the Parties (eachfurthest extent allowable by law, an “Indemnitor”) CSO shall indemnify, defend and hold the other Party Lender and its partners and affiliates and their respective directors, officers, directorsemployees, membersshareholders, managers lenders, partners and employees agents (eachherein, an the “IndemniteeLender Indemnified Parties”) harmless from and against any and all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expensesdemands, liabilities, losses, penalties, fines, judgments, damages or expenses (including, without limitation, attorneys’ legal fees, fines, court costs, accounting fees and expenses class action costs) (collectively, collectively “LossesDamages”) imposed uponwhether based on contract, incurred tort, common law, equity, or statute (each, a “Claim”), asserted by or asserted against the on behalf of any Applicant, Borrower, Regulatory Authority, or other person seeking indemnification that are caused by, are attributable or entity relating to, result from arising or arise alleged to have arisen in whole or in part out of or in consequence of all of the following: (i) any breach by CSO of its obligations under this Agreement or the inaccuracy of any warranty or representation of CSO set forth in this Agreement; (ii) any act or omission (whether one or more) of any Third Party Service Provider retained by CSO, the inaccuracy of any warranty or representation made for the benefit of Lender by any Third Party Service Provider retained by CSO, or the breach of this Agreement any obligation owed to Lender by any Third Party Service Provider retained by CSO; (iii) any claim or determination that the Indemnitor Loans or the negligence or willful misconduct activities of the Indemnitor, parties hereunder are illegal under or prohibited by any of the Rules and any other claim asserted by or on behalf of any officersApplicants, directorsBorrowers or Regulatory Authority with respect to the Loans; (iv) any examination, membersinvestigation or audit conducted by a Regulatory Authority; (v) any actual or alleged injury to any Applicant, managersBorrower and/or actual or prospective customer of CSO or to any employee of CSO actually caused or alleged to have been caused in whole or in part by CSO or any of its employees, agents or representatives; (vi) any transaction (whether one or more) arising out of, relating to, and/or pursuant to this Agreement; (vii) any claim by a Borrower relating to the documentation of a Loan by CSO or Lender and/or (viii) any act or omission (whether one or more) of CSO, and/or its employees, agents, contractors representatives and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor service providers in connection with providing such their performance or lack of performance of any duty or activity contemplated by this Agreement. The obligation under this Section 19(a) shall include payment of all reasonable and necessary counsel fees and expert fees. THE OBLIGATIONS OF CSO TO INDEMNIFY AND DEFEND INDEMNIFIED PARTIES UNDER THIS SECTION 19(a) SHALL EXTEND WITHOUT LIMITATION TO CLAIMS THAT ALLEGE THE NEGLIGENCE, GROSS NEGLIGENCE, AND/OR INTENTIONAL ACTS OF LENDER, EXCEPT THAT CSO SHALL HAVE NO INDEMNIFICATION OBLIGATION CAUSED BY LENDER’S GROSS NEGLIGENCE AND/OR INTENTIONAL TORTS, EXCEPT TO THE EXTENT SUCH GROSS NEGLIGENCE OR INTENTIONAL TORT ARISES FROM ACTIONS REASONABLY REQUIRED TO PERFORM LENDER OBLIGATIONS UNDER THIS AGREEMENT. Additionally, CSO’s indemnification obligations under this Section 19(a) shall include the payment up of all costs of defense, if any, including without limitation, all reasonable and necessary attorney’s fees, court costs, accounting fees, class action costs and expert fees, subject to CSO’s reimbursement rights under Section 19(c) below. Except as otherwise provided in this Section 19(a), the obligations of CSO to defend, indemnify and hold Lender Indemnified Parties harmless under this Section 19(a) shall extend without limitation to the amount received by the Indemniteeactual or alleged omissions, net negligence, gross negligence, and intentional acts of any expenses incurred by such Indemnitee in collecting such amountLender, including Lender’s sole or concurrent negligence. NOTHING CONTAINED HEREIN SHALL REQUIRE CSO TO DEFEND, INDEMNIFY OR HOLD LENDER INDEMNIFIED PARTIES HARMLESS FROM LENDER’S BREACH OF THIS AGREEMENT.

Indemnification Obligations. Each of To the Parties (eachfurthest extent allowable by law, an “Indemnitor”) CSO shall indemnify, defend and hold the other Party Lender and its partners and affiliates and their respective directors, officers, directorsemployees, membersshareholders, managers lenders, partners and employees agents (eachherein, an the “IndemniteeLender Indemnified Parties”) harmless from and against any and all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expensesdemands, liabilities, losses, penalties, fines, judgments, damages or expenses (including, without limitation, attorneys’ legal fees, fines, court costs, accounting fees and expenses class action costs) (collectively, collectively “LossesDamages”) imposed uponwhether based on contract, incurred tort, common law, equity, or statute (each, a “Claim”), asserted by or asserted against the on behalf of any Applicant, Borrower, Regulatory Authority, or other person seeking indemnification that are caused by, are attributable or entity relating to, result from arising or arise alleged to have arisen in whole or in part out of or in consequence of all of the following: (i) any breach by CSO of its obligations under this Agreement or the inaccuracy of any warranty or representation of CSO set forth in this Agreement; (ii) any act or omission (whether one or more) of any Third Party Service Provider retained by CSO, the inaccuracy of any warranty or representation made for the benefit of Lender by any Third Party Service Provider retained by CSO, or the breach of this Agreement any obligation owed to Lender by any Third Party Service Provider retained by CSO; (iii) any claim or determination that the Indemnitor Loans or the negligence or willful misconduct activities of the Indemnitor, parties hereunder are illegal under or prohibited by any of the Rules and any other claim asserted by or on behalf of any officersApplicants, directorsBorrowers or Regulatory Authority with respect to the Loans; (iv) any examination, membersinvestigation or audit conducted by a Regulatory Authority; (v) any actual or alleged injury to any Applicant, managersBorrower and/or actual or prospective customer of CSO or to any employee of CSO actually caused or alleged to have been caused in whole or in part by CSO or any of its employees, agents or representatives; (vi) any transaction (whether one or more) arising out of, relating to, and/or pursuant to this Agreement; (vii) any claim by a Borrower relating to the documentation of a Loan by CSO or Lender and/or (viii) any act or omission (whether one or more) of CSO, and/or its employees, agents, contractors representatives and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor service providers in connection with providing such their performance or lack of performance of any duty or activity contemplated by this Agreement. The obligation under this Section 20(a) shall include but not be limited to payment of all reasonable and necessary counsel fees and expert fees THE OBLIGATIONS OF CSO TO INDEMNIFY AND DEFEND INDEMNIFIED PARTIES UNDER THIS SECTION 19(a) SHALL EXTEND WITHOUT LIMITATION TO CLAIMS THAT ALLEGE THE OMISSIONS, NEGLIGENCE, GROSS NEGLIGENCE, AND/OR INTENTIONAL ACTS OF LENDER, EXCEPT THAT CSO SHALL HAVE NO INDEMNIFICATION OBLIGATION CAUSED BY LENDER’S GROSS NEGLIGENCE AND/OR INTENTIONAL TORTS, EXCEPT TO THE EXTENT SUCH GROSS NEGLIGENCE OR INTENTIONAL TORT ARISES FROM ACTIONS REASONABLY REQUIRED TO PERFORM LENDER OBLIGATIONS UNDER THIS AGREEMENT. Additionally, CSO’s indemnification obligations under this Section 20(a) shall include the payment up of all costs of defense, if any, including without limitation, all reasonable and necessary attorney’s fees, court costs, accounting fees, class action costs and expert fees, subject to CSO’s reimbursement rights under Section 20(c) below. Except as otherwise provided in this Section 20(a), the obligations of CSO to defend, indemnify and hold Lender Indemnified Parties harmless under this Section 20(a) shall extend without limitation to the amount received by the Indemniteeactual or alleged omissions, net negligence, gross negligence, and intentional acts of any expenses incurred by such Indemnitee in collecting such amountLender, including Lender’s sole or concurrent negligence. NOTHING CONTAINED HEREIN SHALL REQUIRE CSO TO DEFEND, INDEMNIFY OR HOLD LENDER INDEMNIFIED PARTIES HARMLESS FROM LENDER’S BREACH OF THIS AGREEMENT.

Indemnification Obligations. Each of Subject to Section 2.1(b), from and after the Parties (eachEffective Time, an “Indemnitor”) Parent and Merger Sub shall indemnify, defend and hold harmless the other Party Stockholders and its their respective officersheirs, directors, members, managers successors and employees assigns (each, an the “IndemniteeIndemnified Parties”) harmless from and against any and all actual claims, liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, expenses (including, without limitation, reasonable attorneys’, accountants’, investigators’ and experts’ fees and expenses expenses, sustained or incurred in connection with the defense or investigation of any claim) (collectively, “LossesDamages”) imposed uponto the extent caused by, incurred resulting from, arising from or relating to: (i) any breach of any representation or warranty made by Parent or asserted against the person seeking Merger Sub in the Merger Agreement or in any certificate delivered by Parent or Merger Sub pursuant to or in connection with the Merger Agreement; and (ii) the breach or failure by Parent or Merger Sub to perform any covenant or obligation of Parent or Merger Sub contained in the Merger Agreement, except that the parties agree that this indemnification obligation shall not apply to actions or omissions of Parent or Merger Sub under Article IX of the Merger Agreement, for which the Stockholders, as third-party beneficiaries under the Merger Agreement, shall have such remedies as are generally available under law and equity; provided that the term “Damages” as used in this Stockholders Agreement shall not include special, indirect or consequential damages (including lost profits) or any right to obtain punitive damages (except in the case of fraud or intentional misrepresentation). This Stockholders Agreement shall constitute the sole and exclusive remedy of the Indemnified Parties for all claims, liabilities, losses, damages, costs and expenses that are caused by, are attributable toresult from, result arise from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant relate to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, clauses (i) and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount(ii) above.

Indemnification Obligations. Each of To the Parties (eachfurthest extent allowable by law, an “Indemnitor”) CSO shall indemnify, defend and hold the other Party Lender and its partners and affiliates and their respective directors, officers, directorsemployees, membersshareholders, managers lenders, partners and employees agents (eachherein, an the “IndemniteeLender Indemnified Parties”) harmless from and against any and all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expensesdemands, liabilities, losses, penalties, fines, judgments, damages or expenses (including, without limitation, attorneys’ legal fees, fines, court costs, accounting fees and expenses class action costs) (collectively, collectively “LossesDamages”) imposed uponwhether based on contract, incurred tort, common law, equity, or statute (each, a “Claim”), asserted by or asserted against the on behalf of any Applicant, Borrower, Regulatory Authority, or other person seeking indemnification that are caused by, are attributable or entity relating to, result from arising or arise alleged to have arisen in whole or in part out of or in consequence of all of the following: (i) any breach by CSO of its obligations under this Agreement or the inaccuracy of any warranty or representation of CSO set forth in this Agreement; (ii) any act or omission (whether one or more) of any Third-Party Service Provider retained by CSO, the inaccuracy of any warranty or representation made for the benefit of Lender by any Third-Party Service Provider retained by CSO, or the breach of this Agreement any obligation owed to Lender by any Third-Party Service Provider retained by CSO; (iii) any claim or determination that the Indemnitor Loans or the negligence or willful misconduct activities of the Indemnitor, parties hereunder are illegal under or prohibited by any of the Rules and any other claim asserted by or on behalf of any officersApplicants, directorsBorrowers or Regulatory Authority with respect to the Loans; (iv) any examination, membersinvestigation or audit conducted by a Regulatory Authority; (v) any actual or alleged injury to any Applicant, managersBorrower and/or actual or prospective customer of CSO or to any employee of CSO actually caused or alleged to have been caused in whole or in part by CSO or any of its employees, agents or representatives; (vi) any transaction (whether one or more) arising out of, relating to, and/or pursuant to this Agreement; (vii) any claim by a Borrower relating to the documentation of a Loan by CSO or Lender and/or (viii) any act or omission (whether one or more) of CSO, and/or its employees, agents, contractors representatives and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor Third-Party service providers in connection with providing such their performance or lack of performance of any duty or activity contemplated by this Agreement. The obligation under this Section 19(a) shall include payment of all reasonable and necessary counsel fees and expert fees. THE OBLIGATIONS OF CSO TO INDEMNIFY AND DEFEND INDEMNIFIED PARTIES UNDER THIS SECTION 19(a) SHALL EXTEND WITHOUT LIMITATION TO CLAIMS THAT ALLEGE THE NEGLIGENCE, GROSS NEGLIGENCE, AND/OR INTENTIONAL ACTS OF LENDER, EXCEPT THAT CSO SHALL HAVE NO INDEMNIFICATION OBLIGATION CAUSED BY LENDER’S GROSS NEGLIGENCE AND/OR INTENTIONAL TORTS, EXCEPT TO THE EXTENT SUCH GROSS NEGLIGENCE OR INTENTIONAL TORT ARISES FROM ACTIONS REASONABLY REQUIRED TO PERFORM LENDER OBLIGATIONS UNDER THIS AGREEMENT. Additionally, CSO’s indemnification obligations under this Section 19(a) shall include the payment up of all costs of defense, if any, including without limitation, all reasonable and necessary attorney’s fees, court costs, accounting fees, class action costs and expert fees, subject to CSO’s reimbursement rights under Section 19(c) below. Except as otherwise provided in this Section 19(a), the obligations of CSO to defend, indemnify and hold Lender Indemnified Parties harmless under this Section 19(a) shall extend without limitation to the amount received by the Indemniteeactual or alleged omissions, net negligence, gross negligence, and intentional acts of any expenses incurred by such Indemnitee in collecting such amountLender, including Lender’s sole or concurrent negligence. NOTHING CONTAINED HEREIN SHALL REQUIRE CSO TO DEFEND, INDEMNIFY OR HOLD LENDER INDEMNIFIED PARTIES HARMLESS FROM LENDER’S BREACH OF THIS AGREEMENT.

Indemnification Obligations. Each of the Parties (each, an “Indemnitor”") shall indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”") harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”") imposed upon, incurred by or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Indemnification Obligations. Each of the Parties (each, an “Indemnitor”) shall will indemnify, defend and hold the other Party and its respective officers, directors, members, managers and employees (each, an “Indemnitee”) harmless from and against all liabilities, obligations, claims, losses, damages, penalties, deficiencies, causes of action, costs and expenses, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) imposed upon, incurred by or asserted against the person seeking indemnification that are caused by, are attributable to, result from or arise out of the breach of this Agreement by the Indemnitor or the negligence or willful misconduct of the Indemnitor, or of any officers, directors, members, managers, employees, agents, contractors and/or subcontractors acting for or on behalf of the Indemnitor. Any indemnification obligation pursuant to this Article 6 with respect to any particular Losses shall will be reduced by all amounts actually recovered by the Indemnitee from third parties, or from applicable insurance coverage, with respect to such Losses. Upon making any payment to any Indemnitee, the Indemnitor shall will be subrogated to all rights of the Indemnitee against any third party in respect of the Losses to which such payment relates, and such Indemnitee shall will execute upon request all instruments reasonably necessary to evidence and perfect such subrogation rights. If the Indemnitee receives any amounts from any third party or under applicable insurance coverage subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall will promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification payment up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.