Common use of Indemnification of the Firm Clause in Contracts

Indemnification of the Firm. Client hereby agrees to indemnify and hold harmless the Firm, its affiliates and their respective directors, officers, agents and employees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including without limitation, any and all court costs and reasonable attorneys’ fees, in any way related to or arising out of or in connection with this Agreement or any action taken or not taken pursuant hereto, except to the extent caused by the Firm’s material breach of its obligations hereunder. Creditor, in its capacity as collateral agent for certain third-party lenders, hereby agrees to indemnify and hold harmless the Firm, its affiliates and their respective directors, officers, agents and employees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including, without limitation, any and all court costs and reasonable attorneys’ fees, in any way related to or arising out of or in connection with (a) honoring or following any entitlement order or other instruction the Firm receives from Creditor, or (b) not honoring or following any entitlement order or other instruction the Firm receives from Client after the Firm’s receipt of a Notice of Exclusive Control, except, in each case, to the extent caused by the Firm’s material breach of its obligations hereunder. This Agreement does not create any obligation or duty of the Firm other than those expressly set forth herein and the Firm shall bear no liability or responsibility for failure to take any action not expressly required hereunder or for taking any action that is expressly permitted hereunder. Under no circumstances shall the Firm or any of its affiliates or their respective directors, officers, agents or employees, be liable or responsible (x) for any consequential, indirect, incidental, special, exemplary or punitive damages, or lost profits, arising from this Agreement; or (y) to Creditor or any third-party with respect to increases or decreases in the value of the Account or the assets held therein.

Indemnification of the Firm. Client hereby The Company agrees to indemnify and hold harmless the FirmFirm and its respective employees and agents (collectively, its affiliates the “Indemnitees”) from and their respective directorsagainst all losses, officersclaims, agents damages and employees liabilities resulting from an Indemnitee being (i) made a party or threatened to be made a party to or (ii) involved in any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) and whether or not by or in the right of the Company or otherwise, which are related to or result from the performance by the Firm of the services contemplated by the Engagement Agreement. The Company will promptly reimburse any Indemnitee for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the defense of any claim made or threatened against such Indemnitee; provided that the Indemnitee undertakes to repay to the Company any and all claimssuch advanced reimbursed expenses to the extent that it is finally judicially determined that the loss, causes claim, damage or liability resulted from the Firm’s or the Indemnitee’s willful misconduct, bad faith or gross negligence. The Company will not be liable to any Indemnitee under the foregoing indemnification and reimbursement provisions, (i) for any settlement by an Indemnitee effected without the Company’s prior written consent, such consent not to be unreasonably withheld, or (ii) to the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of actioncompetent jurisdiction to have resulted primarily from the Firm’s or the Indemnitee’s willful misconduct, liabilities, lawsuits, demands bad faith or gross negligence. Indemnification shall continue as to any Indemnitee who has ceased to perform services for the Firm and damagesafter the Firm has ceased to perform services under the Engagement Agreement; such indemnification by the Company shall continue through any period during which the Company has directors’ and officers’ liability insurance, including without limitation, limitation any and all court costs and reasonable attorneys’ fees, in any way related to or arising out of or in connection with this Agreement or any action taken or not taken pursuant hereto, except to the extent caused by the Firm’s material breach of its obligations hereunder. Creditor, in its capacity as collateral agent for certain third-party lenders, hereby agrees to indemnify and hold harmless the Firm, its affiliates and their respective directors, officers, agents and employees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including, without limitation, any and all court costs and reasonable attorneys’ fees, in any way related to or arising out of or in connection with (a) honoring or following any entitlement order or other instruction the Firm receives from Creditor, or (b) not honoring or following any entitlement order or other instruction the Firm receives from Client after the Firm’s receipt of a Notice of Exclusive Control, except, in each case, to the extent caused by the Firm’s material breach of its obligations hereunder. This Agreement does not create any obligation or duty of the Firm other than those expressly set forth herein and the Firm shall bear no liability or responsibility for failure to take any action not expressly required hereunder or for taking any action that is expressly permitted hereunder. Under no circumstances shall the Firm or any of its affiliates or their respective directors, officers, agents or employees, be liable or responsible (x) for any consequential, indirect, incidental, special, exemplary or punitive damages, or lost profits, arising from this Agreement; or (y) to Creditor or any third-party with respect to increases or decreases in the value of the Account or the assets held thereintail period.

Indemnification of the Firm. Client hereby agrees to indemnify and hold harmless the Firm, its affiliates and their respective directors, officers, agents and employees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including without limitation, any and all court costs and reasonable attorneys’ attorneys fees, in any way related to or arising out of or in connection with this Agreement or any action taken or not taken pursuant hereto, except to the extent caused by the Firm’s Firms material breach of its obligations hereunder. Creditor, in its capacity as collateral agent for certain third-party lenders, hereby agrees to indemnify and hold harmless the Firm, its affiliates and their respective directors, officers, agents and employees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including, without limitation, any and all court costs and reasonable attorneys’ attorneys fees, in any way related to or arising out of or in connection with (a) honoring or following any entitlement order or other instruction the Firm receives from Creditor, or (b) not honoring or following any entitlement order or other instruction the Firm receives from Client after the Firm’s Firms receipt of a Notice of Exclusive Control, except, in each case, to the extent caused by the Firm’s Firms material breach of its obligations hereunder. This Agreement does not create any obligation or duty of the Firm other than those expressly set forth herein and the Firm shall bear no liability or responsibility for failure to take any action not expressly required hereunder or for taking any action that is expressly permitted hereunder. Under no circumstances shall the Firm or any of its affiliates or their respective directors, officers, agents or employees, be liable or responsible (x) for any consequential, indirect, incidental, special, exemplary or punitive damages, or lost profits, arising from this Agreement; or (y) to Creditor or any third-party with respect to increases or decreases in the value of the Account or the assets held therein.

Indemnification of the Firm. Client hereby agrees to indemnify and hold harmless the Firm, its affiliates and their respective directors, officers, agents and employees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including without limitation, any and all court costs and reasonable attorneys’ ' fees, in any way related to or arising out of or in connection with this Agreement or any action taken or not taken pursuant hereto, except to the extent caused by the Firm’s 's material breach of its obligations hereunder. Creditor, in its capacity as collateral agent for certain third-party lenders, hereby agrees to indemnify and hold harmless the Firm, its affiliates and their respective directors, officers, agents and employees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including, without limitation, any and all court costs and reasonable attorneys’ ' fees, in any way related to or arising out of or in connection with (a) honoring or following any entitlement order or other instruction the Firm receives from Creditor, or (b) not honoring or following any entitlement order or other instruction the Firm receives from Client after the Firm’s 's receipt of a Notice of Exclusive Control, except, in each case, to the extent caused by the Firm’s 's material breach of its obligations hereunder. This Agreement does not create any obligation or duty of the Firm other than those expressly set forth herein and the Firm shall bear no liability or responsibility for failure to take any action not expressly required hereunder or for taking any action that is expressly permitted hereunder. Under no circumstances shall the Firm or any of its affiliates or their respective directors, officers, agents or employees, be liable or responsible (x) for any consequential, indirect, incidental, special, exemplary or punitive damages, or lost profits, arising from this Agreement; or (y) to Creditor or any third-party with respect to increases or decreases in the value of the Account or the assets held therein.