Common use of Indemnification of the Investor Clause in Contracts

Indemnification of the Investor. The Company shall indemnify and hold the Investor and its directors, officers, shareholders, employees and agents (each, an “Investor Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Investor Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement. If any action shall be brought against any Investor Party in respect of which indemnity may be sought pursuant to this Agreement, such Investor Party shall promptly notify the Company in writing of such action and the facts related thereto, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Investor Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Investor Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing (it being expressly understood by the parties that nothing in this Agreement shall be construed as granting such authorization), (ii) the Company has failed after a reasonable period of time following such Investor Party’s written request that it do so, to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a conflict on any material issue between the position of the Company and the position of such Investor Party. The Company shall not be liable to any Investor Party under this Agreement (x) for any settlement by an Investor Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (y) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to such Investor Party’s wrongful actions or omissions, or gross negligence or to such Investor Party’s breach of any of the representations, warranties, covenants or agreements made by the Investor in this Agreement.

Indemnification of the Investor. The Company shall will indemnify and hold the Investor Investor, its Affiliates and its and their respective directors, managers, officers, shareholders, members, partners, employees and agents (each, an “Investor Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation but excluding any punitive, special or exemplary damages, to the extent the same may be awarded under applicable law, that any such Investor Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants covenants, undertakings or agreements made by the Company in this AgreementAgreement or in the other Transaction Documents. If any action shall be brought against any Investor Party in respect of which indemnity may be sought pursuant to this Agreement, such Investor Party shall promptly notify the Company in writing of such action and the facts related theretowriting, and the Company shall have the right (to be effected within 15 days of receipt of a notice of a claim hereunder) to assume the defense thereof with counsel of its own choosingchoosing reasonably acceptable to the Investor; provided that prior to assuming such conduct and control, the Company shall acknowledge in writing that it would have an indemnity obligation for the Losses resulting from such claims as provided under this Section 5.8 and subject to the limitations hereof. Any Investor Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Investor Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing (it being expressly understood by the parties that nothing in this Agreement shall be construed as granting such authorization), (ii) the Company has failed after a reasonable period of time within 15 days following such Investor Party’s written request that it do sonotice of a claim, to assume such defense and to employ counsel or (iiiii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Investor Party, in each such case, the fees and expenses of such counsel shall be at the expense of the Company. The Company shall will not be liable to any Investor Party under this Agreement (x) for any settlement by an Investor Party effected without the Company’s prior written consentconsent (such consent not to be unreasonably withheld, delayed or conditioned; provided, however, that withholding consent to a settlement (1) that does not include as an unconditional term thereof the giving by the claimant or the plaintiff a complete release from all liability in respect of such claim or litigation; or (2) the effect of which is to permit any injunction, declaratory judgment, other order or other equitable relief to be entered, directly or indirectly, against the Company or if applicable, the other members of the Company Group and their respective directors, managers, officers, shareholders, members, partners, employees and agents shall not be unreasonably withheld or delayed; considered unreasonable) or (y) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to such Investor Party’s wrongful actions or omissions, or gross negligence or to such Investor Party’s material breach of any of the representations, warranties, covenants or agreements made by such Investor in this Agreement or in the other Transaction Documents. No claim shall be settled or compromised by the Company without the prior written consent of the Investor Party (such consent not to be unreasonably withheld, delayed or conditioned; provided, however, that withholding consent to a settlement (1) that does not include as an unconditional term thereof the giving by the claimant or the plaintiff a complete release from all liability in respect of such claim or litigation; or (2) the effect of which is to permit any injunction, declaratory judgment, other order or other equitable relief to be entered, directly or indirectly, against the Investor Party shall not be considered unreasonable). Save in the event of fraud (other than fraud that is exclusively based on negligence), the maximum aggregate amount which may be recovered from the Company Group with respect to claims for breaches of representations, warranties, covenants and agreements related to this Agreement and the other Transaction Documents, including under this Section 5.8, shall be an amount equal to the Purchase Price. All payments made to an Investor Party under this Section 5.8 shall be treated as adjustments to the Purchase Price for Tax purposes unless otherwise required by applicable Governmental Requirements. Except for equitable relief or claims for fraud (other than fraud that is exclusively based on negligence) or as otherwise provided in Section 7.2, following the Closing, the indemnification provisions contained in this Section 5.8 will constitute the sole and exclusive recourse and remedy of the Investor Parties for monetary damages with respect to any breach of any of the representations, warranties or covenants contained in this Agreement. The provisions of this Section 5.8 will not however restrict the right of the Investor to seek specific performance or other equitable remedies in connections with any breach of any of the covenants contained in this Agreement.

Indemnification of the Investor. The Company shall will indemnify and hold the Investor and its directors, managers, officers, shareholders, members, partners, employees and agents (each, an “Investor Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation but excluding any lost profits or consequential, indirect or punitive damages, to the extent the same may be awarded under applicable law, that any such Investor Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants covenants, undertakings or agreements made by the Company in this AgreementAgreement or in the other Transaction Documents. If any action shall be brought against any Investor Party in respect of which indemnity may be sought pursuant to this Agreement, such Investor Party shall promptly notify the Company in writing of such action and the facts related theretowriting, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Investor Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Investor Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing (it being expressly understood by the parties that nothing in this Agreement shall be construed as granting such authorization)writing, (ii) the Company has failed after a reasonable period of time following such Investor Party’s written request that it do so, to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Investor Party. The Company shall will not be liable to any Investor Party under this Agreement (xi) for any settlement by an Investor Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (yii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to such Investor Party’s wrongful actions or omissions, or gross negligence or to such Investor Party’s breach of any of the representations, warranties, covenants or agreements made by the such Investor in this AgreementAgreement or in the other Transaction Documents. No claim shall be settled or compromised by the Company without the prior written consent of the Investor Party. Save in the event of fraud, the maximum aggregate amount which may be recovered from the Company Party with respect to claims for breaches of representations, warranties, covenants and agreements related to this Agreement and the other Transaction Documents, including under this Section, shall be an amount equal to the Purchase Price.