Common use of Indemnification/Reimbursement of Expenses Clause in Contracts

Indemnification/Reimbursement of Expenses. The Company shall (i) indemnify the Service Provider, its Representatives and their respective affiliates, partners, members, directors, officers, employees, agents and controlling persons (each an “Indemnified Party” and collectively, the “Indemnified Parties”), to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, caused by, related to or arising out of the Services or any other advice or services contemplated by this Agreement or the engagement of the Service Provider pursuant to, and the performance by any Indemnified Parties of the Services or any other advice or services contemplated by, this Agreement, except to the extent arising from the gross negligence of such Indemnified Party and (ii) promptly reimburse each Indemnified Party for all costs and expenses (including reasonable and documented attorneys’ fees and expenses), as incurred, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Company or any of its subsidiaries and whether or not resulting in any liability. An Indemnified Party shall notify the Company in writing within twenty (20) days of becoming aware of any losses, claims, damages or liabilities with respect to which indemnification is sought under this Section 8; provided, that failure to provide such notification shall not excuse the Company’s obligations under this Section 8, except to the extent the Company proves that it is actually and materially prejudiced thereby. No Indemnified Party shall effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened claims for which indemnification or contribution is sought from the Company under this Section 8 without the written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification/Reimbursement of Expenses. (a) The Company shall agrees to defend, indemnify, save, and hold the Secured Party (iand its agents) indemnify the Service Provider, its Representatives and their respective affiliates, partners, members, directors, officers, employees, agents and controlling persons (each an “Indemnified Party” Person”) harmless against: (a) all obligations, demands, claims, and liabilities claimed or asserted by any other person, and (b) all losses (including reasonable attorneys’ fees and disbursements) in any way suffered, incurred, or paid by the Secured Party as a result of or in any way arising out of, following, or consequential to transactions with the Company, whether under this Agreement, the Note, the other Loan Documents or otherwise (all of the foregoing, collectively, the “Indemnified PartiesLiabilities”). Notwithstanding the foregoing, the Company shall not have any obligation under this Section 7.3 with respect to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, caused by, related Liability that a court of competent jurisdiction finally determines to or arising out of the Services or any other advice or services contemplated by this Agreement or the engagement of the Service Provider pursuant to, and the performance by any Indemnified Parties of the Services or any other advice or services contemplated by, this Agreement, except to the extent arising have resulted from the gross negligence or willful misconduct of such Indemnified Party and Person. This provision shall survive the termination of this Agreement. (iib) promptly reimburse each Indemnified Party for all costs and All expenses (including reasonable and documented attorneys’ fees and expenses), as incurred, incurred in connection with the investigation of, preparation for or defense performance of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of the Company agreements set forth herein shall be borne by Company. All fees, costs and expenses, of whatever kind or any of its subsidiaries nature, including reasonable attorneys' fees and whether legal expenses, incurred by Secured Party in connection with the filing or not resulting in any liability. An Indemnified Party shall notify the Company in writing within twenty (20) days of becoming aware recording of any lossesdocuments (including all taxes in connection therewith) in public offices, claimsthe payment or discharge of any taxes, damages reasonable counsel fees, maintenance fees, encumbrances or liabilities with respect otherwise in protecting, maintaining or preserving the Collateral or in defending or prosecuting any actions or proceedings arising out of or related to which indemnification is sought under this Section 8; providedthe Collateral (including, that failure to provide such notification shall not excuse without limitation, based on the Company’s obligations under this Section 8, except failure to perform or comply with any provision contained herein) shall be borne by the Company and shall constitute Secured Obligations. All of such fees and expenses shall be payable upon demand for the same and until paid in full in cash shall be added to the extent the Company proves that it is actually and materially prejudiced thereby. No Indemnified Party shall effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened claims for which indemnification or contribution is sought from the Company under this Section 8 without the written consent principal amount of the Company, which Secured Obligations and shall not be unreasonably withheld, conditioned or delayedbear interest (calculated on the basis of a 365-day year for the actual days elapsed) from and after the date incurred at the highest rate applicable to any of the Secured Obligations as set forth in the Note.

Indemnification/Reimbursement of Expenses. The Company shall (i) agrees to indemnify and hold harmless the Service ProviderEquity Purchaser, its Representatives the Trust Preferred Purchaser, their respective directors and officers and their respective affiliatesAffiliates (including Kohlberg Kravis Xxxxxxx & Co., partners, members, L.P. ("KKR")) (and the directors, officers, employeespartners, agents Affiliates and controlling persons thereof) (each an “Indemnified Party” and collectivelyeach, the “Indemnified Parties”), to the fullest extent permitted by law, a "PURCHASER INDEMNITEE") from and against any and all lossesliability, including obligations, costs, fines, penalties, claims, damages actions, injuries, demands, suits, judgments, proceedings, investigations, arbitrations (including stockholder claims, actions, injuries, demands, suits, judgments, proceedings, investigations or arbitrations) and liabilitiesexpenses, joint including accountant's and attorney's fees and expenses (collectively, the "DAMAGES"), incurred by any Purchaser Indemnitee before or severalafter the date of this Agreement and arising out of, resulting from, or relating to (i) any Purchaser Indemnitee's purchase and/or ownership of the Voting Preferred Shares, the Warrants, the Warrant Shares and/or Trust Preferred Securities, (ii) the transactions contemplated by the Transaction Agreements, or (iii) any litigation to which any Indemnified Party may become subjectPurchaser Indemnitee is made a party in its capacity as a stockholder or owner of securities (or a partner, caused bydirector, related to officer, Affiliate or arising out controlling person of the Services or any other advice or services contemplated by this Agreement Equity Purchaser or the engagement Trust Preferred Purchaser, as appropriate) of the Service Provider pursuant to, and Company; provided that (A) the performance by any Indemnified Parties of the Services or any other advice or services contemplated by, foregoing indemnification rights in this Agreement, except Section 8.1 shall not be available to the extent arising from that any such Damages are incurred as a result of the Purchaser Indemnitee's willful misconduct or gross negligence, (B) the indemnification rights set forth in this Section 8.1 shall not be available to the extent that any such Damages are incurred as a result of non-compliance by the Purchaser Indemnitee with all laws and regulations applicable to it and (C) the indemnification rights set forth in this Section 8.1 shall not be available to the extent any such Damages are incurred as a result of non-compliance by the Purchaser with its obligations under Transaction Documents. For purposes of this Section 8.1, each of the Purchasers and its representatives shall be deemed to have complied with all laws and regulations applicable to them and their obligations under the Transaction Documents and each Purchaser Indemnitee shall be deemed not to have engaged in willful misconduct or gross negligence absent a final non-appealable judgment of a court of competent jurisdiction to the contrary or to such Indemnified Party and (ii) promptly effect, respectively. The Company also agrees to reimburse each Indemnified Party Purchaser Indemnitee for all costs and any expenses (including reasonable and documented attorneys’ fees and expenses), as incurred, incurred by such Purchaser Indemnitee in connection with the investigation ofmaintenance of its books and records, preparation for of tax returns and delivery of tax information to its member or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of shareholders in connection with the Equity Purchaser's investment in the Company or any of its subsidiaries and whether or not resulting the Trust Preferred Purchaser's investment in any liability. An Indemnified Party shall notify the Company in writing within twenty (20) days of becoming aware of any losses, claims, damages or liabilities with respect to which indemnification is sought under this Section 8; provided, that failure to provide such notification shall not excuse the Company’s obligations under this Section 8, except to the extent the Company proves that it is actually and materially prejudiced thereby. No Indemnified Party shall effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened claims for which indemnification or contribution is sought from the Company under this Section 8 without the written consent of the Company, which shall not be unreasonably withheld, conditioned or delayedTrust.

Indemnification/Reimbursement of Expenses. The Company shall (i) indemnify agrees to indemnity and hold harmless the Service ProviderEquity Purchaser, its Representatives the Trust Preferred Purchaser, their respective directors and officers and their respective affiliatesAffiliates (including Kohlberg Kravis Xxxxxxx & Co., partners, members, L.P. (“KKR”)) (and the directors, officers, employeespartners, agents Affiliates and controlling persons thereof) (each an each, a “Indemnified Party” and collectively, the “Indemnified PartiesPurchaser Indemnitee”), to the fullest extent permitted by law, ) from and against any and all lossesliability, including obligations, costs, fines, penalties, claims, damages actions, injuries; demands, suits, judgments, proceedings, investigations, arbitrations (including stockholder claims, actions, injuries, demands, suits, judgments, proceedings, investigations or arbitrations) and liabilitiesexpenses, joint including accountant’s and attorney’s fees and expenses (collectively, the “Damages”), incurred by any Purchaser Indemnitee before or severalafter the date of this Agreement and arising out of, resulting from, or relating to (i) any Purchaser Indemnitee’s purchase and/or ownership of the Voting Preferred Shares, the Warrants, the Warrant Shares and/or Trust Preferred Securities, (ii) the transactions contemplated by the Transaction Agreements, or (iii) any litigation to which any Indemnified Party may become subjectPurchaser Indemnitee is made a party in its capacity as a stockholder or owner of securities (or a partner, caused bydirector, related to officer, Affiliate or arising out controlling person of the Services or any other advice or services contemplated by this Agreement Equity Purchaser or the engagement Trust Preferred Purchaser, as appropriate) of the Service Provider pursuant to, and Company; provided that (A) the performance by any Indemnified Parties of the Services or any other advice or services contemplated by, foregoing indemnification rights in this Agreement, except Section 8.1 shall not be available to the extent arising from that any such Damages are incurred as a result. of the Purchaser Indemnitee’s willful misconduct or gross negligence, (B) the indemnification rights set forth in this Section 8.1 shall not be available to the extent that any such Damages are included as a result of non-compliance by the Purchaser Indemnitee with all laws and regulations applicable to it and (C) the indemnification rights set forth in this Section 8.1 shall not be available to the extent any such Damages are incurred as a result of non-compliance by the Purchaser with its obligations under Transaction Documents. For purposes of this Section 8.1, each of the Purchasers and its representatives shall be deemed to have complied with all laws and regulations applicable to them and their obligations under the Transaction Documents and each Purchaser Indemnitee shall be deemed not to have engaged in willful misconduct or gross negligence absent a final non-appealable judgment of a court of competent jurisdiction to the contrary or to such Indemnified Party and (ii) promptly effect, respectively. The Company also agrees to reimburse each Indemnified Party Purchaser Indemnitee for all costs and any expenses (including reasonable and documented attorneys’ fees and expenses), as incurred, incurred by such Purchaser Indemnitee in connection with the investigation ofmaintenance of its books and records, preparation for of tax returns and delivery of tax information to its member or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of shareholders in connection with the Equity Purchaser’s investment in the Company or any of its subsidiaries and whether or not resulting the Trust Preferred Purchaser’s investment in any liability. An Indemnified Party shall notify the Company in writing within twenty (20) days of becoming aware of any losses, claims, damages or liabilities with respect to which indemnification is sought under this Section 8; provided, that failure to provide such notification shall not excuse the Company’s obligations under this Section 8, except to the extent the Company proves that it is actually and materially prejudiced thereby. No Indemnified Party shall effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened claims for which indemnification or contribution is sought from the Company under this Section 8 without the written consent of the Company, which shall not be unreasonably withheld, conditioned or delayedTrust.

Indemnification/Reimbursement of Expenses. The Company shall (i) indemnify the Service Provider, its Representatives and their respective affiliates, partners, members, directors, officers, employees, agents and controlling persons (each an “Indemnified Party” and collectively, the “Indemnified Parties”), to To the fullest extent permitted by lawapplicable Law, in consideration of the agreement of the Stockholders to enter into this Agreement, the Company shall indemnify, defend and hold harmless each of the Stockholders, and each of their respective heirs, executors, personal representatives, administrators and permitted assigns, from and against any and all losses, liabilities, expenses (including reasonable attorneys' fees), claims, fines and damages and liabilities(collectively, joint "Damages") asserted against, resulting to, imposed upon or severalsuffered by any Stockholder, to which or any Indemnified Party may become subjectone of them, caused by, related to or arising out of or related to the Services or any other advice or services contemplated by matters set forth in this Agreement or the engagement of the Service Provider pursuant to, and the performance by any Indemnified Parties of the Services or any other advice or services contemplated by, this Agreement, (except to the extent arising resulting from any breach of this Agreement by such Stockholder or the gross negligence enforcement of this Agreement by Parent or the Company). The Company shall reimburse all out-of-pocket expenses actually and reasonably incurred by each such Indemnified Party and (ii) promptly reimburse each Indemnified Party for all costs and expenses (including reasonable and documented attorneys’ fees and expenses), as incurred, Stockholder in connection with the investigation ofexecution, preparation for delivery and performance of this Agreement by such Stockholder, including the reasonable fees and expenses of legal counsel and other advisors actually incurred by such Stockholder. Any such expenses or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought Damages shall be reimbursed by or on behalf of the Company within five (5) Business Days after receipt from such Stockholder of a request for reimbursement or indemnification accompanied by reasonable documentation evidencing the expenses sought to be reimbursed or amounts sought to be indemnified. Each Stockholder hereby undertakes that, if, when and to the extent that a final judicial determination is made (as to which all rights of appeal therefrom have been exhausted or lapsed) that such Stockholder is not entitled under applicable Law to be indemnified by the Company pursuant to this Section 10, such Stockholder shall reimburse the Company for any of its subsidiaries and whether or not resulting in any liability. An Indemnified Party shall notify amounts theretofore paid by the Company in writing within twenty (20) days respect of becoming aware of indemnification pursuant to this Section 10 as to which such Stockholder has been determined not to have been entitled. The Stockholders' obligations pursuant to the immediately preceding sentence shall be unsecured and interest-free. To the extent that any losses, claims, damages or liabilities Stockholder is covered by insurance with respect to which indemnification is sought under Damages that are paid by the Company pursuant to this Section 8; provided10, that failure each such Stockholder covenants and agrees to provide use his or her commercially reasonable efforts to collect the proceeds, if any, available to such notification shall not excuse Stockholder under any such insurance policy and to pay over such proceeds (net of the Company’s obligations under cost of collection) to the Company as reimbursement for amounts paid as indemnification by the Company pursuant to this Section 8, except to the extent the Company proves that it is actually and materially prejudiced thereby. No Indemnified Party shall effect the settlement or compromise of, or consent to the entry of any judgment 10 with respect to, any pending or threatened claims for which indemnification or contribution is sought from the Company under this Section 8 without the written consent of the Company, which shall not be unreasonably withheld, conditioned or delayedto such Damages.

Indemnification/Reimbursement of Expenses. (a) The Company Indemnitors, severally, in proportion to their relative ownership of the Company's Common Stock at the time of this Agreement, as set forth in SCHEDULE A hereto, shall (i) indemnify defend, indemnify, and hold the Service ProviderCompany, its Representatives and their respective affiliateseach Underwriter, partners, membersthe officers, directors, officersagents, employees, agents and controlling persons (each an “Indemnified Party” and collectively, the “Indemnified Parties”), to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, caused by, related to or arising out affiliates of the Services or any other advice or services contemplated by this Agreement or the engagement of the Service Provider pursuant toCompany and each Underwriter, and the performance by any Indemnified Parties successors and assigns of the Services foregoing persons (all such persons being referred to herein individually as an "INDEMNITEE" and collectively as "INDEMNITEES") harmless against any claim, demand, action, cause of action, suit, loss, cost, damage, fine, expense, liability, judgment, settlement, proceeding or any other advice or services contemplated by, this Agreement, except to the extent arising from the gross negligence of such Indemnified Party and (ii) promptly reimburse each Indemnified Party for all costs and expenses (including reasonable and documented attorneys’ fees and expenses), as incurred, injury which in connection with the investigation any way arise out of, preparation for are connected with or defense of relate to any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or actions brought by or on behalf of Xxxx X. Block and Xxxx X. Block, or either of them, against an Indemnitee ("CLAIMS"), including but not limited to those asserted in the Complaints. Notwithstanding the foregoing, however, the Company shall pay all court costs, investigation costs and attorneys' fees of the Indemnitors in connection with the Claims until final resolution of the Claims pursuant to a definitive judgment rendered by a court of competent jurisdiction, a binding arbitral determination or any award, or a definitive agreement of its subsidiaries and whether settlement or not resulting in any liabilitycompromise (a "Final Determination"). An Indemnified Party shall notify the Company in writing within twenty Within sixty (2060) days of becoming aware a Final Determination, Indemnitors shall reimburse the Company for all of such costs and expenses. (b) If, upon motion by or on behalf of Xxxx X. Block and Xxxx X. Block, or either of them, a court of competent jurisdiction orders the Offering to be enjoined prior to its completion, and such order is not immediately vacated upon appeal, then within sixty (60) days of such order Indemnitors shall reimburse the Underwriters for all documented expenses, including without limitation legal fees and expenses of their counsel, travel and road show expenses, and other out-of-pocket expenses, reasonably incurred thereby in connection with the Offering. Notwithstanding the foregoing, however, if the Company undertakes the Offering within one (1) year of any lossessuch injunction, claimswith the Underwriters, damages or liabilities with respect to which indemnification is sought under this Section 8; provided, that failure to provide all of such notification documented expenses shall not excuse the Company’s obligations under this Section 8, except be repaid to the extent Indemnitors by the Company proves that it is actually and materially prejudiced thereby. No Indemnified Party shall effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened claims for which indemnification or contribution is sought from the Company under this Section 8 without the written consent representatives of the CompanyUnderwriters, with the exception of expenses associated with the road show, which shall not be unreasonably withheld, conditioned or delayedreimbursed only if the Company undertakes the Offering within ninety (90) days of such injunction.