Common use of Indemnification; Subrogation; Waiver of Offset Clause in Contracts

Indemnification; Subrogation; Waiver of Offset. (a) The Company shall indemnify the Secured Party from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement or the Collateral or any part thereof (including enforcement of this Agreement, but excluding any such claims, losses or liabilities resulting from the Secured Party's gross negligence or willful misconduct). (b) The Company waives any and all right to claim or recover against the Secured Party, and its directors, officers, employees, agents and representatives, for loss of or damage to the Company, the Collateral, the Company's property or the property of others under the Company's control from any cause to the extent insured against or required to be insured against by the provisions of the Financing Documents, except for such loss or damage to the extent due to gross negligence or willful misconduct of the Secured Party or its directors, officers, employees or representatives.