Common use of Indemnity and Liability Clause in Contracts

Indemnity and Liability. (a) The Company hereby indemnifies, defends and agrees to exonerate and hold the Advisor and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims and liabilities and expenses in connection therewith, including without limitation reasonable attorneys’ fees and charges (collectively, the “Indemnified Liabilities”), incurred by the Indemnitees or any of them as a result of, arising out of, or in any way relating to (A) this Agreement, the Acquisition or any related transactions or (B) operations of, or services provided by the Advisor to the Company Group or its affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any member of the Company Group, or any of its accountants or other representatives, agents or affiliates) except for any such Indemnified Liabilities arising on account of such Indemnitee’s gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none of the Indemnitees shall be liable to the Company or any of its affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. (a) The In consideration of the execution and delivery of this Agreement by Bain and the provision of the Equity Investments by the Bain Funds, the Company hereby indemnifies, defends and agrees to indemnify, exonerate and hold the Advisor each of Bain, Xxxx Capital, Inc. and each Bain Fund, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “"Indemnitees”") free and harmless from and against any and all actions, causes of action, suits, claims losses, liabilities and liabilities damages, and expenses in connection therewith, including without limitation reasonable attorneys’ ' fees and charges disbursements (collectively, the “Indemnified "Liabilities”"), incurred by the Indemnitees or any of them as a result of, or arising out of, or in any way relating to (A) this Agreementthe Recapitalization, the Acquisition execution, delivery, performance, enforcement or any related existence of this Agreement or the transactions or (B) operations of, or services provided by the Advisor to the Company Group or its affiliates from time to time contemplated hereby (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any member of the Company GroupSeller, or any of its accountants or other representatives, agents or affiliates) (collectively, the "Indemnified Liabilities") except for any such Indemnified Liabilities arising on account of such Indemnitee’s gross negligence or 's willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none of the Indemnitees shall be liable to the Company or any of its affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. (a) The In consideration of the execution and delivery of this Agreement by the Advisor, the Company hereby indemnifies, defends and agrees to indemnify, exonerate and hold the Advisor Advisor, and each of its respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “Indemnitees”"INDEMNITEES") free and harmless from and against any and all actions, causes of action, suits, claims losses, liabilities and liabilities damages, and expenses in connection therewith, including without limitation reasonable attorneys’ ' fees and charges disbursements (collectively, the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"), incurred by the Indemnitees or any of them as a result of, or arising out of, or in any way relating to (A) this Agreement or any services performed under this Agreement, the Acquisition or any related transactions or (B) operations of, or services provided by the Advisor to the Company Group or its affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any member of the Company Group, or any of its accountants or other representatives, agents or affiliates) except for any such Indemnified Liabilities arising on account of such Indemnitee’s gross negligence or 's willful misconduct, misconduct and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none None of the Indemnitees shall be liable to the Company or any of its affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or and/or willful misconduct.

Indemnity and Liability. (a) The Company hereby indemnifiesshall indemnify, defends and agrees to defend, exonerate and hold the Advisor CDM and each of its partners, shareholders, members, affiliatesControlled Affiliates, directors, officers, fiduciaries, employees employees, attorneys and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees employees, attorneys and agents of each of the foregoing (collectively, the “"Indemnitees”") free and harmless from and against any and all actions, causes of action, suits, claims losses, liabilities and liabilities damages, and expenses in connection therewith, including including, without limitation limitation, reasonable attorneys’ ' fees and charges disbursements (collectively, the “"Indemnified Liabilities”"), incurred by the Indemnitees or any of them as a result of, or arising out of, or in any way relating to the execution, delivery, performance, enforcement or existence of this Agreement (A) this Agreementincluding, the Acquisition or any related transactions or (B) operations ofwithout limitation, or services provided by the Advisor to the Company Group or its affiliates from time to time (including but not limited to any indemnification obligations obligation assumed or incurred by any Indemnitee to or on behalf of any member of the Company GroupCDM, or any of its accountants or other representatives, agents or affiliatesControlled Affiliates) except for any such Indemnified Liabilities Liability arising on account of such Indemnitee’s 's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none None of the Indemnitees shall be liable to the Company or any of its affiliates Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. (a) The Company hereby indemnifies, defends and agrees to indemnify, exonerate and hold the Advisor each of THL, JPMP, and each of its their respective partners, shareholders, members, affiliatesControlled Affiliates, directors, officers, fiduciaries, employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “"Indemnitees”") free and harmless from and against any and all actions, causes of action, suits, claims losses, liabilities and liabilities damages, and expenses in connection therewith, including without limitation reasonable attorneys’ ' fees and charges disbursements (collectively, the “"Indemnified Liabilities”"), incurred by the Indemnitees or any of them as a result of, or arising out of, or in any way relating to (A) the execution, delivery, performance, enforcement or existence of this Agreement, the Acquisition or any related transactions or (B) operations of, or services provided by the Advisor to the Company Group or its affiliates from time to time Agreement (including but not limited to any indemnification obligations obligation assumed or incurred by any Indemnitee to or on behalf of any member of the Company GroupSponsor, or any of its accountants or other representatives, agents or affiliatesControlled Affiliates) except for any such Indemnified Liabilities arising on account of such Indemnitee’s 's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none None of the Indemnitees shall be liable to the Company or any of its affiliates Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful gross negligence or misconduct.

Indemnity and Liability. (a) The In consideration of the execution and delivery of this Agreement by THL, the Company hereby indemnifies, defends and agrees to indemnify, exonerate and hold the Advisor each of THL, and its affiliates, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “"Indemnitees”") free and harmless from and against any and all actions, causes of action, suits, claims losses, liabilities and liabilities damages, and expenses in connection therewith, including without limitation reasonable attorneys’ ' fees and charges disbursements (collectively, the “"Indemnified Liabilities”"), incurred by the Indemnitees or any of them as a result of, or arising out of, or in any way relating to (A) this the Recapitalization, the Merger, the execution, delivery, performance, enforcement or existence of the Prior Agreement, this Agreement or the Acquisition transactions contemplated hereby or any related transactions or (B) operations ofthereby, or services provided by the Advisor to the Company Group or its affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any member of the Company Group, or any of its accountants or other representatives, agents or affiliates) except for any such Indemnified Liabilities arising on account of such Indemnitee’s 's gross negligence or willful misconduct, and if and to the extent 4 that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none None of the Indemnitees shall be liable to the Company or any of its affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful gross negligence or misconduct.

Indemnity and Liability. (a) The Company hereby indemnifiesshall indemnify, defends and agrees to defend exonerate and hold the Advisor each of JPMP, JWC, and each of its their respective partners, shareholders, members, affiliatesControlled Affiliates, directors, officers, fiduciaries, employees employees, attorneys and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees employees, attorneys and agents of each of the foregoing (collectively, the “"Indemnitees”") free and harmless from and against any and all actions, causes of action, suits, claims losses, liabilities and liabilities damages, and expenses in connection therewith, including including, without limitation limitation, reasonable attorneys’ ' fees and charges disbursements (collectively, the “"Indemnified Liabilities”"), incurred by the Indemnitees or any of them as a result of, or arising out of, or in any way relating to the execution, delivery, performance, enforcement or existence of this Agreement (A) this Agreementincluding, the Acquisition or any related transactions or (B) operations ofwithout limitation, or services provided by the Advisor to the Company Group or its affiliates from time to time (including but not limited to any indemnification obligations obligation assumed or incurred by any Indemnitee to or on behalf of any member of the Company GroupSponsor, or any of its accountants or other representatives, agents or affiliatesControlled Affiliates) except for any such Indemnified Liabilities Liability arising on account of such Indemnitee’s 's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none None of the Indemnitees shall be liable to the Company or any of its affiliates Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. (a) The Company hereby indemnifiesshall indemnify, defends and agrees to defend, exonerate and hold the Advisor each of JPMP, JWC, and each of its their respective partners, shareholders, members, affiliatesControlled Affiliates, directors, officers, fiduciaries, employees employees, attorneys and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees employees, attorneys and agents of each of the foregoing (collectively, the “"Indemnitees”") free and harmless from and against any and all actions, causes of action, suits, claims losses, liabilities and liabilities damages, and expenses in connection therewith, including including, without limitation limitation, reasonable attorneys’ ' fees and charges disbursements (collectively, the “"Indemnified Liabilities”"), incurred by the Indemnitees or any of them as a result of, or arising out of, or in any way relating to the execution, delivery, performance, enforcement or existence of this Agreement (A) this Agreementincluding, the Acquisition or any related transactions or (B) operations ofwithout limitation, or services provided by the Advisor to the Company Group or its affiliates from time to time (including but not limited to any indemnification obligations obligation assumed or incurred by any Indemnitee to or on behalf of any member of the Company GroupSponsor, or any of its accountants or other representatives, agents or affiliatesControlled Affiliates) except for any such Indemnified Liabilities Liability arising on account of such Indemnitee’s 's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none None of the Indemnitees shall be liable to the Company or any of its affiliates Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. (a) The In consideration of the execution and delivery of this Agreement by the Consultant, the Company hereby indemnifies, defends and agrees to indemnify, exonerate and hold the Advisor Consultant, and each of its respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “Indemnitees”"INDEMNITEES") free and harmless from and against any and all actions, causes of action, suits, claims losses, liabilities and liabilities damages, and expenses in connection therewith, including without limitation reasonable attorneys’ ' fees and charges disbursements (collectively, the “Indemnified Liabilities”"INDEMNIFIED LIABILITIES"), incurred by the Indemnitees or any of them as a result of, or arising out of, or in any way relating to (A) this Agreement or any services performed under this Agreement, the Acquisition or any related transactions or (B) operations of, or services provided by the Advisor to the Company Group or its affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any member of the Company Group, or any of its accountants or other representatives, agents or affiliates) except for any such Indemnified Liabilities arising on account of such Indemnitee’s gross negligence or 's willful misconduct, misconduct and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none None of the Indemnitees shall be liable to the Company or any of its affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or and/or willful misconduct.

Indemnity and Liability. (a) The In consideration of the execution and delivery of this Agreement by BCM, the Company hereby indemnifies, defends and agrees to indemnify, exonerate and hold the Advisor and each of BCM, and its partners, members, shareholders, membersaffiliates, affiliatespersons for which they are acting as nominees, trustees, directors, officers, fiduciaries, employees and agents and each of the partners, members, shareholders, membersaffiliates, affiliatestrustees, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “IndemniteesIndemnities”) free and harmless from and against any and all actions, causes of action, suits, claims losses, liabilities and liabilities damages, and expenses in connection therewith, including without limitation reasonable attorneys’ fees and charges disbursements (collectively, the “Indemnified Liabilities”), incurred by the Indemnitees Indemnities or any of them as a result of, or arising out of, or in any way relating to (A) the execution, delivery, performance, enforcement or existence of this Agreement, the Acquisition or any related transactions or (B) operations of, or services provided by the Advisor to the Company Group or its affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any member of the Company Group, or any of its accountants or other representatives, agents or affiliates) Agreement except for any such Indemnified Liabilities arising on account of such Indemnitee’s gross negligence or any of the Indemnities’ willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none None of the Indemnitees Indemnities shall be liable to the Company or any of its affiliates for any act or omission suffered or taken by such Indemnitee Indemnity that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. (a) The In consideration of the ----------------------- execution and delivery of this Agreement by Saratoga, the Company hereby indemnifies, defends and agrees to indemnify, exonerate and hold the Advisor each of Saratoga and its affiliates, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “"Indemnitees”") free and harmless from and against any and all actions, causes of action, suits, claims losses, liabilities and liabilities damages, and expenses in connection therewith, including without limitation reasonable attorneys’ ' fees and charges disbursements (collectively, the “"Indemnified Liabilities”"), incurred by the Indemnitees or any of them as a result of, or arising out of, or in any way relating to (A) this Agreementthe Recapitalization, the Acquisition execution, delivery, performance, enforcement or any related existence of this Agreement or the transactions contemplated hereby or (B) operations of, or services provided by the Advisor to the Company Group or its affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any member of the Company Group, or any of its accountants or other representatives, agents or affiliates) thereby except for any such Indemnified Liabilities arising solely on account of such Indemnitee’s In demnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none None of the Indemnitees shall be liable to the Company or any of its affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. (a) The Holdings and the Company hereby indemnifiesagree to indemnify, defends and agrees to exonerate and hold each of Fenway, and the Advisor Fenway Funds, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “"Indemnitees”") free and harmless from and against any and all actions, causes of action, suits, claims losses, liabilities and liabilities damages, and expenses in connection therewith, including without limitation reasonable attorneys’ ' fees and charges disbursements (collectively, the “"Indemnified Liabilities”"), incurred by the Indemnitees or any of them as a result of, or arising out of, or in any way relating to (A) this Agreementthe Acquisition, the Acquisition execution, delivery, performance, enforcement or any related existence of this Agreement or the transactions or (B) operations of, or services provided by the Advisor to the Company Group or its affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any member of the Company Group, or any of its accountants or other representatives, agents or affiliates) contemplated hereby except for any such Indemnified Liabilities arising on account of such Indemnitee’s 's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, Holdings and the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none None of the Indemnitees shall be liable to Holdings and the Company or any of its affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. (a) The In consideration of the execution, delivery and performance of this Agreement, the Company hereby indemnifies, defends and agrees to indemnify, exonerate and hold the Advisor each of HMP and each of its respective partners, members, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents and each of the partners, members, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims losses (other than diminution in value), liabilities and liabilities damages, and expenses in connection therewith, including without limitation reasonable attorneys’ fees and charges disbursements (collectively, the “Indemnified Liabilities”), incurred by the Indemnitees or any of them as a result of, or arising out of, or in any way relating to (A) this Agreementthe Transaction, the Acquisition execution, delivery, performance, enforcement or any related existence of this Agreement or the transactions or (B) operations of, or services provided by the Advisor to the Company Group or its affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any member of the Company Group, or any of its accountants or other representatives, agents or affiliates) contemplated hereby except for any such Indemnified Liabilities arising on account of such Indemnitee’s willful misconduct or gross negligence or willful misconductnegligence, and if and to the extent that the foregoing undertaking may be prohibited by applicable law or otherwise unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none None of the Indemnitees shall be liable to the Company or any of its affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute willful misconduct or gross negligence or willful misconductnegligence.

Indemnity and Liability. (a) The In consideration of the execution and delivery of this Agreement by BCM, the Company hereby indemnifies, defends and agrees to indemnify, exonerate and hold the Advisor and each of BCM, and its partners, members, shareholders, membersaffiliates, affiliatespersons for which they are acting as nominees, trustees, directors, officers, fiduciaries, employees and agents and each of the partners, members, shareholders, membersaffiliates, affiliatestrustees, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “Indemnitees”"Indemnities") free and harmless from and against any and all actions, causes of action, suits, claims losses, liabilities and liabilities damages, and expenses in connection therewith, including without limitation reasonable attorneys’ ' fees and charges disbursements (collectively, the “"Indemnified Liabilities”"), incurred by the Indemnitees Indemnities or any of them as a result of, or arising out of, or in any way relating to (A) the execution, delivery, performance, enforcement or existence of this Agreement, the Acquisition or any related transactions or (B) operations of, or services provided by the Advisor to the Company Group or its affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any member of the Company Group, or any of its accountants or other representatives, agents or affiliates) Agreement except for any such Indemnified Liabilities arising on account of such Indemnitee’s gross negligence or any Indemnity's willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none None of the Indemnitees Indemnities shall be liable to the Company or any of its affiliates for any act or omission suffered or taken by such Indemnitee Indemnity that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. (a) The In consideration of the execution and delivery of this Agreement by CSFB, the Company hereby indemnifies, defends and agrees to indemnify, exonerate and hold the Advisor each of CSFB, and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents agents, advisors and attorneys of each of the foregoing (collectively, the “Indemnitees”"INDEMNITEES") free and harmless from and against any and all actions, causes of action, suits, claims liabilities and liabilities damages, and expenses in connection therewith, including without limitation reasonable attorneys’ ' fees and charges disbursements (collectively, the “Indemnified Liabilities”"LIABILITIES"), incurred by the Indemnitees or any of them as a result of, or arising out of, or in any way relating to (A) this Agreementthe ICON Restructuring, the Acquisition execution, delivery, performance, enforcement or any related existence of this Agreement or the transactions or (B) operations of, or services provided by the Advisor to the Company Group or its affiliates from time to time contemplated hereby (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any member of Indemnitee) (collectively, the Company Group"INDEMNIFIED LIABILITIES"), or any of its accountants or other representatives, agents or affiliates) except for any such Indemnified Liabilities arising on account of such Indemnitee’s gross negligence or 's willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none of the Indemnitees shall be liable to the Company or any of its affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. (a) The In consideration of the execution and delivery of this Agreement by THL, the Company hereby indemnifies, defends and agrees to indemnify, exonerate and hold the Advisor each of THL, and its affiliates, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “"Indemnitees”") free and harmless from fro m and against any and all actions, causes of action, suits, claims losses, liabilities and liabilities damages, and expenses in connection therewith, including without limitation reasonable attorneys’ ' fees and charges disbursements (collectively, the “"Indemnified Liabilities”"), incurred by the Indemnitees or any of them as a result of, or arising out of, or in any way relating to (A) this Agreementthe Recapitalization, the Acquisition execution, delivery, performance, enforcement or any related existence of this Agreement or the transactions contemplated hereby or (B) operations of, or services provided by the Advisor to the Company Group or its affiliates from time to time thereby (including but not limited to any indemnification obligations obligation assumed or incurred by any Indemnitee to or on behalf of any member of the Company GroupTRW, or any of its accountants or other representatives, agents or affiliates) except for any such Indemnified Liabilities arising on account of such Indemnitee’s 's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none None of the Indemnitees shall be liable to the Company or any of its affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful gross negligence or misconduct.

Indemnity and Liability. (a) The In consideration of the execution and delivery of this Agreement by the Advisor, the Company hereby indemnifies, defends and agrees to indemnify, exonerate and hold each of the Advisor Entities, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees employees, other affiliates and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees employees, other affiliates and agents of each of the foregoing (collectively, the “"Indemnitees”") free and harmless from and against any and all actions, causes of action, suits, claims losses, liabilities and liabilities damages, and expenses in connection therewith, including without limitation reasonable attorneys’ ' fees and charges disbursements (collectively, the “"Indemnified Liabilities”"), incurred by the Indemnitees or any of them as a result of, or arising out of, or in any way relating to (A) this Agreement, the Acquisition Merger or any related transactions or (B) operations ofagreement executed in connection with the Merger, or services provided by the Advisor to the Company Group or its affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any member of the Company Group, or any of its accountants or other representatives, agents or affiliates) except for any such Indemnified Liabilities arising on account of such Indemnitee’s gross negligence or 's willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Save as set out in any express agreement entered into after the date of this Agreement, none None of the Indemnitees shall be liable to the Company or any of its affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.