Common use of Indemnity by the Company Clause in Contracts

Indemnity by the Company. Subject to the provisions of this Section 5.3, the Company will indemnify and hold the Investor and its directors, officers, shareholders, members, partners, investment advisers, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who Controls the Investor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (the “Investor Party”) harmless from any and all Losses, including, but not limited to, all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that the Investor Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any Action or claim instituted or made against the Investor Party in any capacity, by any shareholder of the Company who is not an Affiliate of the Investor Party or any other third party (including a derivative action brought on behalf of the Company) (a “Covered Action”), with respect to, or arising out of or resulting from, any of the transactions contemplated by the Transaction Documents. If any Covered Action shall be brought against the Investor Party in respect of which indemnity may be sought pursuant to this Agreement, the Investor Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Investor Party. The Investor Party shall have the right to employ separate counsel in any such Covered Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Investor Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such Covered Action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of the Investor Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to the Investor Party under this Agreement (y) for any settlement by the Investor Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed, or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to the Investor Party’s willful misconduct, gross negligence or breach of any of the representations, warranties, covenants or agreements made by the Investor Party in this Agreement or in the other Transaction Documents. The Company shall not, without the prior written consent of the Investor Party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Investor Party of a release from all liability in respect to such Covered Action, and such settlement shall not include any admission as to fault on the part of the Investor Party. The indemnification required by this Section 5.3 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Investor Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnity by the Company. Subject to the provisions of this Section 5.311.4, the Company will shall indemnify and hold any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the Investor and its directorsfact that such Person is or was a Member, officersOfficer, shareholdersdirector, memberscontrolling person, partnersemployee, investment adviserslegal representative or agent of the Company, employees and agents or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other titlean "Indemnified Person"), each Person who Controls the Investor (within the meaning of Section 15 of the Securities Act from and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (the “Investor Party”) harmless from against any and all Lossesclaims, includingactions, but not limited tosuits, all proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlementssettlement, interest, costs and expenses (including reasonable attorney's and accountant's fees, court costs and reasonable attorneys’ fees other out-of-pocket expenses actually and costs of investigation that reasonably incurred in investigating, preparing or defending the Investor Party may suffer or incur as a result of or relating to foregoing) (a) including any breach of any of the representations, warranties, covenants or agreements made such brought by the Company in this Agreement or in the other Transaction Documents or (b) any Action or claim instituted or made against the Investor Party in any capacity, by any shareholder of the Company who is not an Affiliate of the Investor Party or any other third party (including a derivative action brought on behalf right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (a “Covered Action”collectively, "Indemnifiable Losses"), with respect to, if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or arising out of or resulting from, any of the transactions contemplated by the Transaction Documents. If any Covered Action shall be brought against the Investor Party in respect of which indemnity may be sought pursuant to this Agreement, the Investor Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable not opposed to the Investor Party. The Investor Party shall have the right to employ separate counsel in any such Covered Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Investor Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such Covered Action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position best interests of the Company and the position not in violation of the Investor Partythis Agreement, in which case the Company and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person's conduct was unlawful; provided, that shall be responsible for the reasonable fees and expenses of have no more than one such separate counsel. The Company will not be liable obligation to the Investor Party under this Agreement (y) for any settlement by the Investor Party effected without the Company’s prior written consent, which shall not be unreasonably withheld indemnify or delayed, or (z) to the extent, but only defend hereunder to the extent that a losssuch action, claimsuit or proceeding arises from fraud, damage willful misconduct or liability is attributable to the Investor Party’s willful misconduct, gross negligence or breach of any of the representations, warranties, covenants or agreements made by the Investor Party in this Agreement or in the other Transaction Documents. The Company shall not, without the prior written consent of the Investor Party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Investor Party of a release from all liability in respect to such Covered Action, and such settlement shall not include any admission as to fault on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated by the Investor Party. The indemnification required by this Section 5.3 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Investor Party against the Company or others and any liabilities the Company may be subject to pursuant to lawManagement Board.

Indemnity by the Company. Subject to the provisions of this Section 5.310.4, the Company will shall indemnify and hold any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the Investor and its directorsfact that such Person is or was a Member, officersOfficer, shareholdersdirector, memberscontrolling person, partnersemployee, investment adviserslegal representative or agent of the Company, employees and agents or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title“Indemnified Person”), each Person who Controls the Investor (within the meaning of Section 15 of the Securities Act from and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (the “Investor Party”) harmless from against any and all Lossesclaims, includingactions, but not limited tosuits, all proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlementssettlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and reasonable attorneys’ fees other out-of-pocket expenses actually and costs of investigation that reasonably incurred in investigating, preparing or defending the Investor Party may suffer or incur as a result of or relating to foregoing) (a) including any breach of any of the representations, warranties, covenants or agreements made such brought by the Company in this Agreement or in the other Transaction Documents or (b) any Action or claim instituted or made against the Investor Party in any capacity, by any shareholder of the Company who is not an Affiliate of the Investor Party or any other third party (including a derivative action brought on behalf right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (a collectively, “Covered ActionIndemnifiable Losses”), with respect to, if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or arising out of or resulting from, any not opposed to the best interests of the transactions contemplated by the Transaction Documents. If any Covered Action shall be brought against the Investor Party Company and not in respect violation of which indemnity may be sought pursuant to this Agreement, the Investor Party shall promptly notify the Company in writingand, and with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have the right no obligation to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Investor Party. The Investor Party shall have the right to employ separate counsel in any such Covered Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Investor Party except indemnify or defend hereunder to the extent that (i) the employment thereof has been specifically authorized by the Company in writingsuch action, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel suit or (iii) in such Covered Action there isproceeding arises from fraud, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of the Investor Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to the Investor Party under this Agreement (y) for any settlement by the Investor Party effected without the Company’s prior written consent, which shall not be unreasonably withheld willful misconduct or delayed, or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to the Investor Party’s willful misconduct, gross negligence or breach of any of the representations, warranties, covenants or agreements made by the Investor Party in this Agreement or in the other Transaction Documents. The Company shall not, without the prior written consent of the Investor Party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Investor Party of a release from all liability in respect to such Covered Action, and such settlement shall not include any admission as to fault on the part of the Investor Party. The indemnification required by this Section 5.3 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Investor Party against the Company or others and any liabilities the Company may be subject to pursuant to lawsuch Indemnified Person.

Indemnity by the Company. Subject to the provisions of this Section 5.311.4, the Company will shall indemnify and hold any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the Investor and its directorsfact that such Person is or was a Member, officersOfficer, shareholdersdirector, memberscontrolling person, partnersemployee, investment adviserslegal representative or agent of the Company, employees and agents or is or was serving at the request of the Company as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title“Indemnified Person”), each Person who Controls the Investor (within the meaning of Section 15 of the Securities Act from and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (the “Investor Party”) harmless from against any and all Lossesclaims, includingactions, but not limited tosuits, all proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlementssettlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and reasonable attorneys’ fees other out-of-pocket expenses actually and costs of investigation that reasonably incurred in investigating, preparing or defending the Investor Party may suffer or incur as a result of or relating to foregoing) (a) including any breach of any of the representations, warranties, covenants or agreements made such brought by the Company in this Agreement or in the other Transaction Documents or (b) any Action or claim instituted or made against the Investor Party in any capacity, by any shareholder of the Company who is not an Affiliate of the Investor Party or any other third party (including a derivative action brought on behalf right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (a collectively, “Covered ActionIndemnifiable Losses”), with respect to, if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or arising out of or resulting from, any of the transactions contemplated by the Transaction Documents. If any Covered Action shall be brought against the Investor Party in respect of which indemnity may be sought pursuant to this Agreement, the Investor Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable not opposed to the Investor Party. The Investor Party shall have the right to employ separate counsel in any such Covered Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Investor Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such Covered Action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position best interests of the Company and the position not in violation of the Investor Partythis Agreement, in which case the Company and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that shall be responsible for the reasonable fees and expenses of have no more than one such separate counsel. The Company will not be liable obligation to the Investor Party under this Agreement (y) for any settlement by the Investor Party effected without the Company’s prior written consent, which shall not be unreasonably withheld indemnify or delayed, or (z) to the extent, but only defend hereunder to the extent that a losssuch action, claimsuit or proceeding arises from fraud, damage willful misconduct or liability is attributable to the Investor Party’s willful misconduct, gross negligence or breach of any of the representations, warranties, covenants or agreements made by the Investor Party in this Agreement or in the other Transaction Documents. The Company shall not, without the prior written consent of the Investor Party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Investor Party of a release from all liability in respect to such Covered Action, and such settlement shall not include any admission as to fault on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated by the Investor Party. The indemnification required by this Section 5.3 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Investor Party against the Company or others and any liabilities the Company may be subject to pursuant to lawManagement Board.

Indemnity by the Company. Subject to the provisions of this Section 5.39.6, the Company will shall indemnify and hold any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the Investor and its directorsfact that such Person is or was a Manager, officersMember, shareholdersOfficer, membersdirector, partnerscontrolling person, investment advisersemployee, employees and agents (and any other Persons with a functionally equivalent role legal representative or agent of a Person holding such titles notwithstanding a lack of such title the Company or any of its Subsidiaries, or is or was serving at the request of the Company or any of its Subsidiaries as manager, director, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other titleenterprise (a “Company Indemnified Person”), each from and against any Claims and Expenses suffered or incurred by such Company Indemnified Person who Controls while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Company Indemnified Person or the Investor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title Company or any other title) of such controlling Persons (the “Investor Party”) harmless from any and all Lossesits Subsidiaries, including, but without limitation, this Agreement (collectively, “Indemnifiable Losses”), if such Company Indemnified Person acted in good faith and in a manner that such Company Indemnified Person reasonably believed to be in or not limited toopposed to the best interests of the Company and its Subsidiaries and not in violation of this Agreement, all judgmentsand, amounts paid in settlementswith respect to a criminal action or proceeding, court costs and had no reasonable attorneys’ fees and costs of investigation cause to believe such Person’s conduct was unlawful; provided that the Investor Party may suffer Company shall have no obligation to indemnify or incur defend hereunder to the extent such action, suit or proceeding arises from fraud, willful misconduct or gross negligence on the part of such Company Indemnified Person. Subject to the provisions of Section 9.6, the Company shall also indemnify each of the Members and their respective Affiliates, and each officer, director, employee and legal representative thereof, from and against any Claims and Expenses suffered or incurred by any such Person as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement of any covenant, representation or in the other Transaction Documents or (b) any Action or claim instituted or made against the Investor Party in any capacity, by any shareholder warranty of the Company who is not an Affiliate of the Investor Party or any other third party (including a derivative action brought on behalf of the Company) (a “Covered Action”), with respect to, or arising out of or resulting from, any of the transactions contemplated by the Transaction Documents. If any Covered Action shall be brought against the Investor Party contained in respect of which indemnity may be sought pursuant to this Agreement. Notwithstanding anything to the contrary set forth above, the Investor Party provisions of this Section 9.1 shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Investor Party. The Investor Party shall have the right to employ separate counsel in any such Covered Action and participate not apply in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Investor Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such Covered Action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of the Investor Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to the Investor Party under this Agreement (y) for any settlement by the Investor Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed, or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to the Investor Party’s willful misconduct, gross negligence or breach of any of the representationsaction, warranties, covenants suit or agreements made proceeding initiated by the Investor Party in this Agreement or in the other Transaction Documents. The Company shall not, without the prior written consent of the Investor Party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Investor Party of a release from all liability in respect to such Covered Action, and such settlement shall not include any admission as to fault on the part of the Investor Party. The indemnification required by this Section 5.3 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Investor Party against the Company or others and any liabilities the Company may be subject to pursuant to lawMember.