Common use of Indemnification and Other Matters Clause in Contracts

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend AlixPartners and its affiliates and its and their partners, directors, officers, employees and agents (collectively, the “indemnitees”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of AlixPartners that is the subject of the Agreement. The Company shall pay damages and expenses as incurred, including reasonable legal fees and disbursements of counsel. In addition, the Company shall pay the costs of AlixPartners’ professional time (AlixPartners’ professional time will be reimbursed at AlixPartners’ rates in effect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee may be required or agree to participate but in which it is not a party. The indemnitees may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which this indemnification agreement relates. In addition to the above indemnification, AlixPartners employees serving as directors or officers of the Company or affiliates will be entitled to the benefit of the most favorable indemnities and advancement of expenses provisions provided by the Company to its directors and officers, whether under the Company’s charter or by-laws, by contract or otherwise. The Company shall use its best efforts to specifically include and cover, as a benefit for their protection, AlixPartners employees and agents serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for directors’ and officers’ (“D&O”) insurance. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include AlixPartners employees and agents under the Company’s policy or does not have first dollar coverage acceptable to AlixPartners in effect for at least $10 million (e.g., such policy is not reserved based on actions that have been or are expected to be filed against officers and directors alleging prior acts that may give rise to a claim), AlixPartners may, at its option, attempt to purchase a separate D&O policy that will cover AlixPartners employees and agents only. The cost of same shall be invoiced to the Company as an out -of -pocket cash expense. If AlixPartners is unable to purchase such D&O insurance, then AlixPartners reserves the right to terminate the Agreement. AlixPartners is not responsible for any third-party products or services. The Company’s sole and exclusive rights and remedies with respect to any third party products or services are against the third-party vendor and not against AlixPartners, whether or not AlixPartners is instrumental in procuring the third-party product or service. AlixPartners shall not be liable to the Company except for actual damages resulting from bad faith, self-dealing or intentional misconduct.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend AlixPartners APS and its affiliates and its and their partners, directors, officers, employees and agents (collectively, the “indemniteesAPS Parties”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of AlixPartners APS that is the subject of the Agreement. The Company shall pay damages and expenses as incurredexpenses, including reasonable legal fees and disbursements of counsel. In addition, the Company shall pay the costs of AlixPartners’ professional time (AlixPartners’ professional time will be reimbursed at AlixPartners’ rates counsel as incurred in effect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee may be required or agree to participate but in which it is not a partyadvance. The indemnitees APS Parties may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which these indemnification and advancement obligations relate. If an APS Party is required by applicable law, legal process or government action to produce information or testimony as a witness with respect to this indemnification agreement relatesAgreement, the Company shall reimburse APS for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, except in cases where an APS Party is a party to the proceeding or the subject of the investigation. In addition to the above indemnificationindemnification and advancement, AlixPartners APS employees serving as directors or officers of the Company or affiliates will be entitled to receive the benefit of the most favorable indemnities indemnification and advancement of expenses provisions provided by the Company to its directors directors, officers and officersany equivalently placed employees, whether under the Company’s charter or by-laws, by contract or otherwise. The Company shall use its best efforts to specifically include and cover, as a benefit for their protection, AlixPartners cover employees and agents serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for liability insurance covering its directors’ , officers and officers’ any equivalently placed employees (“D&OD&O insurance”). Prior to APS accepting any officer position, the Company shall, at the request of APS, provide APS a copy of its current D&O policy, a certificate(s) insuranceof insurance evidencing the policy is in full force and effect, and a copy of the signed board resolutions and any other documents as APS may reasonably request evidencing the appointment and coverage of the indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include AlixPartners APS employees and agents under the Company’s policy or does not have first dollar coverage acceptable to AlixPartners APS in effect for at least $10 million (e.g., such policy is not reserved based on actions that have been there are outstanding or are expected to be filed threatened claims against officers and directors alleging prior acts that may give rise to a claim), AlixPartners APS may, at its option, attempt to purchase a separate D&O insurance policy that will cover AlixPartners APS employees and agents only. The cost of same the policy shall be invoiced to the Company as an out -of -pocket cash out-of-pocket expense. If AlixPartners APS is unable or unwilling to purchase such D&O insurance, then AlixPartners APS reserves the right to terminate the Agreement. AlixPartners Notwithstanding anything to the contrary, the Company’s indemnification and advancement obligations in this Section 7 shall be primary to (and without allocation against) any similar indemnification and advancement obligations of APS, its affiliates and insurers to the indemnitees (which shall be secondary), and the Company’s D&O insurance coverage for the indemnitees shall be specifically primary to (and without allocation against) any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by APS or otherwise). APS is not responsible for any third-party products or servicesservices separately procured by the Company. The Company’s sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and not against AlixPartnersAPS, whether or not AlixPartners APS is instrumental in procuring the such third-party product or service. AlixPartners shall not be liable to the Company except for actual damages resulting from bad faith, self-dealing or intentional misconduct.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend AlixPartners APS and its affiliates and its and their partners, directors, officers, employees and agents (collectively, the “indemniteesAPS Parties”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of AlixPartners APS that is the subject of the Agreement. The Company shall pay damages and expenses as incurred, including reasonable legal fees and disbursements of counsel. In addition, the Company shall pay the costs of AlixPartners’ professional time (AlixPartners’ professional time will be reimbursed at AlixPartners’ rates in effect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee may be required or agree to participate but in which it is not a party. The indemnitees may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which this indemnification agreement relates. In addition to the above indemnification, AlixPartners APS employees serving as directors or officers of the Company or affiliates will be entitled to receive the benefit of the most favorable indemnities and advancement of expenses indemnification provisions provided by the Company to its directors directors, officers and officersany equivalently placed employees, whether under the Company’s charter or by-laws, by contract or otherwise. APS will notify the Company of receipt of actual notice of commencement of any actual or threatened action, claim, suit, investigation or proceeding (an “Action”) against an APS Party with respect to which indemnity is sought hereunder if the Company is not a party to such Action, provided that the failure to so notify the Company will not relieve the Company from any liability that the Company may have on account of this indemnity or otherwise, except to the extent the Company shall not have otherwise learned of such Action and such failure results in the loss of material defenses. The Company shall use its best efforts have the right to assume the defense of any such Action, including the employment of counsel reasonably satisfactory to APS. APS shall have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of APS, unless (i) the Company shall have failed promptly to assume the defense thereof and employ counsel as provided above or (ii) the named parties to any such Action (including impleaded parties) include an Indemnified Person and the Company, and APS shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Person that are different from or in addition to those available to the Company, provided that the Company shall not in any event be responsible hereunder for the fees and expenses of more than one firm of separate counsel in connection with any Action in the same jurisdiction, in addition to any local counsel. The Company shall specifically include and cover, as a benefit for their protection, AlixPartners cover APS employees and agents serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for liability insurance covering its directors’ , officers and officers’ any equivalently placed employees (“D&OD&O insurance”). Prior to APS accepting any officer position, the Company shall, at the request of APS, provide APS with a copy of its current D&O policy, a certificate(s) insuranceof insurance evidencing the policy is in full force and effect, and a copy of the signed board resolutions and any other documents as APS may reasonably request evidencing the appointment and coverage of the indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include AlixPartners APS employees AP Services, LLC General Terms and Conditions and agents under the Company’s policy or does not have first dollar coverage acceptable to AlixPartners APS in effect for at least $10 million (e.g., such policy is not reserved based on actions that have been there are outstanding or are expected to be filed threatened claims against officers and directors alleging prior acts that may give rise to a claim), AlixPartners APS may, at its option, attempt to purchase a separate D&O insurance policy that will cover AlixPartners APS employees and agents only. The cost of same the policy shall be invoiced to the Company as an out -of -pocket cash out-of-pocket expense. If AlixPartners APS is unable or unwilling to purchase such D&O insurance, then AlixPartners APS reserves the right to terminate the Agreement. AlixPartners The Company’s indemnification obligations in this Section 7 shall be primary to, and without allocation against, any similar indemnification obligations that APS may offer to its personnel generally, and the Company’s D&O insurance coverage for the indemnitees shall be specifically primary to, and without allocation against, any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by APS or otherwise). APS is not responsible for any third-party products or servicesservices separately procured by the Company. The Company’s sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and not against AlixPartners, whether or not AlixPartners APS is instrumental in procuring the such third-party product or service. AlixPartners shall not be liable to the Company except for actual damages resulting from bad faith, self-dealing or intentional misconduct.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend AlixPartners APS and its affiliates and its and their partners, directors, officers, employees employees, Temporary Staff and agents (collectively, the “indemniteesindemnities”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with to the engagement of AlixPartners that is the subject extent of the Agreementmost favorable indemnities provided by the Company to any of its directors or officers, provided, however, that to the extent any matter for which indemnification is called for hereunder arises while the Company is under the protection of the Bankruptcy Code, indemnification of APS personnel who are not directors or officers of the Company shall be subject to the approval of the Board of Directors of the Company. The Company shall pay damages and expenses as incurred, including reasonable legal fees and disbursements of counsel. In addition, the Company shall pay counsel and the costs of AlixPartnersAPS’ professional time (AlixPartnersAPS’ professional time will be reimbursed at AlixPartnersAPS’ rates in effect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee indemnity may be required or agree to participate but in which it is not a party. The indemnitees indemnities may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which this indemnification agreement relates. In addition to the above indemnification, AlixPartners employees serving as directors or officers of the Company or affiliates will be entitled to the benefit of the most favorable indemnities and advancement of expenses provisions provided by the Company to its directors and officers, whether under the Company’s charter or by-laws, by contract or otherwise. The Company shall use its best efforts to specifically include and cover, as a benefit for their protection, AlixPartners employees and agents Temporary Staff serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for directors’ and officers’ (“D&O”) insurance. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include AlixPartners employees and agents under the Company’s policy or does not have first dollar coverage acceptable to AlixPartners in effect for at least $10 million (e.g., such policy is not reserved based on actions that have been or are expected to be filed against officers and directors alleging prior acts that may give rise to a claim), AlixPartners may, at its option, attempt to purchase a separate D&O policy that will cover AlixPartners employees and agents only. The cost of same shall be invoiced to the Company as an out -of -pocket cash expense. If AlixPartners is unable to purchase such D&O insurance, then AlixPartners reserves the right to terminate the Agreement. AlixPartners APS is not responsible for any third-party products or services. The Company’s sole and exclusive rights and remedies with respect to any third party products or services are against the third-party vendor and not against AlixPartnersAPS, whether or not AlixPartners APS is instrumental in procuring the third-party product or service. AlixPartners APS shall not be liable to the Company except for actual damages resulting from gross negligence, bad faith, self-dealing or intentional misconduct.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend AlixPartners APS and its affiliates and its and their partners, directors, officers, employees and agents (collectively, the “indemniteesAPS Parties”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of AlixPartners APS that is the subject of the AgreementAgreement (collectively, the “Losses”), other than Losses finally determined or otherwise agreed by APS and the Company to be the direct result of gross negligence, fraud, willful misconduct, bad faith or self-dealing of APS. The Company shall pay damages and expenses as incurred, including reasonable legal fees and disbursements of counsel. In addition, ; provided that the Company shall pay not be liable for indirect, special and consequential damages, lost profits, lost data, reputational damages, punitive damages or any other similar damages under any circumstances, even if the costs of AlixPartners’ professional time (AlixPartners’ professional time will be reimbursed at AlixPartners’ rates in effect when such future time is required), relating to or arising out Company has been advised of the engagementpossibility of such damages. If, including any legal proceeding in which an indemnitee the opinion of counsel, representing both parties in the matter covered by this indemnification creates a potential conflict of interest, the APS Parties may be required or agree to participate but in which it is not a party. The indemnitees may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of to represent them at the matters to which this indemnification agreement relatesCompany’s expense. In addition to the above indemnification, AlixPartners APS employees serving as directors or officers of the Company or affiliates will be entitled to receive the benefit of the most favorable indemnities and advancement of expenses indemnification provisions provided by the Company to its directors directors, officers and officersany equivalently placed employees, whether under the Company’s charter or by-laws, by contract or otherwise. The Company shall use its best efforts to specifically include and cover, as a benefit for their protection, AlixPartners cover APS employees and agents serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for liability insurance covering its directors’ , officers and officers’ any equivalently placed employees (“D&OD&O insurance”). Prior to APS accepting any officer position, the Company shall, at the request of APS a copy of its current D&O policy, a certificate(s) insuranceof insurance evidencing the policy is in full force and effect, and a copy of the signed board resolutions and any other documents as APS may reasonably request evidencing the appointment and coverage of the indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include AlixPartners APS employees and agents under the Company’s policy or does not have first dollar coverage acceptable to AlixPartners APS in effect for at least $10 million (e.g., such policy is not reserved based on actions that have been there are outstanding or are expected to be filed threatened claims against officers and directors alleging prior acts that may give rise to a claim), AlixPartners APS may, at its option, attempt to purchase a separate D&O insurance policy that will cover AlixPartners APS employees and agents only. The cost of same the policy shall be invoiced to the Company as an out -of -pocket cash out-of-pocket expense. If AlixPartners APS is unable or unwilling to purchase such D&O insurance, then AlixPartners APS reserves the right to terminate the Agreement. AlixPartners The Company’s indemnification obligations in this Section 7 shall be primary to, and without allocation against, any similar indemnification obligations that APS may offer to its personnel generally, and the Company’s D&O insurance coverage for the indemnitees shall be specifically primary to, and without allocation against, any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by APS or otherwise). APS is not responsible for any third-party products or servicesservices separately procured by the Company. The Company’s sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and not against AlixPartnersAPS, whether or not AlixPartners APS is instrumental in procuring the such third-party product or service. AlixPartners shall not be liable to the Company except for actual damages resulting from bad faith, self-dealing or intentional misconduct.

Indemnification and Other Matters. The Company shall release, indemnify, hold harmless and defend AlixPartners Xxxxx Xxxxxxxx, ALLIANCE and its affiliates and its and their partners, directors, officers, employees employees, counsel and agents (collectively, the “indemniteesALLIANCE Parties”) from and against all claims, liabilities, losses, costs, expenses and damages arising out of or in connection with the engagement of AlixPartners ALLIANCE that is the subject of the Agreement. The Company shall pay damages and expenses as incurred, including reasonable legal fees and disbursements of counsel. In additionIf, in the opinion of counsel, representing both parties in the matter covered by this indemnification creates a potential conflict of interest, the Company shall pay the costs of AlixPartners’ professional time (AlixPartners’ professional time will be reimbursed at AlixPartners’ rates in effect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee ALLIANCE Parties may be required or agree to participate but in which it is not a party. The indemnitees may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which this indemnification agreement relates. In addition to the above indemnification, AlixPartners employees serving as directors or officers of the Company or affiliates will be entitled to the benefit of the most favorable indemnities and advancement of expenses provisions provided by the Company to its directors and officers, whether under represent them at the Company’s charter or by-lawsexpense. The Company’s indemnification obligations in this Section 7 shall be primary to, and without allocation against, any similar indemnification obligations that ALLIANCE may offer to its personnel generally, and the Company’s D&O insurance coverage for the indemnitees shall be specifically primary to, and without allocation against, any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by contract ALLIANCE or otherwise). ALLIANCE is not responsible for any third-party products or services separately procured by the Company. The Company’s sole and exclusive rights and remedies with respect to any such third party products or services are against the third-party vendor and not against ALLIANCE, whether or not ALLIANCE is instrumental in procuring such third-party product or service. ALLIANCE acknowledges that, during the pendency of any Bankruptcy Court approved retention, these indemnification provisions are subject to modification as may be stated within the Bankruptcy Court’s retention order. The Company shall use its best efforts to specifically include and cover, as a benefit for their protection, AlixPartners cover employees and agents serving as directors or officers of the Company Alliance or affiliates from time to time with direct coverage as named insureds under the Company’s policy for liability insurance covering its directors’ , officers and officers’ any equivalently placed employees (“D&OD&O insurance”). Prior to ALLIANCE accepting any officer position, the Company shall, at the request of ALLIANCE, provide ALLIANCE a copy of its current D&O policy, a certificate(s) insuranceof insurance evidencing the policy is in full force and effect, and a copy of the signed board resolutions and any other documents as ALLIANCE may reasonably request evidencing the appointment and coverage of the indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event The Company’s indemnification obligations in this Section 7 shall be primary to and without allocation against, any similar indemnification obligations that the Company is unable ALLIANCE may offer to include AlixPartners employees its personnel generally, and agents under the Company’s policy or does not have first dollar D&O insurance coverage acceptable to AlixPartners in effect for at least $10 million (e.g.the indemnitees shall be specifically primary to, such policy is not reserved based on actions that have been or are expected to be filed against officers and directors alleging prior acts without allocation against, any other valid and collectible insurance coverage that may give rise to a claim), AlixPartners may, at its option, attempt to purchase a separate D&O policy that will cover AlixPartners employees and agents only. The cost of same shall be invoiced apply to the Company as an out -of -pocket cash expense. If AlixPartners is unable to purchase such D&O insurance, then AlixPartners reserves the right to terminate the Agreement. AlixPartners is not responsible for any third-party products or services. The Company’s sole and exclusive rights and remedies with respect to any third party products or services are against the third-party vendor and not against AlixPartners, whether or not AlixPartners is instrumental in procuring the third-party product or service. AlixPartners shall not be liable to the Company except for actual damages resulting from bad faith, self-dealing or intentional misconductindemnitees.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend AlixPartners and its affiliates and its and their partners, directors, officers, owners, employees and agents (collectively, the “indemnitees”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of AlixPartners that is the subject of the AgreementAgreement to the extent permitted by Delaware Law. The Company shall pay damages and expenses as incurred, including reasonable legal fees and disbursements of counsel. In addition, the Company shall pay counsel and the costs of AlixPartners’ professional time (AlixPartners’ professional time will be reimbursed at AlixPartners’ rates in effect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee may be required or agree to participate but in which it is not a party. The indemnitees may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which this indemnification agreement relates; provided that so long as the Company is honoring its indemnification obligations hereunder, any settlement of an indemnified matter shall require the consent of the Company, which shall not be unreasonably withheld. In addition to the above indemnification, AlixPartners employees serving as directors or officers of the Company or affiliates will be entitled to the benefit of the most favorable indemnities and advancement of expenses provisions provided by the Company to its directors and officers, whether under the Company’s charter or by-laws, by contract or otherwise. The Company shall use its best efforts to specifically include and cover, as a benefit for their protection, AlixPartners employees and agents serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for directors’ and officers’ (“D&O”) insurance. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include AlixPartners employees and agents under the Company’s policy or does not have first dollar coverage acceptable to AlixPartners in effect for at least $10 million (e.g., such policy is not reserved based on actions that have been or are expected to be filed against officers and directors alleging prior acts that may give rise to a claim), AlixPartners may, at its option, attempt to purchase a separate D&O policy that will cover AlixPartners employees and agents only. The cost of same shall be invoiced to the Company as an out -of -pocket cash expense. If AlixPartners is unable to purchase such D&O insurance, then AlixPartners reserves the right to terminate the Agreement. AlixPartners is not responsible for any third-party products or services. The Company’s sole and exclusive rights and remedies with respect to any third party products or services are against the third-party vendor and not against AlixPartners, whether or not AlixPartners is instrumental in procuring the third-party product or service. AlixPartners shall not be liable to the Company except for actual damages resulting from bad faith, self-dealing or intentional misconduct.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend AlixPartners APS and its affiliates and its and their partners, directors, officers, employees employees, Temporary Staff and agents (collectively, the “indemnitees”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with to the engagement of AlixPartners that is the subject extent of the Agreementmost favorable indemnities provided by the Company to any of its directors or officers, provided, however, that to the extent any matter for which indemnification is called for hereunder arises while the Company is under the protection of the Bankruptcy Code, indemnification of APS personnel who are not directors or officers of the Company shall be subject to the approval of the Board of Directors of the Company. The Company shall pay damages and expenses as incurred, including reasonable legal fees and disbursements of counsel. In addition, the Company shall pay counsel and the costs of AlixPartnersAPS’ professional time (AlixPartnersAPS’ professional time will be reimbursed at AlixPartnersAPS’ rates in effect AP SERVICES, LLC GENERAL TERMS AND CONDITIONS when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee may be required or agree to participate but in which it is not a party. The indemnitees may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which this indemnification agreement relates. In addition to the above indemnification, AlixPartners employees serving as directors or officers of the Company or affiliates will be entitled to the benefit of the most favorable indemnities and advancement of expenses provisions provided by the Company to its directors and officers, whether under the Company’s charter or by-laws, by contract or otherwise. The Company shall use its best efforts to specifically include and cover, as a benefit for their protection, AlixPartners employees and agents Temporary Staff serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for directors’ and officers’ (“D&O”) insurance. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include AlixPartners employees and agents Temporary Staff under the Company’s policy or does not have first dollar coverage acceptable to AlixPartners APS in effect for at least $10 million (e.g., such policy is not reserved based on actions that have been or are expected to be filed against officers and directors alleging prior acts that may give rise to a claim), AlixPartners APS may, at its option, attempt to purchase a separate D&O policy that will cover AlixPartners employees and agents the Temporary Staff only. The cost of same shall be invoiced to the Company as an out -of -pocket cash expense. If AlixPartners APS is unable to purchase such D&O insurance, then AlixPartners APS reserves the right to terminate the Agreement. AlixPartners APS is not responsible for any third-party products or services. The Company’s sole and exclusive rights and remedies with respect to any third party products or services are against the third-party vendor and not against AlixPartnersAPS, whether or not AlixPartners APS is instrumental in procuring the third-party product or service. AlixPartners APS shall not be liable to the Company except for actual damages resulting from bad faith, self-dealing or intentional misconduct.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend AlixPartners and its affiliates and its and their partners, directors, officers, employees and agents Temporary Staff serving as officers (collectively, the “indemnitees”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with to the engagement of AlixPartners that is the subject extent of the Agreementmost favorable indemnities provided by the Company to any of its directors or officers, provided, however, that to the extent any matter for which indemnification is called for hereunder arises while the Company is under the protection of the Bankruptcy Code, indemnification of APS personnel who are not directors or officers of the Company shall be subject to the approval of the Board of Directors of the Company. The Company shall pay damages and expenses as incurred, including reasonable legal fees and disbursements of counsel. In addition, the Company shall pay counsel and the costs of AlixPartnersAPS’ professional time (AlixPartnersAPS’ professional time will be reimbursed at AlixPartnersAPS’ rates in effect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee may be required or agree to participate but in which it is not a party. The indemnitees may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which this indemnification agreement relates. In addition to the above indemnification, AlixPartners employees serving as directors or officers of the Company or affiliates will be entitled to the benefit of the most favorable indemnities and advancement of expenses provisions provided by the Company to its directors and officers, whether under the Company’s charter or by-laws, by contract or otherwise. The Company shall use its best efforts to specifically include and cover, as a benefit for their protection, AlixPartners employees and agents Temporary Staff serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for directors’ and officers’ (“D&O”) insurance. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include AlixPartners employees and agents Temporary Staff under the Company’s policy or does not have first dollar coverage acceptable to AlixPartners APS in effect for at least $10 million (e.g., such policy is not reserved based on actions that have been or are expected to be filed against officers and directors alleging prior acts that may give rise to a claim), AlixPartners APS may, at its option, attempt to purchase a separate D&O policy that will cover AlixPartners employees and agents the Temporary Staff only. The cost of same shall be invoiced to the Company as an out -of -pocket cash expense. If AlixPartners APS is unable to purchase such D&O insurance, then AlixPartners APS reserves the right to terminate the Agreement. AlixPartners APS is not responsible for any third-party products or services. The Company’s sole and exclusive rights and remedies with respect to any third party products or services are against the third-party vendor and not against AlixPartnersAPS, whether or not AlixPartners APS is instrumental in procuring the third-party product or service. AlixPartners APS shall not be liable to the Company except for actual damages resulting from bad faith, self-dealing dealing, gross negligence, or intentional misconduct.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend AlixPartners and its affiliates and its and their partners, directors, officers, employees and agents (collectively, the “indemnitees”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of AlixPartners that is the subject of the Agreement, except of acts of gross negligence committed by personnel of AlixPartners. The Company shall pay damages and expenses as incurred, including reasonable legal fees and disbursements of counsel. In addition, the Company shall pay the costs of AlixPartners’ professional time (AlixPartners’ professional time will be reimbursed at AlixPartners’ rates in effect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee may be required or agree to participate but in which it is not a party. The indemnitees may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which this indemnification agreement relates. In addition to the above indemnification, AlixPartners employees serving as directors or officers of the Company or affiliates will be entitled to the benefit of the most favorable indemnities and advancement of expenses provisions provided by the Company to its directors and officers, whether under the Company’s charter or by-laws, by contract or otherwise. The Company shall use its best efforts to specifically include and cover, as a benefit for their protection, AlixPartners employees and agents serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for directors’ and officers’ (“D&O”) insurance. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include AlixPartners employees and agents under the Company’s policy or does not have first dollar coverage acceptable to AlixPartners in effect for at least $10 million (e.g., such policy is not reserved based on actions that have been or are expected to be filed against officers and directors alleging prior acts that may give rise to a claim), AlixPartners may, at its option, attempt to purchase a separate D&O policy that will cover AlixPartners employees and agents only. The cost of same shall be invoiced to the Company as an out -of -pocket cash expense. If AlixPartners is unable to purchase such D&O insurance, then AlixPartners reserves the right to terminate the Agreement. AlixPartners is not responsible for any third-party products or services. The Company’s sole and exclusive rights and remedies with respect to any third party products or services are against the third-party vendor and not against AlixPartners, whether or not AlixPartners is instrumental in procuring the third-party product or service. AlixPartners shall not be liable to the Company except for actual damages resulting from bad faith, self-dealing or intentional misconduct.

Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend AlixPartners APS and its affiliates and its and their partners, APS’ directors, officers, employees employees, Temporary Staff and agents (collectivelyfrom 1 /s/ Abc AP Services, the “indemnitees”) from LLC General Terms and Conditions and against all claims, liabilities, losses, expenses and damages arising out of or in connection with to the engagement of AlixPartners that is the subject extent of the Agreementmost favorable indemnities provided by the Company to any of its directors or officers, provided, however, that to the extent any matter for which indemnification is called for hereunder arises while the Company is under the protection of the Bankruptcy Code, indemnification of APS personnel who are not directors or officers of the Company shall be subject to the approval of the Board of Directors of the Company. The Company shall pay damages and expenses costs as incurred, including reasonable legal fees and disbursements of counsel. In addition, the Company shall pay counsel and the costs of AlixPartnersAPS’ professional time (AlixPartnersAPS’ professional time will be reimbursed at AlixPartnersAPS’ rates in effect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee APS or other indemnitees may be required or agree to participate but in which it is they are not a party. The indemnitees APS and its directors, officers, employees, Temporary Staff and agents may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which this indemnification agreement relates. In addition to the above indemnification, AlixPartners employees serving as directors or officers of the Company or affiliates will be entitled to the benefit of the most favorable indemnities and advancement of expenses provisions provided by the Company to its directors and officers, whether under the Company’s charter or by-laws, by contract or otherwise. The Company shall use its best efforts to specifically include and cover, as a benefit for their protection, AlixPartners employees and agents Temporary Staff serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for directors’ and officers’ (“D&O”) insurance. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include AlixPartners employees and agents Temporary Staff under the Company’s policy or does not have first dollar coverage acceptable to AlixPartners APS in effect for at least $10 30 million (e.g., such policy is not reserved based on actions that have been or are expected to be filed against officers and directors alleging prior acts that may give rise to a claim), AlixPartners APS may, at its option, attempt to purchase a separate D&O policy that will cover AlixPartners employees and agents the Temporary Staff only. The cost of same shall be invoiced to the Company as an out -of -pocket cash expense. If AlixPartners APS is unable to purchase such D&O insurance, then AlixPartners APS reserves the right to terminate the Agreement. AlixPartners APS is not responsible for any third-party products or services. The Company’s sole and exclusive rights and remedies with respect to any third party products or services are against the third-party vendor and not against AlixPartnersAPS, whether or not AlixPartners APS is instrumental in procuring the third-party product or service. AlixPartners APS shall not be liable to the Company except for actual damages resulting from breach of this agreement, bad faith, self-dealing or intentional misconduct.