Indemnification and Related Matters. (a) Command agrees to indemnify GSS and GP, any controlling person of GSS or GP and each of their respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives (each, a "GSS Indemnified Party") and hold each of them harmless against any actions, judgments, claims, losses, damages, expenses, liabilities, joint or several, to which any GSS Indemnified Party may become liable, directly or indirectly, arising out of, or relating to, the Engagement or this Consulting Agreement, including but not limited to reimbursement for all GSS or GP fees, costs, reasonable attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities resulted from the gross negligence or willful misconduct of any GSS Indemnified Party. Command further agrees to reimburse each GSS Indemnified Party immediately upon request for all expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit proceeding or investigation, directly or indirectly, arising out of, or relating to, this Consulting Agreement or the Engagement. In the event that a GSS Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against Command, or any of their affiliates in which such GSS Indemnified Party is not named as a defendant, Command agrees to reimburse GSS or GP for all out-of-pocket expenses incurred by it in connection with such GSS Indemnified Party's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. (b) GSS agrees to indemnify Command, any controlling person of Command and each of their respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives (each, a "Command Indemnified Party") and hold each of them harmless against any actions, judgments, claims, losses, damages, expenses, liabilities, joint or several, to which any Command Indemnified Party may become liable, directly or indirectly, arising out of, or relating to, the Engagement or this Consulting Agreement and solely to the extent directly and proximately caused by the gross negligence or willful misconduct of GSS or GP (or any of their respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives) during the Term, including but not limited to reimbursement for all of Command's fees, costs, reasonable attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities resulted from the gross negligence or willful misconduct of any Command Indemnified Party. GSS further agrees to reimburse each Command Indemnified Party immediately upon request for all expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit proceeding or investigation, directly or indirectly, arising out of, or relating to, this Consulting Agreement or GSS's services hereunder. Moreover, in no event, regardless of the legal theory advanced, shall GSS be liable for any consequential, indirect, incidental, punitive or special damages of any nature. In no event shall GSS' liability (whether direct, indirect, contract or otherwise) directly or indirectly relating to or in connection with this Consulting Agreement exceed the fees received by GSS from Command during the months that any such liability of GSS under this paragraph arose. In the event that a Command Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against GSS, or any of their affiliates in which such Command Indemnified Party is not named as a defendant, GSS agrees to reimburse Command for all out-of-pocket expenses incurred by it in connection with such Command Indemnified Party's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. (c) Each party agrees that, without the prior written consent of the other party hereto, that such party will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not GSS, GP, Command or any other indemnified party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (i) such settlement, compromise, consent or termination includes an unconditional release of each indemnified party from any liabilities arising out of such claim action, suit, proceeding or investigation and (ii) the parties agree that the terms of such settlement shall remain confidential. (d) Command shall be solely responsible for the performance of Command's services and products. Any representation or covenant, whether express or implied, given by Command to any customer or third party regarding the Command services and products shall be the sole responsibility of Command, and neither GSS nor GP shall be liable for, and each of GSS and GP shall be indemnified against in accordance with paragraph 8(a) (without regard to any exceptions or limitations contained in such paragraph), any failure to comply with such representation or covenant.
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Indemnification and Related Matters. (a) Command agrees The Debtors agree to indemnify GSS and GPhold each of the Backstop Term Lenders (and, any controlling person of GSS in addition to the Backstop Term Lenders, where a Backstop Term Lender is an investment manager or GP advisor for a beneficial holder, such beneficial holder), and each of their respective partnersaffiliates, shareholdersand each of their and their affiliates’ respective officers, directors, officersfiduciaries, employees, agents, affiliates advisors, attorneys, and representatives representatives, and the successors, heirs, and assigns of such Backstop Term Lender (eachand, in addition to the Backstop Term Lenders, where a "GSS Indemnified Party"Backstop Term Lender is an investment manager or advisor for a beneficial holder, such beneficial holder) and hold their affiliates (each of them such Backstop Term Lender and other person, an “Indemnified Person”) harmless against any actions, judgmentsand all losses, claims, losses, damages, expenses, liabilities, joint or several, to which any GSS Indemnified Party may become liable, directly or indirectly, arising out of, or relating to, the Engagement or this Consulting Agreement, including but not limited to reimbursement for all GSS or GP fees, costs, liabilities and/or reasonable attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities resulted from the gross negligence or willful misconduct of any GSS Indemnified Party. Command further agrees to reimburse each GSS Indemnified Party immediately upon request for all expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit proceeding or investigation, directly or indirectly, arising out of, or relating to, this Consulting Agreement or the Engagement. In the event that a GSS Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against Command, or any of their affiliates in which such GSS Indemnified Party is not named as a defendant, Command agrees to reimburse GSS or GP for all documented out-of-pocket expenses incurred by it (limited, in the case of legal fees and expenses, to (x) the reasonable and documented out-of-pocket fees and expenses of one firm of counsel to all Indemnified Persons, taken as a whole, (y) to the extent reasonably necessary, to the reasonable and documented out-of-pocket fees and expenses of one local counsel to all Indemnified Persons, taken as a whole, and (z) one conflicts counsel to all affected Indemnified Persons, taken as a whole) to any such Indemnified Person in connection with the transactions contemplated by this Commitment Letter or as a result of either this arrangement or any matter referred to in the Commitment Letter (whether or not such GSS losses, claims, damages, or liabilities result from an investigation, litigation, claim, or proceeding that is brought by you, your equity holders, or creditors or an Indemnified Party's appearing Person and preparing whether or not any such Indemnified Person is otherwise a party thereto), except to appear the extent that such loss, claim, damage, liability or expense has been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the bad faith or willful misconduct of such Indemnified Person or its related Indemnified Persons in performing the services that are the subject of the Commitment Letter, (ii) a material breach of the obligations of such Indemnified Person or its related Indemnified Persons under this Commitment Letter or (iii) claims between or among the Backstop Term Lenders. The foregoing obligations will be included in the DIP Facility as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counselsuperpriority obligations.
(b) GSS agrees The indemnity obligations of the Debtors under this Section 6 will be in addition to indemnify Commandany liability which the Debtors may otherwise have to any Indemnified Person, will be binding upon any controlling person of Command and each of their respective partnerssuccessors, shareholdersassigns, directors, officers, employees, agents, affiliates and representatives (each, a "Command Indemnified Party") and hold each of them harmless against any actions, judgments, claims, losses, damages, expenses, liabilities, joint or several, to which any Command Indemnified Party may become liable, directly or indirectly, arising out ofheirs, or relating topersonal representatives of the Debtors, the Engagement or this Consulting Agreement and solely will inure to the extent directly and proximately caused by the gross negligence or willful misconduct of GSS or GP (or any of their respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives) during the Term, including but not limited to reimbursement for all of Command's fees, costs, reasonable attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities resulted from the gross negligence or willful misconduct benefit of any Command Indemnified Party. GSS further agrees to reimburse each Command Indemnified Party immediately upon request for all expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation ofsuccessors, preparation forassigns, defense ofheirs, or providing evidence in, any action, claim, suit proceeding or investigation, directly or indirectly, arising out of, or relating to, this Consulting Agreement or GSS's services hereunder. Moreover, in no event, regardless of the legal theory advanced, shall GSS be liable for any consequential, indirect, incidental, punitive or special damages personal representatives of any nature. In no event shall GSS' liability (whether direct, indirect, contract or otherwise) directly or indirectly relating to or in connection with this Consulting Agreement exceed the fees received by GSS from Command during the months that any such liability of GSS under this paragraph arose. In the event that a Command Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against GSS, or any of their affiliates in which such Command Indemnified Party is not named as a defendant, GSS agrees to reimburse Command for all out-of-pocket expenses incurred by it in connection with such Command Indemnified Party's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counselPerson.
(c) Each party agrees that, without the prior written consent The provisions of this Section 5 will survive any termination or completion of the other party hereto, that such party will not settle, compromise or consent to arrangement provided by the entry Commitment Letter and the occurrence of the effective date of any judgment plan of reorganization and any discharge of claims against or interests in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not GSS, GP, Command or any other indemnified party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (i) such settlement, compromise, consent or termination includes an unconditional release of each indemnified party from any liabilities arising out of such claim action, suit, proceeding or investigation and (ii) the parties agree that the terms of such settlement shall remain confidentialDebtors.
(d) Command shall be solely responsible for the performance of Command's services and products. Any representation or covenant, whether express or implied, given by Command to any customer or third party regarding the Command services and products shall be the sole responsibility of Command, and neither GSS nor GP shall be liable for, and each of GSS and GP shall be indemnified against in accordance with paragraph 8(a) (without regard to any exceptions or limitations contained in such paragraph), any failure to comply with such representation or covenant.
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Indemnification and Related Matters. (a) Command agrees to indemnify GSS and GP, any controlling person of GSS or GP and each of their respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives (each, a "GSS Indemnified Party") and hold each of them harmless against any actions, judgments, claims, losses, damages, expenses, liabilities, joint or several, to which any GSS Indemnified Party may become liable, directly or indirectly, arising out of, or relating to, the Engagement or this Consulting Agreement, including but not limited to reimbursement for all GSS or GP fees, costs, reasonable attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities resulted from the gross negligence or willful misconduct of any GSS Indemnified Party. Command further agrees to reimburse each GSS Indemnified Party immediately upon request for all expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit proceeding or investigation, directly or indirectly, arising out of, or relating to, this Consulting Agreement or the Engagement. In the event that any Commitment Party or its affiliates (each such person, a GSS Indemnified Party is requested or required to appear as a witness “Protected Party”) becomes involved in any action capacity in any action, proceeding or investigation brought by or on behalf against any person, including shareholders, partners, members or other equity holders of the Borrower or against Command, the Acquired Business in connection with or as a result of either this arrangement or any of their affiliates matter referred to in which such GSS Indemnified Party is not named as a defendantthis Commitment Letter or the Fee Letter (together, Command the “Letters”), the Borrower agrees to periodically reimburse GSS or GP such Protected Party upon written demand (together with customary documentation in reasonable detail) for all its reasonable and documented out-of-pocket legal and other out-of-pocket expenses (including the cost of any investigation and preparation) incurred in connection therewith (provided that any legal expenses shall be limited to one counsel for all Protected Parties taken as a whole and if reasonably necessary, a single local counsel for all Protected Parties taken as a whole in each relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions) and, solely in the case of an actual or perceived conflict of interest between Protected Parties where the Protected Parties affected by it such conflict inform you of such conflict, one additional counsel in each relevant jurisdiction to each group of affected Protected Party similarly situated taken as a whole). The Borrower also agrees to indemnify and hold such Protected Party harmless against any and all losses, claims, damages or liabilities to any such person in connection with or as a result of either this arrangement or any matter referred to in the Letters (whether or not such GSS Indemnified Party's appearing investigation, litigation, claim or proceeding is brought by you, your equity holders or creditors or a Protected Party and preparing whether or not any such Protected Party is otherwise a party thereto), except to appear as the extent that such loss, claim, damage or liability (a) has been found by a witnessfinal, includingnon-appealable judgment of a court of competent jurisdiction to have resulted from (x) the gross negligence, without limitation, bad faith or willful misconduct of such Protected Party or its Related Protected Party in performing the reasonable fees and disbursements services that are the subject of the Letters or (y) a material breach of the obligations of such Protected Party or its legal counsel.
Related Protected Party under the Letters or the Loan Documents; or (b) GSS agrees arises from any dispute among Protected Parties or any Related Protected Parties of the foregoing other than any claims against a Protected Party in its capacity or in fulfilling its role as an agent or arranger role with respect to the Bridge Facility and other than any claims arising out of any act or omission on the part of the Borrower or its affiliates or the Acquired Business (collectively, the “Indemnification Carve-outs”). In addition, such indemnity shall not, as to any Protected Party, be available with respect to any settlements effected without the Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed), but if settled with your consent, you agree to indemnify Commandand hold harmless each Protected Party in the manner set forth above (for the avoidance of doubt, it being understood that if there is a final judgment in any such proceeding, the indemnity set forth above shall apply (subject to the exceptions thereto set forth above)). If for any reason (other than the Indemnification Carve-outs) the foregoing indemnification is unavailable to such Protected Party or insufficient to hold it harmless, then the Borrower will contribute to the amount paid or payable by such Protected Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of (i) the Borrower and the Acquired Business and their respective affiliates, shareholders, partners, members or other equity holders on the one hand and (ii) such Protected Party on the other hand in the matters contemplated by the Letters as well as the relative fault of (x) the Borrower and the Acquired Business and their respective affiliates, shareholders, partners, members or other equity holders on the one hand and (y) such Protected Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Borrower under this paragraph will be in addition to any liability which the Borrower may otherwise have, will extend upon the same terms and conditions to any affiliate of such Protected Party and the partners, members, directors, agents, employees and controlling persons (if any), as the case may be, of such Protected Party and any such affiliate, and will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrower, such Protected Party, any such affiliate and any such person. The Borrower also agrees that neither any Protected Party nor any of such affiliates, partners, members, directors, agents, employees or controlling persons will have any liability to the Borrower or any person asserting claims on behalf of or in right of the Borrower or any other person in connection with or as a result of either this arrangement or any matter referred to in the Letters, except in the case of the Borrower to the extent that any losses, claims, damages, liabilities or expenses incurred by the Borrower or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Protected Party in performing the services that are the subject of the Letters or the material breach by such Protected Party of its obligations under the Letters; provided, however, that in no event will such Protected Party or such other parties have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Protected Party’s or such other parties’ activities related to the Letters. Neither the Borrower nor any of its affiliates will be responsible or liable to the Protected Parties or any other person or entity for any indirect, special, punitive or consequential damages that may be alleged as a result of the Acquisition, the Letters, the Bridge Facility, the Transactions or any related transaction contemplated hereby or thereby or any use or intended use of the proceeds of the Bridge Facility; provided, that nothing in this sentence shall limit your indemnity and reimbursement obligations set forth in this Section 5 with respect to any action, proceeding or investigation brought against any Protected Party. The provisions of this Section 5 will survive any termination or completion of the arrangement provided by the Letters. For purposes hereof, a “Related Protected Party” of a Protected Party means (a) any controlling person or controlled affiliate of Command and each of their such Protected Party, (b) the respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives (each, a "Command Indemnified Party") and hold each or employees of them harmless against any actions, judgments, claims, losses, damages, expenses, liabilities, joint or several, to which any Command Indemnified such Protected Party may become liable, directly or indirectly, arising out of, or relating to, the Engagement or this Consulting Agreement and solely to the extent directly and proximately caused by the gross negligence or willful misconduct of GSS or GP (or any of their respective partners, shareholders, directors, officers, employees, agents, its controlling persons or controlled affiliates and representatives(c) during the Term, including but not limited to reimbursement for all respective agents of Command's fees, costs, reasonable attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities resulted from the gross negligence or willful misconduct of any Command Indemnified Party. GSS further agrees to reimburse each Command Indemnified Protected Party immediately upon request for all expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit proceeding or investigation, directly or indirectly, arising out of, or relating to, this Consulting Agreement or GSS's services hereunder. Moreover, in no event, regardless of the legal theory advanced, shall GSS be liable for any consequential, indirect, incidental, punitive or special damages of any nature. In no event shall GSS' liability (whether direct, indirect, contract or otherwise) directly or indirectly relating to or in connection with this Consulting Agreement exceed the fees received by GSS from Command during the months that any such liability of GSS under this paragraph arose. In the event that a Command Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against GSS, or any of their affiliates its controlling persons or controlled affiliates, in which such Command Indemnified Party is not named as a defendant, GSS agrees to reimburse Command for all out-of-pocket expenses incurred by it in connection with such Command Indemnified Party's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements case of its legal counsel.
this clause (c) Each party agrees that, without the prior written consent of the other party hereto, that such party will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not GSS, GP, Command or any other indemnified party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (i) such settlement, compromise, consent or termination includes an unconditional release of each indemnified party from any liabilities arising out acting at the instructions of such claim actionProtected Party, suit, proceeding controlling person or investigation and (ii) such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the parties agree that the terms negotiation of such settlement shall remain confidentialthis Commitment Letter.
(d) Command shall be solely responsible for the performance of Command's services and products. Any representation or covenant, whether express or implied, given by Command to any customer or third party regarding the Command services and products shall be the sole responsibility of Command, and neither GSS nor GP shall be liable for, and each of GSS and GP shall be indemnified against in accordance with paragraph 8(a) (without regard to any exceptions or limitations contained in such paragraph), any failure to comply with such representation or covenant.
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Sources: Commitment Letter (Illumina, Inc.)
Indemnification and Related Matters. (a) Command ADNAS agrees to indemnify GSS and GP, any controlling person of GSS or GP and each of their respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives (each, a an "GSS Indemnified Party") and hold each of them harmless against any actions, judgments, claims, losses, damages, expenses, liabilities, joint or several, to which any GSS Indemnified Party may become liable, directly or indirectly, arising out of, or relating to, this Letter Agreement or the Engagement or this Consulting AgreementEngagement, including but not limited to reimbursement for all GSS or GP fees, costs, reasonable attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities resulted from the gross negligence or willful misconduct of any GSS Indemnified Party. Command ▇▇▇▇▇ further agrees to reimburse each GSS Indemnified Party immediately upon request for all expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit proceeding or investigation, directly or indirectly, arising out of, or relating to, this Consulting Letter Agreement or GP's services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. ▇▇▇▇▇ also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to ADNAS or any person asserting claims on behalf of or in right of ADNAS, directly or indirectly, arising out of, or relating to, this Letter Agreement or GP's services thereunder, unless it is finally judicially determined that such liability resulted from the Engagementgross negligence or willful misconduct of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable for any consequential, indirect, incidental or special damages of any nature. In no event shall the Indemnified Parties' liability (whether direct, indirect, contract or otherwise) directly or indirectly relating to or in connection with this Letter Agreement exceed the advisory fees received by GP during the months that any such liability of the Indemnified Parties arose. In the event that a GSS Indemnified an indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against Command, ADNAS or any affiliate of their affiliates ADNAS in which such GSS Indemnified Party is not named as a defendant, Command . ▇▇▇▇▇ agrees to reimburse GSS or GP for all out-of-pocket expenses incurred by it in connection with such GSS Indemnified Party's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel.
(b) GSS agrees to indemnify Command, any controlling person of Command and each of their respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives (each, a "Command Indemnified Party") and hold each of them harmless against any actions, judgments, claims, losses, damages, expenses, liabilities, joint or several, to which any Command Indemnified Party may become liable, directly or indirectly, arising out of, or relating to, the Engagement or this Consulting Agreement and solely to the extent directly and proximately caused by the gross negligence or willful misconduct of GSS or GP (or any of their respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives) during the Term, including but not limited to reimbursement for all of Command's fees, costs, reasonable attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities resulted from the gross negligence or willful misconduct of any Command Indemnified Party. GSS further agrees to reimburse each Command Indemnified Party immediately upon request for all expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit proceeding or investigation, directly or indirectly, arising out of, or relating to, this Consulting Agreement or GSS's services hereunder. Moreover, in no event, regardless of the legal theory advanced, shall GSS be liable for any consequential, indirect, incidental, punitive or special damages of any nature. In no event shall GSS' liability (whether direct, indirect, contract or otherwise) directly or indirectly relating to or in connection with this Consulting Agreement exceed the fees received by GSS from Command during the months that any such liability of GSS under this paragraph arose. In the event that a Command Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against GSS, or any of their affiliates in which such Command Indemnified Party is not named as a defendant, GSS agrees to reimburse Command for all out-of-pocket expenses incurred by it in connection with such Command Indemnified Party's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel.
(c) Each party ADNAS agrees that, without the GP's prior written consent of the other party heretoconsent, that such party it will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not GSS, GP, Command GP or any other indemnified party Indemnified Party is an actual or potential party to such claim, action, suitsuite, proceeding or investigation), unless (i) such settlement, compromise, consent or termination includes an unconditional release of each indemnified party Indemnified Party from any liabilities arising out of such claim action, suitsuite, proceeding or investigation and (ii) the parties agree that the terms of such settlement shall remain confidential.
(c) The rights of the Indemnified Parties referred to above shall be in addition to any rights that any Indemnified Party may otherwise have.
(d) Command ADNAS shall be solely responsible for the performance and safety of Command's any of the products and services and productsof the ADNAS Business. Any representation or covenant, whether express or implied, given by Command ADNAS to any customer or third party regarding the Command products and services and products of the ADNAS Business shall be the sole responsibility of CommandADNAS, and neither GSS nor GP shall not be liable for, and each of GSS and GP shall be indemnified against in accordance with paragraph 8(a) (without regard to any exceptions or limitations contained in such paragraphSection 7(a), (i) any failure to comply with such representation or covenantcovenant and (ii) any product liability, tort or other claims relating to the ADNAS Business.
(e) Each of the parties hereto represents and warrants that its execution of, and performance of its obligations under, this Letter Agreement shall not constitute or result in a breach or event of default under any agreement to which it is a party, or contravene any applicable law, regulation or fiduciary obligation.
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