Common use of Indemnification Generally Clause in Contracts

Indemnification Generally. The Company shall indemnify the Purchaser and its Affiliates, and their respective directors, officers, shareholders and other equity holders, partners, members, attorneys, accountants, agents, advisors, representatives and employees and, as applicable, their respective heirs, successors and permitted assigns (each of the foregoing, in such capacity (as applicable), a “Purchaser Indemnified Party”) from and against any and all losses, damages, liabilities, fines, costs, claims, charges, actions, proceedings, demands, judgments, settlement costs and expenses of any nature whatsoever (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses), whether joint or several (any of the foregoing, a “Loss”) resulting from any breach of a representation, warranty or covenant by the Company. The Purchaser shall indemnify the Company and its Affiliates, and their respective directors, trustees, officers, shareholders and other equity holders, partners, members, attorneys, accountants, agents, advisors, representatives and employees and, as applicable, their respective heirs, successors and permitted assigns (each of the foregoing, in such capacity (as applicable), a “Company Indemnified Party”; each Company Indemnified Party and Purchaser Indemnified Party, (an “Indemnified Party”) from and against any and all Losses resulting from any breach of a representation, warranty or covenant by the Purchaser.

Indemnification Generally. (1) The Company shall indemnify the Purchaser and its Affiliates, and their respective directors, officers, shareholders and other equity holders, partners, members, attorneys, accountants, agents, advisors, representatives and employees and, as applicable, their respective heirs, successors and permitted assigns (each of the foregoing, in such capacity (as applicable), a “Purchaser Indemnified Party”) from and against any and all losses, damages, liabilities, fines, costs, claims, charges, actions, proceedings, demands, judgments, settlement costs and expenses of any nature whatsoever (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses), whether joint or several (any of the foregoing, a “Loss”) resulting from any breach of a representation, warranty or covenant by the Company. The Purchaser shall indemnify the Company and its Affiliates, and their respective directors, trustees, officers, shareholders and other equity holders, partners, members, attorneys, accountants, agents, advisors, representatives and employees and, as applicable, their respective heirs, successors and permitted assigns (each of the foregoing, in such capacity (as applicable), a “Company Indemnified Party”; each Company Indemnified Party and Purchaser Indemnified Party, (an “Indemnified Party”) from and against any and all Losses resulting from any breach of a representation, warranty or covenant by the Purchaser. (2) The Company shall indemnify the Purchaser Indemnified Parties from and against any and all Losses to which any such Indemnified Party may become subject, arising out of or in connection with the transactions contemplated by this Agreement, or any Proceeding, including, without limitation, any shareholder derivative claim or any claim by a holder of Common Shares resulting from the allocation of "phantom income" to such holder as a result of the provisions of Section 7.5 of this Agreement, relating to any of the foregoing, regardless of whether any such Indemnified Party is a party thereto, only to the extent such matter is initiated by a third party or results from a matter initiated by a third party, and to reimburse each such Indemnified Party upon demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any Indemnified Party, apply to Losses to the extent they are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from the willful misconduct or gross negligence of such Indemnified Party (provided that breaches of fiduciary duty themselves will be deemed not to constitute willful misconduct or gross negligence per se for purposes of this Section 8.1(2) unless there is an express finding by such court that said breach of fiduciary duty was the result of willful misconduct or gross negligence). Notwithstanding any other provision of this Agreement, no Indemnifying Party shall be liable for any indirect, special, punitive or consequential damages in connection with this Agreement, the Convertible Preferred Shares or Common Shares issuable upon conversion thereof or any related transaction or any Proceeding relating to any of the foregoing. The Company shall not be liable for any settlement of any Proceeding effected without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed or conditioned), but if settled with the Company’s prior written consent, or if there is a final judgment against an Indemnified Party in any such Proceeding, the Company agrees to indemnify and hold harmless each Indemnified Party in the manner set forth above.