Common use of Indemnity and Liability Clause in Contracts

Indemnity and Liability. The Company shall indemnify, defend, exonerate and hold CDM and each of its members, Controlled Affiliates, directors, officers, fiduciaries, employees, attorneys and agents and each of the partners, shareholders, directors, officers, fiduciaries, employees, attorneys and agents of each of the foregoing (collectively, the "Indemnitees") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to the execution, delivery, performance, enforcement or existence of this Agreement (including, without limitation, any indemnification obligation assumed or incurred by any Indemnitee to or on behalf of CDM, or its accountants or other representatives, agents or Controlled Affiliates) except for any such Indemnified Liability arising on account of such Indemnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees shall be liable to the Company or any of its Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. The In consideration of the execution and delivery of this Agreement by the Consultant, the Company shall hereby agrees to indemnify, defend, exonerate and hold CDM the Consultant, and each of its membersrespective partners, Controlled Affiliatesshareholders, affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents and each of the partners, shareholders, affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents of each of the foregoing (collectively, the "IndemniteesINDEMNITEES") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including, including without limitation, reasonable limitation attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to the execution, delivery, performance, enforcement or existence of this Agreement (includingor any services performed under this Agreement, without limitation, any indemnification obligation assumed or incurred by any Indemnitee to or on behalf of CDM, or its accountants or other representatives, agents or Controlled Affiliates) except for any such Indemnified Liability Liabilities arising on account of such Indemnitee's gross negligence or willful misconduct, misconduct and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company shall hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees shall be liable to the Company or any of its Affiliates affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or and/or willful misconduct.

Indemnity and Liability. The Company shall agrees to indemnify, defend, exonerate and hold CDM each of THL, JPMP, and each of its memberstheir respective partners, shareholders, Controlled Affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents and each of the partners, shareholders, directors, officers, fiduciaries, employees, attorneys employees and agents of each of the foregoing (collectively, the "Indemnitees") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including, including without limitation, limitation reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to the execution, delivery, performance, enforcement or existence of this Agreement (including, without limitation, including but not limited to any indemnification obligation assumed or incurred by any Indemnitee to or on behalf of CDMany Sponsor, or its accountants or other representatives, agents or Controlled Affiliates) except for any such Indemnified Liability Liabilities arising on account of such Indemnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company shall hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees shall be liable to the Company or any of its Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful gross negligence or misconduct.

Indemnity and Liability. The In consideration of the execution and delivery of this Agreement by the Advisor, the Company shall hereby agrees to indemnify, defend, exonerate and hold CDM the Advisor, and each of its membersrespective partners, Controlled Affiliatesshareholders, affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents and each of the partners, shareholders, affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents of each of the foregoing (collectively, the "IndemniteesINDEMNITEES") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including, including without limitation, reasonable limitation attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesINDEMNIFIED LIABILITIES"), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to the execution, delivery, performance, enforcement or existence of this Agreement (includingor any services performed under this Agreement, without limitation, any indemnification obligation assumed or incurred by any Indemnitee to or on behalf of CDM, or its accountants or other representatives, agents or Controlled Affiliates) except for any such Indemnified Liability Liabilities arising on account of such Indemnitee's gross negligence or willful misconduct, misconduct and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company shall hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees shall be liable to the Company or any of its Affiliates affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or and/or willful misconduct.

Indemnity and Liability. The Company shall indemnify, defend, defend exonerate and hold CDM each of JPMP, JWC, and each of its memberstheir respective partners, shareholders, Controlled Affiliates, directors, officers, fiduciaries, employees, attorneys and agents and each of the partners, shareholders, directors, officers, fiduciaries, employees, attorneys and agents of each of the foregoing (collectively, the "Indemnitees") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to the execution, delivery, performance, enforcement or existence of this Agreement (including, without limitation, any indemnification obligation assumed or incurred by any Indemnitee to or on behalf of CDMany Sponsor, or its accountants or other representatives, agents or Controlled Affiliates) except for any such Indemnified Liability arising on account of such Indemnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees shall be liable to the Company or any of its Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. The In consideration of the execution, delivery and performance of this Agreement, the Company shall hereby agrees to indemnify, defend, exonerate and hold CDM each of HMP and each of its respective partners, members, Controlled Affiliatesshareholders, affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents and each of the partners, members, shareholders, affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents of each of the foregoing (collectively, the "“Indemnitees"”) free and harmless from and against any and all actions, causes of action, suits, losseslosses (other than diminution in value), liabilities and damages, and expenses in connection therewith, including, including without limitation, reasonable limitation attorneys' ’ fees and disbursements (collectively, the "“Indemnified Liabilities"”), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to the Transaction, the execution, delivery, performance, enforcement or existence of this Agreement (including, without limitation, any indemnification obligation assumed or incurred by any Indemnitee to or on behalf of CDM, or its accountants or other representatives, agents or Controlled Affiliates) the transactions contemplated hereby except for any such Indemnified Liability Liabilities arising on account of such Indemnitee's ’s willful misconduct or gross negligence or willful misconductnegligence, and if and to the extent that the foregoing undertaking may be prohibited by applicable law or otherwise unenforceable for any reason, the Company shall hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees shall be liable to the Company or any of its Affiliates affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute willful misconduct or gross negligence or willful misconductnegligence.

Indemnity and Liability. The In consideration of the execution and delivery of this Agreement by BCM, the Company shall hereby agrees to indemnify, defend, exonerate and hold CDM and each of BCM, and its partners, members, Controlled Affiliatesshareholders, affiliates, persons for which they are acting as nominees, trustees, directors, officers, fiduciaries, employees, attorneys employees and agents and each of the partners, members, shareholders, affiliates, trustees, directors, officers, fiduciaries, employees, attorneys employees and agents of each of the foregoing (collectively, the "Indemnitees"“Indemnities”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including, including without limitation, reasonable limitation attorneys' ’ fees and disbursements (collectively, the "“Indemnified Liabilities"”), incurred by the Indemnitees Indemnities or any of them as a result of, or arising out of, or relating to the execution, delivery, performance, enforcement or existence of this Agreement (including, without limitation, any indemnification obligation assumed or incurred by any Indemnitee to or on behalf of CDM, or its accountants or other representatives, agents or Controlled Affiliates) except for any such Indemnified Liability Liabilities arising on account of such Indemnitee's gross negligence or any of the Indemnities’ willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company shall hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees Indemnities shall be liable to the Company or any of its Affiliates affiliates for any act or omission suffered or taken by such Indemnitee Indemnity that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. The Company shall indemnify, defend, exonerate and hold CDM each of JPMP, JWC, and each of its memberstheir respective partners, shareholders, Controlled Affiliates, directors, officers, fiduciaries, employees, attorneys and agents and each of the partners, shareholders, directors, officers, fiduciaries, employees, attorneys and agents of each of the foregoing (collectively, the "Indemnitees") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to the execution, delivery, performance, enforcement or existence of this Agreement (including, without limitation, any indemnification obligation assumed or incurred by any Indemnitee to or on behalf of CDMany Sponsor, or its accountants or other representatives, agents or Controlled Affiliates) except for any such Indemnified Liability arising on account of such Indemnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees shall be liable to the Company or any of its Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. The In consideration of the execution and delivery of this Agreement by the Advisor, the Company shall hereby agrees to indemnify, defend, exonerate and hold CDM each of the Advisor Entities, and each of its memberstheir respective partners, Controlled Affiliatesshareholders, directors, officers, fiduciaries, employees, attorneys other affiliates and agents and each of the partners, shareholders, directors, officers, fiduciaries, employees, attorneys other affiliates and agents of each of the foregoing (collectively, the "Indemnitees") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including, including without limitation, reasonable limitation attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to the executionMerger or any agreement executed in connection with the Merger, delivery, performance, enforcement or existence of this Agreement (including, without limitation, any indemnification obligation assumed or incurred by any Indemnitee to or on behalf of CDM, or its accountants or other representatives, agents or Controlled Affiliates) except for any such Indemnified Liability Liabilities arising on account of such Indemnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company shall hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees shall be liable to the Company or any of its Affiliates affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. The In consideration of the execution and delivery of this Agreement by THL, the Company shall hereby agrees to indemnify, defend, exonerate and hold CDM each of THL, and its affiliates, and each of its memberstheir respective partners, Controlled Affiliatesshareholders, affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents and each of the partners, shareholders, affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents of each of the foregoing (collectively, the "Indemnitees") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including, including without limitation, limitation reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to the Recapitalization, the Merger, the execution, delivery, performance, enforcement or existence of the Prior Agreement, this Agreement (includingor the transactions contemplated hereby or thereby, without limitation, any indemnification obligation assumed or incurred by any Indemnitee to or on behalf of CDM, or its accountants or other representatives, agents or Controlled Affiliates) except for any such Indemnified Liability Liabilities arising on account of such Indemnitee's gross negligence or willful misconduct, and if and to the extent 4 that the foregoing undertaking may be unenforceable for any reason, the Company shall hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees shall be liable to the Company or any of its Affiliates affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful gross negligence or misconduct.

Indemnity and Liability. The Holdings and the Company shall hereby agree to indemnify, defend, exonerate and hold CDM each of Fenway, and the Fenway Funds, and each of its memberstheir respective partners, Controlled Affiliatesshareholders, affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents and each of the partners, shareholders, affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents of each of the foregoing (collectively, the "Indemnitees") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including, including without limitation, limitation reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to the Acquisition, the execution, delivery, performance, enforcement or existence of this Agreement (including, without limitation, any indemnification obligation assumed or incurred by any Indemnitee to or on behalf of CDM, or its accountants or other representatives, agents or Controlled Affiliates) the transactions contemplated hereby except for any such Indemnified Liability Liabilities arising on account of such Indemnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, Holdings and the Company shall hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees shall be liable to Holdings and the Company or any of its Affiliates affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. The In consideration of the execution and delivery of this Agreement by THL, the Company shall hereby agrees to indemnify, defend, exonerate and hold CDM each of THL, and its affiliates, and each of its memberstheir respective partners, Controlled Affiliatesshareholders, affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents and each of the partners, shareholders, affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents of each of the foregoing (collectively, the "Indemnitees") free and harmless from fro m and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including, including without limitation, limitation reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to the Recapitalization, the execution, delivery, performance, enforcement or existence of this Agreement or the transactions contemplated hereby or thereby (including, without limitation, including but not limited to any indemnification obligation assumed or incurred by any Indemnitee to or on behalf of CDMTRW, or its accountants or other representatives, agents or Controlled Affiliatesaffiliates) except for any such Indemnified Liability Liabilities arising on account of such Indemnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company shall hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees shall be liable to the Company or any of its Affiliates affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful gross negligence or misconduct.

Indemnity and Liability. The In consideration of the execution and delivery of this Agreement by BCM, the Company shall hereby agrees to indemnify, defend, exonerate and hold CDM and each of BCM, and its partners, members, Controlled Affiliatesshareholders, affiliates, persons for which they are acting as nominees, trustees, directors, officers, fiduciaries, employees, attorneys employees and agents and each of the partners, members, shareholders, affiliates, trustees, directors, officers, fiduciaries, employees, attorneys employees and agents of each of the foregoing (collectively, the "IndemniteesIndemnities") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including, including without limitation, reasonable limitation attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees Indemnities or any of them as a result of, or arising out of, or relating to the execution, delivery, performance, enforcement or existence of this Agreement (including, without limitation, any indemnification obligation assumed or incurred by any Indemnitee to or on behalf of CDM, or its accountants or other representatives, agents or Controlled Affiliates) except for any such Indemnified Liability Liabilities arising on account of such Indemniteeany Indemnity's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company shall hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees Indemnities shall be liable to the Company or any of its Affiliates affiliates for any act or omission suffered or taken by such Indemnitee Indemnity that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. The In consideration of the execution and delivery of this Agreement by Bain and the provision of the Equity Investments by the Bain Funds, the Company shall hereby agrees to indemnify, defend, exonerate and hold CDM each of Bain, Xxxx Capital, Inc. and each Bain Fund, and each of its memberstheir respective partners, Controlled Affiliatesshareholders, affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents and each of the partners, shareholders, affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents of each of the foregoing (collectively, the "Indemnitees") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including, including without limitation, reasonable limitation attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to the Recapitalization, the execution, delivery, performance, enforcement or existence of this Agreement or the transactions contemplated hereby (including, without limitation, including but not limited to any indemnification obligation obligations assumed or incurred by any Indemnitee to or on behalf of CDMSeller, or any of its accountants or other representatives, agents or Controlled Affiliatesaffiliates) (collectively, the "Indemnified Liabilities") except for any such Indemnified Liability Liabilities arising on account of such Indemnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company shall hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees shall be liable to the Company or any of its Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. The In consideration of the ----------------------- execution and delivery of this Agreement by Saratoga, the Company shall hereby agrees to indemnify, defend, exonerate and hold CDM each of Saratoga and its affiliates, and each of its memberstheir respective partners, Controlled Affiliatesshareholders, affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents and each of the partners, shareholders, affiliates, directors, officers, fiduciaries, employees, attorneys employees and agents of each of the foregoing (collectively, the "Indemnitees") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including, including without limitation, limitation reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to the Recapitalization, the execution, delivery, performance, enforcement or existence of this Agreement (including, without limitation, any indemnification obligation assumed or incurred by any Indemnitee to the transactions contemplated hereby or on behalf of CDM, or its accountants or other representatives, agents or Controlled Affiliates) thereby except for any such Indemnified Liability Liabilities arising solely on account of such IndemniteeIn demnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company shall hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees shall be liable to the Company or any of its Affiliates affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

Indemnity and Liability. The In consideration of the execution and delivery of this Agreement by CSFB, the Company shall hereby agrees to indemnify, defend, exonerate and hold CDM each of CSFB, and each of its members, Controlled Affiliatesaffiliates, directors, officers, fiduciaries, employees, attorneys employees and agents and each of the partners, shareholders, affiliates, directors, officers, fiduciaries, employeesemployees and agents, advisors and attorneys and agents of each of the foregoing (collectively, the "IndemniteesINDEMNITEES") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including, including without limitation, reasonable limitation attorneys' fees and disbursements (collectively, the "Indemnified LiabilitiesLIABILITIES"), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to the ICON Restructuring, the execution, delivery, performance, enforcement or existence of this Agreement or the transactions contemplated hereby (including, without limitation, including but not limited to any indemnification obligation obligations assumed or incurred by any Indemnitee to or on behalf of CDMIndemnitee) (collectively, or its accountants or other representativesthe "INDEMNIFIED LIABILITIES"), agents or Controlled Affiliates) except for any such Indemnified Liability Liabilities arising on account of such Indemnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company shall hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. None of the Indemnitees shall be liable to the Company or any of its Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct.

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