Common use of Reimbursement of Expenses Clause in Contracts

Reimbursement of Expenses. The Issuer and or Masterworks Cayman shall promptly reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks Cayman, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or Masterworks Cayman, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld.

Reimbursement of Expenses. The Issuer applicable Series and or Masterworks Cayman applicable Segregated Portfolio shall promptly reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer applicable Series or Masterworks Cayman, as applicable, Segregated Portfolio for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer applicable Series or Masterworks CaymanSegregated Portfolio, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the IssuerCompany, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the IssuerCompany, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer Company or Masterworks Cayman, as applicable, in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld.

Reimbursement of Expenses. The Issuer and or Masterworks Cayman shall promptly reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks Cayman, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or Masterworks CaymanIssuer, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld.

Reimbursement of Expenses. The Issuer and or Masterworks Cayman shall promptly Borrowers agree to reimburse (and/or advance i) Agent for all reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent reasonably required) each Protected Person for reasonable legal determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or other expenses (as incurred) willful misconduct of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks Cayman, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, extent such Protected Persons shall jointly employ, at the expense of the Issuer or Masterworks Cayman, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create costs and expenses result from a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a third party final and nonappealable judgment from a court of competent judgment in connection with which any Protected Person is seeking indemnification, then Borrowers' favor on such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheldclaim.

Reimbursement of Expenses. The Issuer Issuer, the Segregated Portfolio and or Masterworks Cayman Holdco (“Indemnifying Parties”) shall promptly reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 45; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks CaymanIndemnifying Parties, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 45. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or Masterworks CaymanIndemnifying Parties, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the IssuerIndemnifying Parties, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld.

Reimbursement of Expenses. The Issuer and or Masterworks MW Cayman shall promptly reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks MW Cayman, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or Masterworks MW Cayman, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld.

Reimbursement of Expenses. The Issuer and or Masterworks Cayman Fund shall promptly reimburse each Protected Person (and/or advance upon receipt of an undertaking by or on behalf of such Protected Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Fund as authorized in this Section 5(b), or as may otherwise be required by the Investment Company Act) the attorneys’ fees and other fees, costs and expenses (as incurred to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurredpermitted by the Investment Company Act) of such each Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit lawsuit, action or other proceeding relating to any Liabilities for which the such Protected Person may be indemnified pursuant to this Section 45(b); provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks Caymanthat, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined by a court of competent jurisdiction that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action5(b), suit or proceeding against Protected Persons, then such Protected Persons Person shall jointly employ, at the expense of the Issuer repay such reimbursed or Masterworks Cayman, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory advanced amounts to the IssuerFund; provided, further, that the advancement of reasonable legal or other expenses (as incurred) provided by this Section 5(b) shall not be permitted if the related claim, lawsuit or other proceeding has been brought forth by a Majority-In-Interest (as defined in the Fund’s limited liability company agreement, as amended from time to time). Notwithstanding the foregoing or any other provision herein, in such action, suit or proceeding; provided the event that if retention it is finally judicially determined (including by way of joint counsel by such Protected Persons would create another applicable court of competent jurisdiction overturning a conflict prior decision of interest, each a court of first instance) that a Protected Person whose participation did not engage in the conduct described in the final paragraph of Section 5(a), then the exculpation, indemnification, advancement and reimbursement terms described in the introduction of Section 5 and this Section 5(b) (including such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel entitlement to indemnification and reimbursement) shall be reasonably satisfactory to the Issuer in applied and determined based solely on such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheldfinal judicial determination.

Reimbursement of Expenses. The Art Holdco, t he Issuer and or Masterworks Cayman Collection shall jointly and severally promptly reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer or and Masterworks Cayman, as applicable, Collection for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or and Masterworks CaymanCollection, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the IssuerIssuer and Masterworks Collection, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the IssuerIssuer and Masterworks Collection, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer and Masterworks Collection in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld. Although the reimbursement obligation herein is joint and several, the Parties separately agree that after such payments are made by any Party, any such payments reasonably relating to the Painting shall be shared in proportion to the Parties’ respective ownership interests in Art Holdco. Any payments reasonably relating to the Company, shall be borne by the Company. Any Party may seek reimbursement to the extent it has made an indemnification payment that is intended to be borne by another Party.

Reimbursement of Expenses. The Issuer and or Masterworks Cayman Company shall promptly reimburse (and/or advance upon receipt of an undertaking by or on behalf of such Protected Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the extent reasonably requiredCompany as authorized in this Section 11.2, or as may otherwise be required by the Investment Company Act) each Protected Person for reasonable legal or the attorneys’ fees and other fees, costs and expenses (as incurredincurred to the extent permitted by the Investment Company Act) of such each Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit lawsuit, action or other proceeding relating to any Liabilities for which the such Protected Person may be indemnified pursuant to this Section 411.2; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks Caymanthat, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined by a court of competent jurisdiction that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action11.2, suit then such Protected Person shall repay such reimbursed or proceeding against advanced amounts to the Company; provided, further, that no amounts shall be advanced or reimbursed with respect to disputes solely among Protected Persons, such Protected Persons shall jointly employ, at . Notwithstanding the expense of the Issuer foregoing or Masterworks Cayman, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuerany other provision herein, in such action, suit or proceeding; provided the event that if retention it is finally judicially determined (including by way of joint counsel by such Protected Persons would create another applicable court of competent jurisdiction overturning a conflict prior decision of interest, each a court of first instance) that a Protected Person whose participation did not engage in the conduct described in the final paragraph of Section 11.2(a), then the exculpation, indemnification, advancement and reimbursement terms described in Section 11.1 and this Section 11.2(b) (including such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel entitlement to indemnification and reimbursement) shall be reasonably satisfactory to the Issuer in applied and determined based solely on such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheldfinal judicial determination.

Reimbursement of Expenses. The Issuer and or Masterworks Cayman shall promptly reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks CaymanIssuer, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or Masterworks CaymanIssuer, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld.

Reimbursement of Expenses. The Issuer and or Masterworks Cayman Fund shall promptly reimburse (and/or advance upon receipt of an undertaking by or on behalf of such Protected Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the extent reasonably requiredFund as authorized in this Section 5(b), or as may otherwise be required by the Investment Company Act) each Protected Person for reasonable legal or the attorneys’ fees and other fees, costs and expenses (as incurredincurred to the extent permitted by the Investment Company Act) of such each Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit lawsuit, action or other proceeding relating to any Liabilities for which the such Protected Person may be indemnified pursuant to this Section 45(b); provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks Caymanthat, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined by a court of competent jurisdiction that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action5(b), suit or proceeding against Protected Persons, then such Protected Persons Person shall jointly employrepay such reimbursed or advanced amounts to the Fund; provided, at further, that the expense advancement of reasonable legal or other expenses (as incurred) provided by this Section 5(b) shall not be permitted if the related claim, lawsuit or other proceeding has been brought forth by a majority-in-interest of the Issuer shareholders. Notwithstanding the foregoing or Masterworks Cayman, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuerany other provision herein, in such action, suit or proceeding; provided the event that if retention it is finally judicially determined (including by way of joint counsel by such Protected Persons would create another applicable court of competent jurisdiction overturning a conflict prior decision of interest, each a court of first instance) that a Protected Person whose participation did not engage in the conduct described in the final paragraph of Section 5(a), then the exculpation, indemnification, advancement and reimbursement terms described in the introduction of Section 5 and this Section 5(b) (including such joint representation would cause such a conflict shall have the right to employ, at the expense of the Issuer, separate counsel of the respective Protected Person’s choice, which counsel entitlement to indemnification and reimbursement) shall be reasonably satisfactory to the Issuer in applied and determined based solely on such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld.final judicial determination. (c)

Reimbursement of Expenses. The Issuer and or Masterworks MW Cayman shall promptly reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section 4; provided, that such Protected Person executes a written undertaking to repay the Issuer or Masterworks MW Cayman, as applicable, for such reimbursed or advanced expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section 4. In any action, suit or proceeding against Protected Persons, such Protected Persons shall jointly employ, at the expense of the Issuer or Masterworks CaymanIssuer, counsel of the Protected Persons’ choice, which counsel shall be reasonably satisfactory to the Issuer, in such action, suit or proceeding; provided that if retention of joint counsel by such Protected Persons would create a conflict of interest, each Protected Person whose participation in such joint representation would cause such a conflict shall have the right to employ, at the expense of the IssuerIssuer or MW Cayman, separate counsel of the respective Protected Person’s choice, which counsel shall be reasonably satisfactory to the Issuer in such action, suit or proceeding; provided, however, that if any indemnitor shall acknowledge in writing its liability to the Protected Person for any action, suit or proceeding brought by a third party in connection with which any Protected Person is seeking indemnification, then such indemnitor shall be entitled to select the counsel to defend such action, suit or proceeding, subject to the approval of the Protected Person, which approval shall not be unreasonably withheld.