Common use of Xxxxxxxxxxxxxxx Clause in Contracts

Xxxxxxxxxxxxxxx. Xx accordance with Section 7.2 of the Sale and Servicing Agreement, the Servicer shall be liable as primary obligor for, and shall indemnify the Owner Trustee (in such capacity or individually) and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the other Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Servicer shall not be liable for or required to indemnify the Owner Trustee from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.1. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party in respect of which indemnity may be sought pursuant to this Section 8.2, such Indemnified Party shall promptly notify the Servicer in writing, and the Servicer upon request of the Indemnified Party shall retain counsel reasonably satisfactory to the Indemnified Party (or, with the consent of the Servicer, counsel selected by the Indemnified Party acceptable to the Servicer) to represent the Indemnified Party and any others the Servicer may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. The Servicer shall not be liable for any settlement of any claim or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Servicer agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Servicer shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding.

Xxxxxxxxxxxxxxx. Xx accordance with Section 7.2 the fullest extent permitted by the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the Sale and Servicing Agreementextent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment, substitution or replacement), the Servicer Company shall be liable as primary obligor forindemnify, hold harmless, defend, pay and shall indemnify the Owner Trustee (in such capacity or individually) and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, reimburse any Covered Person against any and all liabilitieslosses, obligations, lossesclaims, damages, taxesjudgments, claimsfines or liabilities, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and expenses) any amounts expended in settlement of any kind and nature whatsoever claims (collectively, "ExpensesLosses") to which such Covered Person may at become subject by reason of any time act or omission or alleged act or omission performed or omitted to be imposed onperformed by such Covered Person on behalf of the Company in connection with the business of the Company, incurred byincluding pursuant to the Management Agreement; provided, that (i) such Covered Person acted in good faith and in a manner believed by such Covered Person to be in, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Agreementnot opposed to, the other Basic Documents, the Owner Trust Estate, the administration best interests of the Owner Trust Estate Company and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) such Covered Person's conduct did not constitute fraud or willful misconduct, in either case as determined by a final, nonappealable order of a court of competent jurisdiction. In connection with the action or inaction of the Owner Trustee hereunderforegoing, except only that the Servicer shall not be liable for or required to indemnify the Owner Trustee from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.1. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. If any suit, action, suit or proceeding (including any governmental by judgment, order, settlement, conviction, or regulatory investigation)upon a plea of nolo contendere or its equivalent, claim or demand shall be brought or asserted against any Indemnified Party not, of itself, create a presumption that the Covered Person did not act in respect of which indemnity may be sought pursuant to this Section 8.2, such Indemnified Party shall promptly notify the Servicer in writing, and the Servicer upon request of the Indemnified Party shall retain counsel reasonably satisfactory to the Indemnified Party (good faith or, with respect to any criminal proceeding, had reasonable cause to believe that such Covered Person's conduct was unlawful, or that the consent of the Servicer, counsel selected by the Indemnified Party acceptable to the Servicer) to represent the Indemnified Party and any others the Servicer may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. The Servicer shall not be liable for any settlement of any claim Covered Person's conduct constituted fraud or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Servicer agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Servicer shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceedingwillful misconduct.

Xxxxxxxxxxxxxxx. Xx accordance with (x) Xxx Xompany agreex xx xxxxxxxxx and hold harmless Indigo, its employees and representatives and each person who controls Indigo within the meaning of Section 7.2 15 of the Sale and Servicing Agreement, the Servicer shall be liable as primary obligor for, and shall indemnify the Owner Trustee (in such capacity or individually) and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, Securities Act against any and all liabilities, obligations, losses, damages, taxes, claims, actions damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or any other statute or at common law in connection with the performance of its duties described herein and suits, and to reimburse persons indemnified as above for any and all reasonable costs, expenses and disbursements legal or other expense (including reasonable legal fees and expenses) the cost of any kind investigation and nature whatsoever (collectively, "Expenses"preparation) which may at incurred by them in connection with any time be imposed on, incurred by, litigation whether or asserted against the Owner Trustee or any Indemnified Party not resulting in any way relating to or arising out of this Agreementliability, the other Basic Documentsprovided, the Owner Trust Estatehowever, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Servicer shall not be liable for or required to indemnify the Owner Trustee from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.1. The indemnities indemnity agreement contained in this Section 6(a) shall survive not apply to amounts paid in settlement of any such litigation if such settlement is effected without the resignation or termination consent of the Owner Trustee Company, nor shall it apply to Indigo or any person controlling Indigo in respect of any such losses, claims, damages, or liabilities arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon information furnished in writing to the termination Company by Indigo. Indigo agrees within ten days after the receipt by it of this Agreement. If written notice of the commencement of any suit, action, proceeding (including any governmental action against it or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party person controlling it as aforesaid, in respect of which indemnity may be sought pursuant to from the Company on account of the indemnity agreement contained in this Section 8.26(a), such Indemnified Party shall promptly to notify the Servicer Company in writing, and the Servicer upon request writing of the Indemnified Party commencement thereof. The omission of Indigo so to notify the Company of any such action shall retain not relieve the Company from any liability which it may have to Indigo or any person controlling it as aforesaid on account of the indemnity agreement contained in this subsection except to the extent that any such failure in giving notice causes the amounts paid by the Company to be greater than it otherwise would have been. In case any such action shall be brought against Indigo or any such controlling person and Indigo shall notify the Company of the commencement thereof, the Company shall be entitled to participate in (and, to the extent that it shall wish, to direct) the defense thereof at its own expense but such defense shall be conducted by counsel of recognized standing and reasonably satisfactory to Indigo or such controlling person or persons, defendant or defendants in the Indemnified Party (orlitigation; provided, with that the consent of the Servicer, counsel selected by the Indemnified Party acceptable to the Servicer) to represent the Indemnified Party and any others the Servicer may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. The Servicer Company shall not be liable required to pay for any settlement more than one firm of counsel for all indemnified parties, which firm shall be designated by Indigo. The Company agrees to notify Indigo promptly of the commencement of any claim litigation or proceeding effected without its written consent, but if settled against it or in connection with such consent or if there be a final judgment for the plaintiff, the Servicer agrees to indemnify any Indemnified Party from issue and against any loss or liability by reason of such settlement or judgment. The Servicer shall not, without the prior written consent of the Indemnified Party, effect any settlement sale of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party its securities and indemnity could have been sought hereunder by such Indemnified Partyto furnish to Indigo, unless such settlement includes at its request, copies of all pleadings therein and permit Indigo to be an unconditional release observer therein and apprise Indigo of such Indemnified Party from all liability on claims that are developments therein, all at the subject matter of such proceedingCompany's expense.

Xxxxxxxxxxxxxxx. Xx accordance with Section 7.2 the fullest extent permitted by applicable law, each of (a) the Managers, (b) the Unitholders and Members and their respective Affiliates, (c) the stockholders, members, managers, directors, officers, partners, employees and agents of the Sale Unitholders, Members and Servicing Agreementtheir respective Affiliates, (d) the PR and any “designated individual” and (e) the officers and directors of Vivid Seats, the Servicer Company and each of their Subsidiaries (each,an“Indemnitee”) shall be liable as primary obligor for, indemnified and shall indemnify held harmless by the Owner Trustee (in such capacity or individually) and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") Company from and against, against any and all liabilitieslosses, obligations, lossesclaims, damages, taxes, claims, actions and suits, and any and all reasonable costsliabilities, expenses and disbursements (including reasonable legal fees and expenses) of ), judgments, fines, settlements and other amounts arising from any kind and nature whatsoever all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (collectively, "Expenses") “Obligations”), which may at any time may be imposed on, incurred by, or asserted against against, the Owner Trustee or any Indemnified Party in any way relating to Indemnitee as a result of or arising out of this Agreement, the other Basic DocumentsVivid Seats, the Owner Trust EstateCompany, their respective assets, businesses or affairs, or the activities of the Indemnitee on behalf of Vivid Seats, the administration Company or any of their Subsidiaries to the extent within the scope of the Owner Trust Estate or authority reasonably believed to be conferred on such Indemnitee; provided, however, that, to the action or inaction of extent such Indemnitee is not entitled to exculpation with respect to such Obligations pursuant to Section 6.1, the Owner Trustee hereunder, except only that the Servicer Indemnitee shall not be liable entitled to indemnification for any such Obligations to the extent such Indemnitee would not be entitled to exculpation or required indemnification pursuant to indemnify the Owner Trustee articles of incorporation and bylaws of Vivid Seats (as the same may be amended from and against Expenses arising time to time); provided further, that, to the extent such Indemnitee is entitled to exculpation with respect to such Obligations pursuant to Section 6.1, the Indemnitee shall not be entitled to indemnification for any such Obligations to the extent they arise out of such Indemnitee’s (1) material breach of this Agreement or resulting from any other Transaction Document or (2) bad faith violation of the matters described in the third sentence implied contractual covenant of Section 7.1good faith and fair dealing. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. If any suit, action, suit or proceeding (including any governmental by judgment, order, settlement, conviction, or regulatory investigation)upon a plea of nolo contendere, claim or demand its equivalent, shall be brought or asserted against any Indemnified Party in respect not, of which indemnity may be sought itself, create a presumption that the Indemnitee was not entitled to indemnification hereunder. Any indemnification pursuant to this Section 8.2, such Indemnified Party 6.2 shall promptly notify the Servicer in writing, and the Servicer upon request be made only out of the Indemnified Party shall retain counsel reasonably satisfactory to the Indemnified Party (or, with the consent assets of the Servicer, counsel selected by the Indemnified Party acceptable to the Servicer) to represent the Indemnified Party Company and no Member shall have any others the Servicer may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. The Servicer shall not be liable for any settlement of any claim or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Servicer agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Servicer shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all personal liability on claims that are the subject matter of such proceedingaccount thereof.