Common use of Indemnification by GW Clause in Contracts

Indemnification by GW. (a) GW hereby indemnifies, defends, and holds harmless Monarch from and against any and all damage, loss, liability, and expense (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Indemnified Amounts") arising out of any misrepresentation or breach of warranty, covenant, or agreement made or to be performed by GW pursuant to this Agreement or the Collateral Agreements; provided, however, that GW shall not have any obligation to indemnify Monarch from and against any Indemnified Amounts: (i) until Monarch has incurred Indemnified Amounts in excess of a Fifty Thousand Dollar ($50,000) deductible (after which point GW will be obligated only to indemnify Monarch from and against further such Indemnified Amounts) or thereafter (ii) to the extent the Indemnified Amounts Monarch has incurred exceed a Ten Million Dollar ($10,000,000) aggregate ceiling (after which point GW will have no obligation to indemnify Monarch from and against further such Indemnified Amounts). (b) GW shall not be liable under this Section 5.01 for any settlement effected without its consent of any claim, litigation, or proceeding in respect of which indemnity may be sought hereunder, which consent shall not unreasonably be withheld.

Indemnification by GW. (a) GW hereby indemnifies, defends, and holds harmless Monarch from and against any and all damage, loss, liability, and expense (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Indemnified Amounts") arising out of any misrepresentation or breach of warranty, covenant, or agreement made or to be performed by GW pursuant to this Agreement or the Collateral Agreements; provided, however, that GW shall not have any obligation to indemnify Monarch from and against any Indemnified Amounts: (i) until Monarch has incurred Indemnified Amounts in excess of a Fifty Thousand Dollar ($50,000) deductible (after which point GW will be obligated only to indemnify Monarch from and against further such Indemnified Amounts) or thereafter (ii) to the extent the Indemnified Amounts Monarch has incurred exceed a Ten Six Million Nine Hundred Fifty Thousand Dollar ($10,000,0006,950,000) aggregate ceiling (after which point GW will have no obligation to indemnify Monarch from and against further such Indemnified Amounts). (b) GW shall not be liable under this Section 5.01 for any settlement effected without its consent of any claim, litigation, or proceeding in respect of which indemnity may be sought hereunder, which consent shall not unreasonably be withheld.