Indemnification by the Issuers. (a) The Issuers shall indemnify and hold harmless the Holder, the Affiliates of the Holder, and each of their respective officers, directors, members, partners, employees, agents, advisors and other representatives of the foregoing (each, an “Indemnified Person”, and collectively, the “Indemnified Persons”) from and against any and all liabilities, losses, damages, claims, or out-of-pocket expenses (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one external counsel to all Indemnified Persons taken as a whole and, if reasonably necessary, one local counsel for all Indemnified Persons taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnified Persons similarly situated) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnified Person in any way relating to or arising out of or in connection with any actual or prospective claim, litigation, investigation or proceeding relating to this Note or any other Note Document (but not, for the avoidance of doubt, the Settlement Agreement or any other agreement in writing between the Issuers and the Holder), whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) (a “Proceeding”) and regardless of whether any Indemnified Person is a party thereto or
Appears in 1 contract