damage or expense shall be proven to result directly from the gross negligence or willful misconduct of such person. In no event will the Manager or any of its Related Parties be liable to the Company for special, indirect, punitive or consequential damages, including, without limitation, loss of profits or lost business, even if the Manager has been advised of the possibility of such damages. Under no circumstances will the liability of the Manager and its Related Parties exceed, in the aggregate, the fees actually paid to the Manager hereunder.
6. Indemnification by the Company. The Company shall indemnify and hold harmless the Manager and its Related Parties (collectively, the Indemnified Persons and each individually as an Indemnified Person) from and against any and all claims, labilities, losses, damages and expenses incurred by any Indemnified Person (including reasonable fees and disbursements of the respective Indemnified Persons counsel) as a result of any action, suit, proceeding or demand against the Indemnified Person by a third party that (a) are related to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company or (ii) actions taken or omitted to be taken by an Indemnified Person with the Companys written consent or in conformity with the Companys written instructions or (b) are otherwise related to or arise out of the Managers engagement hereunder, and will reimburse each Indemnified Person for all reasonable out-of-pocket costs and expenses, including reasonable fees of any Indemnified Persons counsel, as they are incurred, in connection with investigating, preparing for, defending, or appealing any action, formal or informal claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, caused by or arising out of or in connection with the Managers acting pursuant to its engagement hereunder, whether or not any Indemnified Person is named as a party thereto and whether or not any liability results therefrom. The Company will not, however, be responsible to any Indemnified Person for any claims, liabilities, losses, damages or expenses pursuant to the preceding sentence that have resulted from the gross negligence or willful misconduct of such Indemnified Person. The Company also agrees that neither the Manager nor any other Indemnified Person shall have any liability to the Company for or in connection with the Managers engagement hereunder, except in the case of the Manager for any such liability for claims, liabilities, losses, damages, or expenses incurred by the Company that have resulted from the gross negligence or willful misconduct of the Manager. The Company further agrees that it shall not, without the prior written consent of the Manager, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of the Manager and each other Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceeding. The Company hereby acknowledges that the foregoing indemnity shall be applicable to all claims, liabilities, losses, damages or expenses that have resulted from or are alleged to have resulted from the active or passive or the sole, joint or concurrent ordinary negligence of the Manager or any other Indemnified Person.
The foregoing right to indemnity shall be in addition to any rights that the Manager and/or any other Indemnified Person may have at common law or otherwise and shall remain in full force and effect following the completion or any termination of this Agreement.