financial statements of Parent, the Target and your or their respective subsidiaries that are publicly filed. If you advise the Lead Arranger in writing within a reasonable period of time (including by email) prior to dissemination that any of the foregoing items should be distributed only to Private Siders, then the Lead Arranger will not distribute such materials to Public Siders without your consent.
4. Fees, Expenses and Indemnities.
(a) You agree to pay the fees set forth in the fee letter addressed to you dated the date hereof from the Commitment Parties to you (the Fee Letters). If the Acquisition is consummated, you also agree to reimburse the Commitment Parties from time to time on demand for all reasonable and documented out-of-pocket fees and expenses (including, but not limited to, the reasonable and documented fees, disbursements and other charges of counsel to the Lead Arranger and the Administrative Agent, and of any special and local counsel to the Commitment Parties retained by the Lead Arranger, and due diligence expenses, but limited to one counsel to the Administrative Agent and the Commitment Parties taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction (and, in the case of an actual or reasonably perceived conflict of interest where the Commitment Party affected by such conflict notifies you of the existence of such conflict, of another firm of counsel for each group of similarly affected Commitment Parties in each relevant jurisdiction)) incurred in connection with the Commitment Letter, the Fee Letter, the Term Loan Facility, the syndication thereof, the preparation of the Credit Documentation therefor and the other transactions contemplated hereby.
(b) You also agree to indemnify and hold harmless each of the Commitment Parties, each other Lender and each of their affiliates and controlling persons, successors and assigns and their respective officers, directors, employees, agents, advisors and other representatives (each, an Indemnified Party) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and reasonable and documented expenses (including, without limitation, the legal expenses of one firm of counsel for all Indemnified Parties, taken as a whole, and if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions (and, in the case of an actual or reasonably perceived conflict of interest where the Indemnified Party affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, of another firm of counsel for each group of similarly affected Indemnified Parties in each relevant jurisdiction)) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any aspect of the Transactions or any of the other transactions contemplated herein or (b) the Term Loan Facility and any other financings, or any use made or proposed to be made with the proceeds thereof, except to the extent (i) such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Partys (A) gross negligence or willful misconduct or (B) material breach of its obligations under this Commitment Letter; (ii) arising out of any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of you or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding in its capacity as an agent or arranger under the Term Loan Facility) as determined in a final, non-appealable judgment by a court of competent jurisdiction; or (iii) any settlement is entered into by such Indemnified Party without your written consent (such consent not to be unreasonably withheld, conditioned or delayed) but if there is a judgment of a court of competent jurisdiction in any such proceeding, or you consent to such settlement, you agree to indemnify and hold harmless such Indemnified Party in the manner set forth above. In the