Marquee Raine Acquisition Corp.
Raine Securities right to indemnification or contribution or payment of the Fees in accordance with the terms of this Agreement. Without limiting the foregoing, notwithstanding the expiration or termination of this Agreement, the provisions of this Agreement shall survive and remain operative in accordance with their respective terms.
3. Scope of Liability. None of Raine Securities or any of its affiliates or their respective control persons, members, managers, directors, officers, employees or agents shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Client or to any other person for any error of judgment or for any claim, loss, damage, liability or expense suffered by the Client or any such other person in connection with, related to or arising out of the matters to which the Engagement relates except to the extent that any such claim, loss, damage, liability or expense is found in a final non-appealable judgment to constitute willful misconduct or gross negligence on the part of Raine Securities.
4. Indemnity and Contribution. Recognizing that transactions of the type contemplated by the Engagement sometimes result in litigation and that Raine Securities role is limited to acting in the capacities described herein, the Client agrees to indemnify Raine Securities and its affiliates and their respective control persons, members, managers, directors, officers, employees and agents (each, including Raine Securities, an Indemnified Person) to the full extent lawful against any and all claims, losses, damages, liabilities and expenses as incurred (including all reasonable fees and disbursements of each such Indemnified Persons counsel and all reasonable travel and other out-of-pocket expenses incurred by each such Indemnified Person in connection with investigation of and preparation for any such pending or threatened claims and any litigation or other proceedings arising therefrom) arising out of any actual or proposed Transaction or the Engagement; provided; however, there shall be excluded from such indemnification any such claim, loss or expense that arises primarily out of or is based primarily upon any action or failure to act by any Indemnified Person, other than an action or failure to act undertaken at the request or with the consent of the Client, that is found in a final non-appealable judgment to constitute willful misconduct or gross negligence on the part of any Indemnified Person.
The Client shall be notified in writing by Raine Securities if any action, suit or investigation (an Action) is commenced against Raine Securities or, so long as Raine Securities has actual knowledge of such Action, any other Indemnified Person, within a reasonable time after Raine Securities or any other Indemnified Person shall have been served with a summons or other first legal process, but failure so to notify the Client shall not relieve the Client from any liability that it may have hereunder, except to the extent that such failure so to notify the Client materially prejudices the Clients rights. The Client may assume, at its own expense, the defense of any Action exercisable upon written notice to Raine Securities and any such Indemnified Person(s), if applicable, within 30 days of notice by Raine Securities or such Indemnified Person provided pursuant to the preceding sentence and the Client will have no liability for any legal costs of such Indemnified Person subsequently incurred except as set forth below, and such defense shall be conducted by counsel chosen by the Client and reasonably satisfactory to Raine Securities and such Indemnified Person(s), if applicable. The Indemnified Person shall have the right to