the Facility, the syndication thereof and the preparation of the definitive documentation therefor, and with any other aspect of the Transaction and any similar transaction and any of the other transactions contemplated thereby. You acknowledge that we may receive a benefit consisting of the provision of services from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.
You hereby agree to indemnify and hold harmless each Commitment Party, each Lender and each of their respective affiliates and the respective officers, directors, employees, agents, advisors and other representatives of each of the foregoing (each an Indemnified Party; provided, however, Indemnified Party shall not include any such person acting solely in its capacity as a financial advisor retained by the Parent or one of its affiliates in connection with the Merger) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) 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 Transaction and any of the other transactions contemplated thereby or (b) the Facility, or any use made or proposed to be made with the proceeds thereof (IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNIFIED PARTY), except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from (i) such Indemnified Partys gross negligence, bad faith or willful misconduct, (ii) such Indemnified Partys material breach of its obligations under this Commitment Letter or the Fee Letter, or (iii) disputes solely among Indemnified Parties not arising from or in connection with any act or omission by you or any of your affiliates (other than any Proceedings (as hereinafter defined) against a Commitment Party in its capacity or in fulfilling its role as an administrative agent or arranger or other similar role under the Facility). In the case of an investigation, litigation or proceeding (any of the foregoing, a Proceeding) to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equityholders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not any aspect of the Transaction is consummated. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your subsidiaries or affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the Transactions, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from (x) such Indemnified Partys gross negligence, bad faith or willful misconduct or (y) such Indemnified Partys material breach of its obligations under this Commitment Letter or the Fee Letter; provided, that you shall be responsible for the fees and expenses of only one counsel for all Indemnified Parties in connection with indemnification claims arising out of the same facts or circumstances and, if necessary or advisable in the judgment of a Commitment Party, a single local counsel to the Indemnified Parties in each relevant jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each applicable jurisdiction to all affected Indemnified Parties or similarity situated Indemnified Parties. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnified Party as determined by a final and nonappealable judgment of a court of competent jurisdiction. You shall not be liable under the foregoing indemnity for any settlement of any Proceeding effected without your prior written consent (which consent shall not be unreasonably withheld or delayed), but if settled with your prior written consent or if