Indemnified Claims. Means any and all claims, demands, actions, causes of action, judgments, liabilities, damages and consequential damages, penalties, fines,
reasonable costs,
reasonable fees,
reasonable expenses and disbursements (including, without limitation,
the reasonable
and documented fees and expenses of attorneys and other professional consultants and experts in connection with any investigation or
defense), defense) of every kind, known or unknown, existing or hereafter arising, foreseeable or... unforeseeable, which may be imposed upon, threatened or asserted against or incurred or paid by any Indemnified Person at any time and from time to time, because of, resulting from, in connection with from or arising out the breach of any transaction, act, omission, event term or circumstance connected with the Collateral or the Documents condition of this Agreement by Reseller (including but not limited to (i) enforcement of the CPC's rights thereunder by any Indemnified Person or the defense of the CPC's actions of any Indemnified Person thereunder and (ii) Resellers Reseller's access to or use of the Portal), excluding with respect to any Indemnified Persons, any of the foregoing directly caused by such Indemnified Person's gross negligence or willful misconduct.
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Indemnified Claims. Means any and all claims, demands, actions, causes of action, judgments,
suits, liabilities,
obligations, losses, damages and consequential damages, penalties, fines, costs, fees, expenses and disbursements
(including, (including without limitation,
the reasonable and documented fees and expenses of attorneys and other professional consultants and experts in connection with any investigation or
defense), defense) of every kind or nature, known or unknown, existing or hereafter arising,... foreseeable or unforeseeable, which may be imposed upon, threatened or asserted against or incurred or paid by any Indemnified Person at any time and from time to time, because of, of or resulting from, in connection with or in any way relating to or arising out of any of the Credit Facilities, the Collateral or any other transaction, act, omission, event or circumstance in any way connected with the Collateral or contemplated by this Agreement or the other Loan Documents or any action taken or omitted by any such Indemnified Person under or in connection with any of the foregoing (including but not limited to (i) any investigation, litigation, proceeding, enforcement of LENDER's rights or defense of LENDER's actions related to or arising out of this Agreement or the rights thereunder by other Loan Documents), whether or not any Indemnified Person or the defense of the actions of any Indemnified Person thereunder and (ii) Resellers access to or use of the Portal), excluding with respect to any Indemnified Persons, any of the foregoing directly caused by such Indemnified Person's gross negligence or willful misconduct. is a party hereto.
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