RESPECT OF THE LEGAL EXPENSES OF ALL
INDEMNITEES IN CONNECTION WITH ANY THIRD PARTY CLAIM OR RELATED THIRD PARTY
CLAIMS IN THE SAME JURISDICTION, BE LIABLE FOR THE REASONABLY INCURRED FEES AND
EXPENSES OF MORE THAN ONE SEPARATE FIRM (IN ADDITION TO ANY LOCAL COUNSEL) FOR
ALL INDEMNITEES.
(D)
NO SETTLEMENT BY INDEMNITEE WITHOUT CONSENT.
UNLESS THE
INDEMNIFYING PARTY HAS FAILED TO MANAGE THE DEFENSE OF THE THIRD PARTY CLAIM IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, OR HAS FAILED TO NOTIFY AN
INDEMNITEE THAT IT WILL ASSUME RESPONSIBILITY AS PROVIDED IN SECTION 2.5(B), NO
INDEMNITEE MAY SETTLE OR COMPROMISE ANY THIRD PARTY CLAIM WITHOUT THE CONSENT OF
THE INDEMNIFYING PARTY.
SECTION 2.6
ADDITIONAL MATTERS REGARDING INDEMNIFICATION.
(A)
SUBSTITUTION.
IN THE EVENT OF AN ACTION IN WHICH THE INDEMNIFYING
PARTY IS NOT A NAMED DEFENDANT, IF EITHER THE INDEMNITEE OR THE INDEMNIFYING
PARTY SHALL SO REQUEST, THE PARTIES SHALL ENDEAVOR TO SUBSTITUTE THE
INDEMNIFYING PARTY FOR THE NAMED
7
DEFENDANT.
IF SUCH SUBSTITUTION OR ADDITION CANNOT BE ACHIEVED FOR ANY REASON
OR IS NOT REQUESTED, THE RIGHTS AND OBLIGATIONS OF THE PARTIES REGARDING
INDEMNIFICATION AND THE MANAGEMENT OF THE DEFENSE OF CLAIMS AS SET FORTH IN THIS
ARTICLE II SHALL NOT BE ALTERED.
(B)
SUBROGATION.
IN THE EVENT OF PAYMENT BY OR ON BEHALF OF ANY
INDEMNIFYING PARTY TO OR ON BEHALF OF ANY INDEMNITEE IN CONNECTION WITH ANY
THIRD PARTY CLAIM, SUCH INDEMNIFYING PARTY SHALL BE SUBROGATED TO AND SHALL
STAND IN THE PLACE OF SUCH INDEMNITEE, IN WHOLE OR IN PART BASED UPON WHETHER
THE INDEMNIFYING PARTY HAS PAID ALL OR ONLY PART OF THE INDEMNITEE'S LIABILITY,
AS TO ANY EVENTS OR CIRCUMSTANCES IN RESPECT OF WHICH SUCH INDEMNITEE MAY HAVE
ANY RIGHT, DEFENSE OR CLAIM RELATING TO SUCH THIRD PARTY CLAIM AGAINST ANY
CLAIMANT OR PLAINTIFF ASSERTING SUCH THIRD PARTY CLAIM OR AGAINST ANY OTHER
PERSON.
SUCH INDEMNITEE SHALL COOPERATE WITH SUCH INDEMNIFYING PARTY IN A
REASONABLE MANNER, AND AT THE COST AND EXPENSE OF SUCH INDEMNIFYING PARTY, IN
PROSECUTING ANY SUBROGATED RIGHT, DEFENSE OR CLAIM.
SECTION 2.7
SURVIVAL OF INDEMNITIES.
THE RIGHTS AND OBLIGATIONS OF
MHG LLC AND MORGANS GROUP LLC UNDER THIS ARTICLE II SHALL SURVIVE THE SALE OR
OTHER TRANSFER BY ANY PARTY OF ANY ASSETS OR BUSINESSES OR THE ASSIGNMENT BY IT
OF ANY LIABILITIES OR THE SALE BY ANY MEMBER OF THE MHG LLC GROUP OR THE MORGANS
GROUP LLC GROUP OF THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OF ANY SUBSIDIARY
TO ANY PERSON.
SECTION 2.8
AGREEMENT FOR EXCHANGE OF INFORMATION.
SUBJECT TO
APPLICABLE CONFIDENTIALITY RESTRICTIONS AND SUBJECT TO PROVIDING THE
CONTEMPLATED INFORMATION ONLY TO THOSE PERSONS WHO REQUIRE SUCH INFORMATION IN
THE COURSE OF THEIR DUTIES, EACH OF MHG LLC AND MORGANS GROUP LLC AGREE TO
PROVIDE, OR CAUSE TO BE PROVIDED, TO EACH OTHER, AT ANY TIME AFTER THE IPO
CLOSING DATE, AS SOON AS REASONABLY PRACTICABLE AFTER WRITTEN REQUEST THEREFOR,
ANY INFORMATION IN THE POSSESSION OR UNDER THE CONTROL OF SUCH PARTY THAT THE
REQUESTING PARTY