Hi there,
Is there any legal expert could help me to explain the following sentences in a simple words? and what's the Companies in clause a (highlighted in red) referring to?
Many thanks.
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10. (a) ABC Co agrees to indemnify and hold harmless DEF Consultant from and against any and all losses, claims, damages, liabilities and expenses (including reasonable fees and disbursements of counsel) insofar as such losses, claims, damages, liabilities or expenses (or actions, claims, investigations or proceedings in respect thereof) arise out of or are related to DEF Consultant’s activities in his capacity as a director, officer or committee member of the Companies, except to the extent that any such loss, claim, damage, liability or expense is determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of DEF Consultant.
(b) DEF Consultant shall advise ABC Co immediately of any action, suit, judgment, investigation, or proceeding of any kind whatsoever outstanding, pending, or threatened against or affecting ABC Co or any of its directors or officers in their capacity as such at law or in equity before or by any governmental department commission, board, bureau or agency of any kind whatsoever in any jurisdiction whatsoever whether or not there is a legitimate basis therefor with respect to which DEF Consultant seeks indemnification.