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Case 1:20-bk-12043 Doc 116-3 Filed 07/28/20 Entered 07/28/20 14:19:31 Desc <br /> Exhibit C - Form of Proposed Order Page 5 of 6 <br /> reimbursement to the Indemnified Persons, for any claim or expense that is either: (a)judicially <br /> determined (the determination having become final)to have arisen from an Indemnified Person's <br /> gross negligence, willful misconduct or fraud; (b) for a contractual dispute in which the Debtors <br /> allege the breach of an Indemnified Person's contractual obligations if this Court determines that <br /> indemnification, contribution or reimbursement would not be permissible pursuant to In re United <br /> Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003); or (c) settled before a judicial determination <br /> under(a)or(b),but determined by this Court, after notice and a hearing, to be a claim or expense <br /> for which an Indemnified Person should not receive indemnity, contribution or reimbursement <br /> under the terms of the Engagement Agreement as modified by this Order. <br /> 8. Notwithstanding anything to the contrary in the Engagement Agreement,during the <br /> Chapter 11 Cases, Epiq's liability shall not be limited to the amount paid or billed to the Debtors <br /> during the Chapter I 1 Cases. <br /> 9. If, before the earlier of(a) the entry of an order confirming a chapter 11 plan in <br /> these chapter 11 cases (that order having become a final order no longer subject to appeal), or <br /> (b)the entry of an order closing this chapter 11 case, an Indemnified Person believes that it is <br /> entitled to the payment of any amounts by the Debtors on account of the Debtors' indemnification, <br /> contribution or reimbursement obligations under the Engagement Agreement(as modified by this <br /> Order), including the advancement of defense costs, the Indemnified Person or Epiq must file an <br /> application therefor in this Court, and the Debtors may not pay any such amounts to such <br /> Indemnified Person before the entry of an order by this Court approving the payment. This <br /> paragraph is intended only to specify the period of time under which this Court shall have <br /> jurisdiction over any request for fees and expenses by Epiq for indemnification, contribution or <br /> reimbursement, and not a provision limiting the duration of the Debtors' obligation to indemnify <br /> 5 <br />