Common use of Concerning the Escrow Agent Clause in Contracts

Concerning the Escrow Agent. a. Under no circumstances shall the Escrow Agent be liable to the California Parties for any act it may take in its capacity as Escrow Agent, or for the failure to take any action, or for any damage, loss or expenses suffered or incurred resulting therefrom or in acting hereunder, except only for acts of gross negligence or willful misconduct. b. The Escrow Agent may consult with counsel of its choice and may rely in good faith on advice of such counsel. c. The California Parties each shall indemnify and hold the Escrow Agent harmless in respect of any and all losses, costs, expenses, liabilities, judgments, assessments, penalties, damages, deficiencies, suits, actions, proceedings or demands, and attorneys fees and expenses incident thereto resulting from any action or refusal to act by the Escrow Agent in accordance with the instructions of any of the California Parties. The Escrow Agent shall promptly notify the California Parties of any asserted liability for which the Escrow Agent would be entitled to indemnification by the California Parties, and the California Parties and their legal representatives shall have, at the election of the California Parties, a right to compromise or defend any such matter involving asserted liability, through counsel of their own choosing, at their expense; provided, however, that the California Parties shall indemnify the Escrow Agent, its officers, employees and agents, against any damage resulting from the failure to pay any claims on all such litigation pending. In the event any d. The Escrow Agent may resign from its duties and obligations hereunder by giving at least 30 days advance notice in writing of when such resignation shall take effect. Upon any resignation or discharge of the Escrow Agent, the Texas Parties and California Parties shall jointly designate a new

Concerning the Escrow Agent. a. Under no circumstances shall the Escrow Agent be liable to the California Parties for any act it may take in its capacity as Escrow Agent, or for the failure to take any action, or for any damage, loss or expenses suffered or incurred resulting therefrom or in acting hereunder, except only for acts of gross negligence or willful misconduct. b. The Escrow Agent may consult with counsel of its choice and may rely in good faith on advice of such counsel. c. The California Parties each shall indemnify and hold the Escrow Agent harmless in respect of any and all losses, costs, expenses, liabilities, judgments, assessments, penalties, damages, deficiencies, suits, actions, proceedings or demands, and attorneys fees and expenses incident thereto resulting from any action or refusal to act by the Escrow Agent in accordance with the instructions of any of the California Parties. The Escrow Agent shall promptly notify the California Parties of any asserted liability for which the Escrow Agent would be entitled to indemnification by the California Parties, and the California Parties and their legal representatives shall have, at the election of the California Parties, a right to compromise or defend any such matter involving asserted liability, through counsel of their own choosing, at their expense; provided, however, that the California Parties shall indemnify the Escrow Agent, its officers, employees and agents, against any damage resulting from the failure to pay any claims on all such litigation pending. In the event anyany of the California Parties undertakes to compromise or defend any such liability, the California Parties shall notify the Escrow Agent in writing promptly of their intention to do so, and the Escrow Agent shall cooperate with the California Parties and their counsel in the compromising of or the defending against any such liabilities or claims, at the expense of the California Parties. d. The Escrow Agent may resign from its duties and obligations hereunder by giving at least 30 days advance notice in writing of when such resignation shall take effect. Upon any resignation or discharge of the Escrow Agent, the Texas Parties and California Parties shall jointly designate a new