Common use of Indemnification for Liabilities Clause in Contracts

Indemnification for Liabilities. During the term of this Agreement and following its termination, Electronics, Topaz, and the Company shall jointly and severally, on Escrow Agent’s first demand, release and hold the Escrow Agent harmless (i) from all liabilities of whatever nature incurred by the Escrow Agent in the course of the due performance of this Agreement or pursuant to provisions of applicable law; and (ii) from all claims asserted against the Escrow Agent out of, or in connection with, this Agreement or the Escrow Agent’s office as escrow agent; provided however, that Electronics, Topaz, and the Company shall not be bound to release and hold the Escrow Agent harmless in case of Escrow Agent’s willful misconduct or gross negligence. The obligation of Electronics, Topaz, and the Company under this Section 0 shall include, but not be limited to, reimbursing or advancing the Escrow Agent all reasonable costs of proceedings, attorneys, and other fees and damages on first written demand of the Escrow Agent and subject to the Escrow Agent supplying invoices or other reasonably satisfactory documents. Electronics, Topaz, and the Company shall assist the Escrow Agent in all legal proceedings and shall on Escrow Agent’s first written request take over such proceedings to the extent permitted by applicable procedural rules. Internally, among the parties to this Agreement other than the Escrow Agent, the costs of proceedings, attorneys, and other fees and damages shall be borne by the party responsible for the damage. If no such party is responsible as set forth in the preceding sentence, the damage shall be borne equally by Electronics and Topaz.