Common use of Indemnification of the Escrow Agent Clause in Contracts

Indemnification of the Escrow Agent. Subject to the other provisions of this Agreement, the Company and the Purchaser agree to indemnify, in equal parts (50%-50%) and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on the Escrow Agent or incurred by the Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. Notwithstanding the foregoing, there shall be no indemnification obligation under this Section in an event of the Escrow Agent’s breach of this Agreement, violation of applicable laws, gross negligence, bad faith or willful misconduct. The Escrow Agent shall notify the Company and the Purchaser in writing of any written assertion of a claim against the Escrow Agent, promptly after the Escrow Agent shall have received any such information as to the nature and basis of the claim or learns of circumstances that may bring about such claim. The Escrow Agent agrees not to settle any litigation in connection with any claim or liability with respect to which the Escrow Agent may seek indemnification from the Company and the Purchaser without the prior written consent of the Company and the Purchaser.

Indemnification of the Escrow Agent. Subject to the other provisions of this Agreement, the Company and the Purchaser agree agrees to indemnify, in equal parts (50%-50%) indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on the Escrow Agent or incurred by the Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. Notwithstanding the foregoing, there shall be no indemnification obligation under this Section in an event of the Escrow Agent’s breach of this Agreement, violation of applicable laws, gross negligence, bad faith or willful misconduct. The Escrow Agent shall notify the Company and the Purchaser in writing of any written assertion of a claim against the Escrow Agent, promptly after the Escrow Agent shall have received any such information as to the nature and basis of the claim or learns of circumstances that may bring about such claim. The Escrow Agent agrees not to settle any litigation in connection with any claim or liability with respect to which the Escrow Agent may seek indemnification from the Company and the Purchaser without the prior written consent of the Company and the Purchaser.

Indemnification of the Escrow Agent. Subject to the other provisions Without limiting any protection or indemnity of this Agreement, the Company and the Purchaser agree to indemnify, in equal parts (50%-50%) and hold the Escrow Agent under any other provision hereof, or otherwise at law, every party to this Agreement hereby agrees to jointly and severally indemnify and hold harmless the Escrow Agent, its directors, officers, employees, and agents, and all of their respective representatives, heirs, successors and assigns (collectively the “Indemnified Parties”) from and against any and all liabilities, losses, damages, penalties, claims, damagesactions, liabilities suits, costs, expenses and expensesdisbursements, including reasonable costs legal or advisor fees and disbursements, of investigation, counsel fees, including allocated costs of in-house counsel whatever kind and disbursements that nature which may at any time be imposed on the Escrow Agent or on, incurred by or asserted against the Escrow Agent Indemnified Parties in connection with the performance of its the Escrow Agent’s duties under this Agreementand obligations hereunder, including but not limited to any litigation other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements arising from this Agreement by reason of the gross negligence or involving its subject matter. Notwithstanding the foregoing, there shall be no indemnification obligation under this Section in an event fraud of the Escrow Agent’s breach . This provision shall survive the resignation or removal of the Escrow Agent, or the termination of this Agreement, violation of applicable laws, gross negligence, bad faith or willful misconduct. The Escrow Agent shall notify not be under any obligation to prosecute or to defend any action or suit in respect of the Company and relationship which, in the Purchaser opinion of its counsel, may involve it in writing of any written assertion of a claim against expense or liability, unless the Escrow Agentparties hereto shall, promptly after so often as required, furnish the Escrow Agent shall have received any with satisfactory indemnity and funding against such information as to the nature and basis of the claim expense or learns of circumstances that may bring about such claim. The Escrow Agent agrees not to settle any litigation in connection with any claim or liability with respect to which the Escrow Agent may seek indemnification from the Company and the Purchaser without the prior written consent of the Company and the Purchaserliability.

Indemnification of the Escrow Agent. Subject to the other provisions of this Agreement, the Company and the Purchaser agree agrees to indemnify, in equal parts (50%-50%) indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on the Escrow Agent or incurred by the arising from any claim against Escrow Agent in connection with the Escrow Agent’s performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. Notwithstanding the foregoing, there shall be no indemnification obligation under this Section in an event of the Escrow Agent’s breach of this Agreement, violation of applicable laws, gross negligence, bad faith or willful misconduct. The Escrow Agent shall notify the Company and the Purchaser in writing of any written assertion of a claim against the Escrow Agent, promptly after the Escrow Agent shall have received any such information as to the nature and basis of the claim or learns of circumstances that may bring about such claim. The Escrow Agent agrees not to settle any litigation in connection with any claim or liability with respect to which the Escrow Agent may seek indemnification from the Company and the Purchaser without the prior written consent of the Company and the Purchaser.