Common use of Fees and Expenses; Indemnity Clause in Contracts

Fees and Expenses; Indemnity. Purchaser and Motion 2000 shall each pay one-half (1/2) of the fees of the Escrow Agent for its services hereunder as and when billed by the Escrow Agent, and each shall reimburse and indemnify the Escrow Agent for, and hold it harmless against, one-half (1/2) of any loss, damages, cost or expense, including but not limited to reasonable attorneys' fees, reasonably incurred by the Escrow Agent in connection with the Escrow Agent's performance of its duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating to this Agreement; provided that notwithstanding the foregoing, neither Purchaser nor Motion 2000 shall be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising as a result of the Escrow Agent's willful misconduct or gross negligence or breach of this Agreement.

Fees and Expenses; Indemnity. The Purchaser and Motion 2000 shall each pay one-half (1/2) all of the fees of the Escrow Agent for its services hereunder as and when billed by the Escrow Agent; provided, however, that each of the Purchaser and each the Issuer shall reimburse and indemnify the Escrow Agent for, and hold it harmless against, one-half (1/2) of any loss, damagesliability, cost or expense, including but not limited to reasonable attorneys' fees, reasonably incurred by the Escrow Agent in connection with the Escrow Agent's performance of its duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating to this Agreement; provided that notwithstanding the foregoing, neither the Purchaser nor Motion 2000 the Issuer shall be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising as a result of the Escrow Agent's recklessness, willful misconduct or gross negligence or breach of this Agreement.

Fees and Expenses; Indemnity. Purchaser Parent and Motion 2000 the Shareholders shall each pay one-half (1/2) of the fees of the Escrow Agent for its his services hereunder as and when billed by the Escrow Agent, and each shall reimburse and indemnify the Escrow Agent for, and hold it the Escrow Agent harmless against, one-half (1/2) of any loss, damages, cost or expense, including but not limited to reasonable attorneys' fees, reasonably incurred by the Escrow Agent in connection with the Escrow Agent's performance of its his duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability relating to this Agreement; provided that notwithstanding the foregoing, neither Purchaser Parent nor Motion 2000 the Shareholders shall be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising as a result of the Escrow Agent's willful misconduct or gross negligence or breach of this Agreement.

Fees and Expenses; Indemnity. Purchaser on the one hand and Motion 2000 Sellers on the other hand shall each pay one-half (1/2) of the fees of the Escrow Agent for its services hereunder as and when billed by the Escrow Agent, and each shall reimburse and indemnify the Escrow Agent for, and hold it harmless against, one-half (1/2) of any loss, damages, cost or expense, including but not limited to reasonable attorneys' fees, reasonably incurred by the Escrow Agent in connection with the Escrow Agent's performance of its duties and obligations under this Agreement, as well as the reasonable costs and expenses of defending against any 4 claim or liability relating to this Agreement; provided that notwithstanding the foregoing, neither Purchaser nor Motion 2000 Sellers shall be required to indemnify the Escrow Agent for any such loss, liability, cost or expense arising as a result of the Escrow Agent's willful misconduct or gross negligence or breach of this Agreement.