Common use of Indemnification and Legal Counsel for the Depository Clause in Contracts

Indemnification and Legal Counsel for the Depository. The parties to the Stockholders’ Agreement hereby agree to indemnify the Depository and save it harmless from and against all losses, damages, costs, charges, payments, liabilities and expenses, including the costs of litigation, investigation and reasonable legal fees incurred by the Depository and arising directly or indirectly out of its role as Depository pursuant to the Stockholders’ Agreement, including such losses, damages, costs, charges, payments, and suits made or asserted, whether groundless or otherwise, against the Depository unless the same arise out of the willful misconduct or gross negligence of the Depository. The parties to the Stockholders’ Agreement agree that the Depository does not assume any responsibility for the failure of any of the parties to make payments or perform the conditions of the Stockholders’ Agreement, nor shall the Depository be responsible for the collection of any monies provided to be paid to it. The Depository may consult with counsel of its own choice (including inside counsel for the Depository) and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. The provisions of this Section 6 shall survive termination of the arrangement contemplated hereby.