Common use of Indemnification and Reimbursement Clause in Contracts

Indemnification and Reimbursement. The Parties agree jointly and severally to indemnify, defend, hold harmless, pay, or reimburse Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel (or, if the Escrow Agent chooses to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all expense of document location, duplication, and shipment) (collectively “Losses”), arising directly or indirectly from (a) Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, or bad faith of such Indemnitee; and (b) Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a right of set-off against the Escrow Funds for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds for its own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or 7. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. Seller and Purchaser agree that irrespective of any joint and several liability that either may have to Escrow Agent under this Agreement, as between them, Seller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either Seller or Purchaser incur(s) greater than 50% of any such Losses, Seller or Purchaser, as applicable, will promptly make payment to the other such that each of Seller and Purchaser has borne 50% of all amounts which are paid to Escrow Agent under this Section 7.

Indemnification and Reimbursement. The Parties agree jointly and severally to indemnify, defend, hold harmless, pay, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, reasonable costs or expenses (including, without limitation, the reasonable fees and expenses of outside counsel (or, if the Escrow Agent chooses to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all the actual expense of document location, duplication, duplication and shipment) (collectively “Losses”), arising directly out of or indirectly from in connection with (a) Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or bad faith of such Indemnitee; and (b) Escrow Agent’s following, accepting or acting upon following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Escrow Funds Fund for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds Fund for its own account or for the account of an Indemnitee any amounts determined by a court of competent jurisdiction through a final order to be due to Escrow Agent or to an Indemnitee under Section 6 or 7. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. Seller and Purchaser agree that irrespective of any joint and several liability that either may have to Escrow Agent under this Agreement, as between them, Seller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either Seller or Purchaser incur(s) greater than 50% of any such Losses, Seller or Purchaser, as applicable, will promptly make payment to the other such that each of Seller and Purchaser has borne 50% of all amounts which are paid to Escrow Agent under this Section 7.

Indemnification and Reimbursement. The Parties Purchaser, on the one hand, and Seller, on the other hand, agree jointly and severally to indemnify, defend, hold harmless, pay, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel (or, if the Escrow Agent chooses to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all expense of document location, duplication, duplication and shipment) (collectively “Losses”), actually incurred and arising directly out of or indirectly from in connection with (a) Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconductmisconduct (including with respect to tax matters, the intentional and willful disregard of a reporting requirement as specified in Section 2(b) hereof), or bad faith of such IndemniteeIndemnitee or that are income or similar taxes imposed upon Escrow Agent with respect to any fees or expenses payable to it hereunder; and (b) Escrow Agent’s following, accepting or acting upon any written instructions or written directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a right of set-off against the Escrow Funds for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds for its own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or 7. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. Seller and the Purchaser agree agree, solely among themselves, that irrespective of any joint and several liability that either may have to the Escrow Agent under this Agreement, as between them, Seller the Purchaser, on the one hand and Purchaser Seller, on the other hand, will each only be liable for 50% one-half of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either Seller the Purchaser, on the one hand, or Purchaser incur(s) Seller, on the other hand, incurs greater than 50% one-half of any such Losses, Seller the Purchaser, on the one hand, or PurchaserSeller, on the other hand, as applicable, will promptly (and in no event later than five (5) Business Days) make payment to the other such that each of Seller the Purchaser, on the one hand, and Purchaser has Seller, on the other hand, have borne 50% one-half of all amounts which are paid to Escrow Agent under this Section 7; provided, however, that to the extent any Losses owed pursuant to this Section 7 result from or are attributable to a Party’s failure to provide tax documentation required to be provided pursuant to this Agreement, such Party shall be solely responsible for indemnifying any Indemnitee for such Losses.

Indemnification and Reimbursement. The Parties agree jointly and severally to indemnify, defend, hold harmless, pay, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or reasonable and documented out of pocket expenses (including, without limitation, the reasonable fees and expenses of outside counsel (or, if the Escrow Agent chooses to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all reasonable expense of document location, duplication, duplication and shipment) (collectively “Losses”), arising directly out of or indirectly from in connection with (a) Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or bad faith of such Indemnitee; and (b) Escrow Agent’s followingfollowing any joint (or singular, accepting or acting upon any but only if expressly permitted hereunder) instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a right of set-off against the Escrow Funds for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds for its own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or 7. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. Seller , and Purchaser agree that irrespective of any joint and several liability that either may have to Escrow Agent under this Agreement, as between them, Seller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either Seller or Purchaser incur(s) greater than any liability pursuant to this Section 7 shall be allocated 50% of any such Losses, Seller or Purchaser, as applicable, will promptly make payment to the other such that each of Seller and Purchaser has borne 50% of all amounts which are paid to Escrow Agent under this Section 7Buyer.

Indemnification and Reimbursement. The Parties a. Parent and Borrower agree to, jointly and severally to indemnifyseverally, defend, indemnify and hold harmless, pay, or reimburse harmless Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, or reasonable and other out-of-pocket costs or expenses (including, without limitation, the fees including reasonable and expenses of outside counsel (or, if the Escrow Agent chooses to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all expense of document location, duplication, and shipmentdocumented out-of-pocket attorneys’ fees) (collectively “Losses”), arising resulting directly or indirectly from (ai) Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, negligence or willful misconduct, or bad faith misconduct of such Indemnitee, as determined by a final order of a court of competent jurisdiction; and (bii) Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties Borrower received in accordance with this Agreement. . b. The Parties hereby grant Escrow Agent Initial Lenders, on a right of set-off against the Escrow Funds for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance several basis based on their pro rata share of the foregoingAgreed Commitment Amount, agree to indemnify and hold harmless Indemnitees from and against (i) any and all Losses resulting directly or indirectly from Escrow Agent is expressly authorized and directedAgent’s following, but shall not be obligatedaccepting or acting upon any instructions or directions, to charge against and withdraw whether joint or singular, from the Escrow Funds for its own account Initial Lenders received in accordance with Section 3(b) of this Agreement and (ii) to the extent the Borrower and Parent do not promptly reimburse or for indemnify the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee Indemnitees contemplated in clause (a) above, all Losses contemplated under Section 6 or 7. clause (a) above. c. The obligations set forth in this Section 7 8 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. Seller and Purchaser agree that irrespective of any joint and several liability that either may have to Escrow Agent under this Agreement, as between them, Seller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either Seller or Purchaser incur(s) greater than 50% of any such Losses, Seller or Purchaser, as applicable, will promptly make payment to the other such that each of Seller and Purchaser has borne 50% of all amounts which are paid to Escrow Agent under this Section 7.

Indemnification and Reimbursement. The Parties agree Depositor, Supporting TruPS Holders, and Supporting Management Parties, jointly and severally severally, agree to indemnify, defend, hold harmless, pay, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel (or, if the Escrow Agent chooses to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all expense of document location, duplication, duplication and shipment) (collectively “Losses”), arising directly out of or indirectly from in connection with (a) Escrow Agent’s performance of this Escrow Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, negligence or willful misconduct, or bad faith misconduct of such Indemnitee; and (b) Escrow Agent’s following, accepting or acting upon following any instructions or directions, whether joint or singular, directions from the Directing Parties received in accordance with this Escrow Agreement; and (c) a breach of any representation or warranty made by Depositor under this Escrow Agreement. The Depositor, Supporting TruPS Holders, and Supporting Management Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Escrow Funds for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds for its own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or 7. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Escrow Agreement. Seller and Purchaser agree that irrespective of any joint and several liability that either may have to Escrow Agent under this Agreement, as between them, Seller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either Seller or Purchaser incur(s) greater than 50% of any such Losses, Seller or Purchaser, as applicable, will promptly make payment to the other such that each of Seller and Purchaser has borne 50% of all amounts which are paid to Escrow Agent under this Section 7.

Indemnification and Reimbursement. The Parties agree jointly and severally to indemnify, defend, hold harmless, pay, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel (or, if the Escrow Agent chooses to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all expense of document location, duplication, duplication and shipment) (collectively “Losses”), arising directly out of or indirectly from in connection with (a) Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction through an order to have been caused by the gross negligence, willful misconduct, or bad faith of such Indemnitee; and (b) Escrow Agent’s following, accepting or acting upon following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Escrow Funds for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds for its own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or this Section 7. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. Seller and Purchaser agree that irrespective of any joint and several liability that either may have to Escrow Agent under this Agreement, as between them, Seller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either Seller or Purchaser incur(s) greater than 50% of any such Losses, Seller or Purchaser, as applicable, will promptly make payment to the other such that each of Seller and Purchaser has borne 50% of all amounts which are paid to Escrow Agent Losses under this Section 77 shall be paid by the non-prevailing Party in any action giving rise to those Losses, or shall be allocated between the Parties according to relative fault, all as determined by a neutral third party decision-maker selected by mutual agreement of the Parties, or as selected by the Escrow Agent (in Escrow Agent’s sole discretion) if the Parties cannot agree.

Indemnification and Reimbursement. (a) Seller shall indemnify and hold harmless the WinStar Parties from and against, and shall reimburse the WinStar Parties for, any Damages (as hereinafter defined) which may be sustained, suffered or incurred by any of the WinStar Parties, whether as a result of third-party claims or otherwise, and which arise from or in connection with or are attributable to (i) the breach of any of representations, warranties or covenants of Seller contained in this Agreement and (ii) the ownership of the Shares on or before the Closing Date. This indemnity shall survive the Closing for a period of one year after the Closing Date except that with respect to claims arising as a result of a breach or alleged breach of the representations and warranties in Section 3(c) and the covenants contained in Sections 5(f) and 5(g), it shall survive without limitation as to time. Any claim for indemnity asserted within the relevant period shall survive until resolved. (b) The Parties agree WinStar Parties, jointly and severally severally, shall indemnify and hold harmless Seller from and against, and shall reimburse Seller for, any Damages which may be sustained, suffered or incurred by Seller, whether as a result of third-party claims or otherwise, and which arise from or in connection with or are attributable to indemnify(i) the breach of any of the representations, defendwarranties and covenants of the WinStar Parties contained in this Agreement, hold harmless(ii) the ownership of the Shares after the Closing Date, pay, and (iii) any of the following occurring within the eighteen month period after the Closing Date: (A) the acquisition by WinStar (separately or reimburse Escrow Agent and with one or more of its affiliates (as defined under Regulation D promulgated under the 1933 Act)) of any voting securities of ARTT or options, warrants or securities convertible into or exercisable or exchangeable for voting securities of ARTT (other than the Shares and their respective successorsthe shares to be acquired by WinLLC1 pursuant to the Reorganization Agreement), assigns(B) the making or participation in any manner by WinStar in any "solicitation" or "proxies" (as such terms are used in the proxy rules of the Commission promulgated under the Exchange Act) to vote securities or ARTT or the seeking by WinStar to advise or influence any person or entity with respect to the voting of any voting securities of ARTT, directors(C) WinStar otherwise seeking representation on the Board of Directors ("Board") of ARTT or to control or influence the management, agents Board or policies of ARTT, (D) an executive officer or director of WinStar disclosing to any third party any intention, plan or arrangement to effectuate any of the foregoing or (E) WinStar advising, assisting or encouraging any other person in connection with the foregoing, other than Damages sustained, suffered or incurred by Seller as a result of (x) in the case of the foregoing clause (A), a claim (other than by a WinStar Party or a stockholder of WinStar) that the consideration paid by the WinStar Parties for the Shares is excessive in relation to the consideration paid for such other shares and employees (y) in the “Indemnitees”case of any of the foregoing clauses (A) through (E), a breach or alleged breach by Seller (or any affiliate thereof) of any obligation to ARTT arising from activities or agreements of Seller (or any affiliate thereof) prior to the Closing Date. This indemnity shall survive the Closing for a period of one year after the Closing Date except that, with respect to claims arising (A) as a result of a breach or alleged breach of the representations and against warranties in Sections 1(c), 4(f), 4(h) and 5(e), it shall survive without limitation as to time, and (B) under clause (iii) above, it shall survive for a period of 20 months after the Closing Date. Any claim for indemnity asserted within the relevant period shall survive until resolved. (c) As security for the payment of amounts which may be due to the WinStar Parties pursuant to the obligations of Seller in Section 7(a), on the Closing Date Seller shall deliver to Xxxx & Hessen LLP, as escrow agent, 24,140 of the WinStar Shares, to be held and disposed of by such escrow agent pursuant to the terms of the Escrow Agreement, substantially in the form of Exhibit I annexed hereto, to be entered into by Seller, the WinStar Parties and such escrow agent on the Closing Date. (d) As used herein, the term "Damages" means the dollar amount of any and all lossesloss, damagesdamage, claimsexpense or liability, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the reasonable attorneys' fees and expenses disbursements incurred by an indemnified party in any action or proceeding between the indemnified party and the indemnifying party or between the indemnified party and a third party, which is determined to have been sustained, suffered or incurred by a party and to have in arisen from or in connection with an event or state of outside counsel (or, if the Escrow Agent chooses facts which is subject to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all expense of document location, duplication, and shipment) (collectively “Losses”), arising directly or indirectly from (a) Escrow Agent’s performance of indemnification under this Agreement, except to . The amount of Damages shall be the extent that such Losses are amount finally determined by a court of competent jurisdiction (after the exhausting of all appeals) or the amount agreed to have been caused by the gross negligence, willful misconduct, or bad faith of such Indemnitee; and (b) Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties received settlement in accordance with the terms of this Agreement, if a third-party claim, or by the parties, if a direct claim of one party against another. The Parties hereby grant Escrow Agent a right of set-off against Notwithstanding the Escrow Funds for the payment of foregoing, "Damages" shall include, with respect to any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds for its own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee indemnification arising under Section 6 or 7. The obligations set forth 7(b)(iii), only such loss, damage, expense and liability as, in this Section 7 shall survive the resignationaggregate, replacement or removal of Escrow Agent or exceeds the termination of this Agreement. Seller and Purchaser agree that irrespective amount of any joint and several liability that either may have payment made pursuant to Escrow Agent under this Agreement, as between them, Seller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either Seller or Purchaser incur(s) greater than 50% of any such Losses, Seller or Purchaser, as applicable, will promptly make payment to the other such that each of Seller and Purchaser has borne 50% of all amounts which are paid to Escrow Agent under this Section 71(c).

Indemnification and Reimbursement. The Parties agree (i) Seller and Xxxxxxx, jointly and severally to severally, shall indemnify, defenddefend and hold harmless Purchaser from and against, hold harmlessand shall reimburse Purchaser for, payany Damages (as hereinafter defined) which may be sustained, suffered or incurred by Purchaser, whether as a result of third-party claims or otherwise, and which arise from or in connection with or are attributable to (i) the breach of any of representations, warranties or covenants of Seller contained in this Agreement, (ii) the ownership and operation of the Acquired Assets before the Closing Date, or reimburse Escrow Agent (iii) any Excluded Liability. This indemnity shall survive the Closing for a period of four years after the Closing Date except that with respect to claims arising as a result of a breach or alleged breach of the representations and its affiliates warranties in Sections 3.7 and their respective successors3.8, assignsthey shall survive without limitation as to time and that with respect to claims arising as a result of a breach or alleged breach of the representations and warranties in Section 3.9 it shall survive until three months after the expiration of the statute of limitations with respect to each Tax at issue. Any claim for indemnity asserted within the relevant period shall survive until resolved. (ii) Notwithstanding the foregoing, directorsthe Seller shall not be liable under this Section 7.1(a) unless the aggregate amount of Damages with respect to all matters, agents other than the representations of Section 2.1(a)(i), 2.1(a)(v) and employees 3.8, (determined without regard to any materiality qualification contained in any representation, warranty or covenant giving rise to the “Indemnitees”claim for indemnity hereunder) exceeds $50,000, in which case Purchaser may claim all Damages subject to indemnification hereunder provided that the maximum amount of all damages claimed in the aggregate does not exceed the Class D Preferred Stock cash value. (b) Purchaser shall indemnify, defend and hold harmless Seller from and against against, and shall reimburse Seller for, any Damages which may be sustained, suffered or incurred by Seller, whether as a result of third-party claims or otherwise, and all losseswhich arise from or in connection with or are attributable to (i) the breach of any of the representations, damageswarranties and covenants of Purchaser contained in this Agreement, claimsor (ii) any Assumed Liability. This indemnity shall survive the Closing for a period of four years after the Closing Date. Any claim for indemnity asserted within the relevant period shall survive until resolved. (c) As used herein, liabilitiesthe term "Damages" means the dollar amount of any loss, penaltiesdamage, judgmentsexpense or liability, settlements, litigation, investigations, costs or expenses (including, without limitation, the reasonable attorneys' fees and expenses disbursements incurred by an Indemnified Party in any action or proceeding between the indemnified party and the indemnifying party or between the Indemnified Party and a third party, which is determined to have been sustained, suffered or incurred by a party and to have arisen from or in connection with an event or state of outside counsel (or, if the Escrow Agent chooses facts which is subject to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all expense of document location, duplication, and shipment) (collectively “Losses”), arising directly or indirectly from (a) Escrow Agent’s performance of indemnification under this Agreement, except to . The amount of Damages shall be the extent that such Losses are amount finally determined by a court of competent jurisdiction (after the exhausting of all appeals) or the amount agreed to have been caused by the gross negligence, willful misconduct, or bad faith of such Indemnitee; and (b) Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties received settlement in accordance with this Agreement. The Parties hereby grant Escrow Agent a right of set-off against the Escrow Funds for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds for its own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or 7. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination terms of this Agreement. Seller and Purchaser agree that irrespective of any joint and several liability that either may have to Escrow Agent under this Agreement, as between them, Seller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either Seller a third-party claim, or Purchaser incur(s) greater than 50% by the parties, if a direct claim of any such Losses, Seller or Purchaser, as applicable, will promptly make payment to the other such that each of Seller and Purchaser has borne 50% of all amounts which are paid to Escrow Agent under this Section 7one party against another.

Indemnification and Reimbursement. The Parties Company and the Administrative Agent agree jointly and severally to indemnify, defend, hold harmless, pay, pay or reimburse the Escrow Agent and its affiliates (other than the Administrative Agent and the Collateral Agent, in their capacities as Administrative Agent and Collateral Agent) and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel (or, if the Escrow Agent chooses to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all expense of document location, duplication, duplication and shipment) (collectively “Losses”), arising directly out of or indirectly from in connection with (a) the Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, or bad faith of such Indemnitee; Indemnitee and (b) the Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties Company and the Administrative Agent received in accordance with this Agreement. The Parties Company and the Administrative Agent hereby grant the Escrow Agent a lien on, right of set-off against and security interest in the Escrow Escrowed Funds for the payment of any claim for indemnification, fees, expenses and amounts due to the Escrow Agent (in its capacity as such) or an Indemnitee. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Escrowed Funds for its own account or for the account of an Indemnitee any amounts due to the Escrow Agent or to an Indemnitee under this Section 6 or 7. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of the Escrow Agent or the termination of this Agreement. Seller and Purchaser agree that irrespective of any joint and several liability that either may have to Escrow Agent under this Agreement, as between them, Seller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either Seller or Purchaser incur(s) greater than 50% of any such Losses, Seller or Purchaser, as applicable, will promptly make payment to the other such that each of Seller and Purchaser has borne 50% of all amounts which are paid to Escrow Agent under this Section 7.

Indemnification and Reimbursement. The Parties Stockholders’ Agent (solely on behalf of the Stockholders and in its capacity as the Stockholders’ Agent, not in its individual capacity) and Acquiror agree jointly and severally to indemnify, defend, hold harmless, pay, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the reasonable fees and expenses of outside counsel (or, if the Escrow Agent chooses to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all expense of document location, duplication, duplication and shipment) (collectively “Losses”), arising directly out of or indirectly from in connection with (a) Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, or bad faith of such Indemnitee; and (b) Escrow Agent’s following, accepting or acting upon following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Escrow Funds Fund for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of Subject to providing the foregoingParties a written notice 30 calendar days prior to withdrawing any funds from the Escrow Property, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds Property for its own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 8 or 7this Section 9. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. Seller and Purchaser agree that irrespective of any joint and several liability that either may have to Escrow Agent under this Agreement, as between them, Seller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either Seller or Purchaser incur(s) greater than 50% of any such Losses, Seller or Purchaser, as applicable, will promptly make payment to the other such that each of Seller and Purchaser has borne 50% of all amounts which are paid to Escrow Agent under this Section 7.

Indemnification and Reimbursement. The Parties agree jointly and severally to indemnify, defend, hold harmless, pay, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel (or, if the Escrow Agent chooses to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all expense of document location, duplication, duplication and shipment) (collectively “Losses”), arising directly out of or indirectly from in connection with (a) Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, or bad faith of such Indemnitee; and (b) Escrow Agent’s following, accepting or acting upon following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Escrow Funds Shares for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds Shares for its own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 8 or 79. The obligations set forth in this Section 7 9 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. Seller and Purchaser agree that irrespective of any joint and several liability that either may have to Escrow Agent under this Agreement, as between them, Seller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either Seller or Purchaser incur(s) greater than 50% of any such Losses, Seller or Purchaser, as applicable, will promptly make payment to the other such that each of Seller and Purchaser has borne 50% of all amounts which are paid to Escrow Agent under this Section 7.

Indemnification and Reimbursement. The Parties agree jointly and severally to indemnify, defend, hold harmless, pay, pay or reimburse the Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the reasonable fees and expenses of outside counsel (or, if the Escrow Agent chooses to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all expense of document location, duplication, duplication and shipment) (collectively “Indemnitee Losses”), arising directly out of or indirectly from in connection with (a) the Escrow Agent’s performance of this Agreement, except to the extent that such Indemnitee Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or bad faith of such Indemnitee; and (b) the Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a right of set-off against the Escrow Funds for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds Deposit for its own account or for the account of an Indemnitee any amounts due to the Escrow Agent or to an Indemnitee under Section 6 or 7. As among the Parties, the indemnification payment and reimbursement obligations set forth in this Section 7 shall be the sole responsibility of Seller. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of the Escrow Agent or the termination of this Agreement. Seller and Purchaser agree that irrespective of any joint and several liability that either may have to Escrow Agent under this Agreement, as between them, Seller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either Seller or Purchaser incur(s) greater than 50% of any such Losses, Seller or Purchaser, as applicable, will promptly make payment to the other such that each of Seller and Purchaser has borne 50% of all amounts which are paid to Escrow Agent under this Section 7.

Indemnification and Reimbursement. The Parties agree jointly and severally to indemnify, defend, hold harmless, pay, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel (or, if the Escrow Agent chooses to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all expense of document location, duplication, duplication and shipment) (collectively “Losses”), arising directly out of or indirectly from in connection with (ai) Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or bad faith of such Indemnitee; and (bii) Escrow Agent’s following, accepting or acting upon following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. Community Choice Aggregator agrees to indemnify, defend, hold harmless, pay and/or reimburse SCE and its affiliates and their respective successors, assigns, directors, agents and/or employees (collectively, the “SCE Indemnitees”) from and against any and Losses arising out of or in connection with (i) SCE’s satisfaction of its obligation to any Indemnitee under Section 9(a) of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or bad faith of such SCE Indemnitee, and/or (ii) Escrow Agent validly exercising its rights under Section 9(c) of this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Escrow Funds Fund for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds Fund for its own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or 7this Section 9. The obligations set forth in this Section 7 9 shall survive terminate in accordance with or as determined by the resignation, replacement or removal State of Escrow Agent or the termination California Statute of this Agreement. Seller and Purchaser agree that irrespective of any joint and several liability that either may have to Escrow Agent under this Agreement, as between them, Seller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either Seller or Purchaser incur(s) greater than 50% of any such Losses, Seller or Purchaser, as applicable, will promptly make payment to the other such that each of Seller and Purchaser has borne 50% of all amounts which are paid to Escrow Agent under this Section 7Limitations.

Indemnification and Reimbursement. The Parties agree jointly and severally to indemnify, defend, hold harmless, pay, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the including reasonable and documented fees and expenses of outside counsel (or, if the Escrow Agent chooses to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all expense of document location, duplication, and shipmentcounsel) (collectively “Losses”), arising resulting directly or indirectly from (a) Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, or bad faith of such Indemnitee; and (b) Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant It is understood that Escrow Agent does not have a contractual right of set-off against the Escrow Funds for the payment or contractual security interest under this Agreement; provided, however, that nothing herein shall be construed as a waiver of any claim for indemnification, fees, expenses and amounts due statutory or common law rights to which Escrow Agent may otherwise be entitled with respect thereto. Escrow Agent shall notify each Party in writing of any receipt by an Indemnitee of a claim against such Indemnitee, or an any action commenced against such Indemnitee as soon as practicable after such Indemnitee’s receipt of written notice of such claim. In furtherance of the foregoingHowever, Escrow Agent is expressly authorized and directed, but Agent’s failure to so notify the Parties shall not be obligated, operate in any manner whatsoever to charge against and withdraw relieve the Parties from the Escrow Funds for its own account or for the any liability that they may have otherwise on account of an Indemnitee any amounts due this Section 7, except to the extent that the Parties are materially prejudiced by Escrow Agent or Agent’s failure to an Indemnitee under Section 6 or 7give such notice. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. Seller and Purchaser agree that irrespective of any joint and several liability that either may have to Escrow Agent under this Agreement, as between them, Seller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either Seller or Purchaser incur(s) greater than 50% of any such Losses, Seller or Purchaser, as applicable, will promptly make payment to the other such that each of Seller and Purchaser has borne 50% of all amounts which are paid to Escrow Agent under this Section 7.

Indemnification and Reimbursement. The Parties agree jointly and severally to indemnify, defend, hold harmless, pay, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel (or, if the Escrow Agent chooses to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all expense of document location, duplication, duplication and shipment) (collectively “Losses”), arising directly out of or indirectly from in connection with (a) Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or bad faith of such Indemnitee; and (b) Escrow Agent’s following, accepting or acting upon following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Escrow Funds Fund for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds Fund for its own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or 7. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. Seller and Purchaser agree that irrespective of any joint and several liability that either may have to Escrow Agent under this Agreement, as between them, Seller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either Seller or Purchaser incur(s) greater than 50% of any such Losses, Seller or Purchaser, as applicable, will promptly make payment to the other such that each of Seller and Purchaser has borne 50% of all amounts which are paid to Escrow Agent under this Section 7.