Common use of Indemnification Liability Clause in Contracts

Indemnification Liability. 7.1. Beneficiary and Depositor hereby indemnify, and shall keep indemnified, and hold harmless Escrow London (and any of its officers, employees and agents) harmless from and against any and all damages, losses, costs, and any other liabilities or expenses or whatsoever kind, all whether direct or indirect and either awarded against, or agreed to be paid by, Escrow London (including reasonable attorneys’ fees and expenses) (“Damages”) that are suffered or incurred by Escrow London or to which it may otherwise become subject as result of: 7.1.1. ▇▇▇▇▇▇ London becoming involved in, or required to be involved in, any form of dispute resolution proceedings or litigation arising out of or in relation to any matter between the Beneficiary and Depositor in relation to the subject matter of this Agreement or the License Agreement; and 7.1.2. any claim by any third party for actual or alleged infringement of intellectual property rights in the Deposit Materials, including as a result of Escrow London conducting itself in accordance with the terms of this Agreement. (collectively, “Claims”). 7.2. In no event will Escrow London be liable for any incidental, direct or indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid under this Agreement. 7.3. Escrow London shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by ▇▇▇▇▇▇ London to be genuine and to have been presented or signed by the proper party or parties or a representative thereof; 7.4. Escrow London shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. Escrow London shall not be responsible for any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in this Agreement, the SaaS Agreement or any other agreement; 7.5. Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any of its rights as escrow agent hereunder or any rights of any other party hereto pursuant to this Agreement or any other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve Escrow London in any cost, expense, loss or liability; 7.6. Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not escrow agent hereunder, other than with respect to any and all matters pertinent hereto; 7.7. Depositor and Beneficiary hereby authorize Escrow London, if Escrow London is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Deposit Materials with the clerk of that court. 7.8. Nothing in this agreement shall limit or exclude any party’s liability with respect to liability for death or personal injury caused by negligence.

Indemnification Liability. 7.1. Beneficiary and Depositor hereby indemnify, and shall keep indemnified, and hold harmless Escrow London (and any of its officers, employees and agents) harmless from and against any and all damages, losses, costs, and any other liabilities or expenses or whatsoever kind, all whether direct or indirect and either awarded against, or agreed to be paid by, Escrow London (including reasonable attorneys’ fees and expenses) (“Damages”) that are suffered or incurred by Escrow London or to which it may otherwise become subject as result of: 7.1.1. ▇▇▇▇▇▇ London becoming involved in, or required to be involved in, any form of dispute resolution proceedings or litigation arising out of or in relation to any matter between the Beneficiary and Depositor in relation to the subject matter of this Agreement or the License Agreement; and 7.1.2. any claim by any third party for actual or alleged infringement of intellectual property rights in the Deposit Materials, including as a result of Escrow London conducting itself in accordance with the terms of this Agreement. (collectively, “Claims”). 7.2. In no event will Escrow London be liable for any incidental, direct or indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid under this Agreement. 7.3. Escrow London shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by ▇▇▇▇▇▇ London to be genuine and to have been presented or signed by the proper party or parties or a representative thereof; 7.4. Escrow London shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. Escrow London shall not be responsible for any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in this Agreement, the SaaS License Agreement or any other agreement; 7.5. Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any of its rights as escrow agent hereunder or any rights of any other party hereto pursuant to this Agreement or any other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve Escrow London in any cost, expense, loss or liability; 7.6. Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not escrow agent hereunder, other than with respect to any and all matters pertinent hereto; 7.7. Depositor and Beneficiary hereby authorize authorise Escrow London, if Escrow London is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Deposit Materials with the clerk of that court.; 7.8. Nothing in this agreement shall limit or exclude any party’s liability with respect to liability for death or personal injury caused by negligence.

Indemnification Liability. 7.1. 7.1 Beneficiary and Depositor hereby indemnify, and shall keep indemnified, each agree to indemnify and hold harmless Escrow London (and any of its officers, employees and agents) harmless from and against any and all damages, losses, costs, and any other liabilities or expenses or whatsoever kind, all whether direct or indirect and either awarded against, or agreed to be paid by, Escrow London (including reasonable attorneys’ fees and expenses) (“Damages”) that are suffered or incurred by Escrow London or to which it may otherwise become subject as result of: 7.1.1. ▇▇▇▇▇▇ London becoming involved in, (regardless of whether or required to be involved in, any form of dispute resolution proceedings or litigation arising out of or in relation not such Damages relate to any matter between the Beneficiary third-party claim) and Depositor which arise from or relate in relation any way to the subject matter of this Agreement or the License Agreement; and 7.1.2. any claim by any third party for actual or alleged infringement of intellectual property rights in the Deposit Materials, including as a result of Escrow London conducting itself in accordance with the terms of this Agreement. (collectively, “Claims”). In the event Depositor or Beneficiary makes any payment pursuant to this Section 7.2, the party making the payment shall have the right to seek contribution from the other party in the amount of 50% of the amount so paid; provided, however, that in the event that the Damages suffered by Escrow London were caused by or in connection with the negligence or willful misconduct of the other party, then, the party making the payment shall have the right to seek contribution from the other party in the full amount so paid. 7.2. 7.2 In no event will Escrow London be liable for any incidental, direct or indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid under this Agreement. 7.3. 7.3 Escrow London shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by ▇▇▇▇▇▇ Escrow London to be genuine and to have been presented or signed by the proper party or parties or a representative thereof; 7.4. 7.4 Escrow London shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. Escrow London shall not be responsible for any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in this Agreement, the SaaS Agreement or any other agreement; 7.5. 7.5 Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any of its rights as escrow agent hereunder or any rights of any other party hereto pursuant to this Agreement or any other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve Escrow London in any cost, expense, loss or liability; 7.6. 7.6 Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not escrow agent hereunder, other than with respect to any and all matters pertinent hereto; 7.7. 7.7 Escrow London shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind; and 7.8 Depositor and Beneficiary hereby authorize Escrow London, if Escrow London is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Deposit Materials with the clerk of that court. 7.8. Nothing in this agreement shall limit or exclude any party’s liability with respect to liability for death or personal injury caused by negligence.

Indemnification Liability. 7.1. Beneficiary and Depositor hereby indemnify, and (a) The Trust shall keep indemnified, indemnify and hold harmless Escrow London (and any of its officers, employees and agents) the Manager harmless from and against any and all damages, lossesclaims, costs, and any other liabilities or expenses or whatsoever kind, all whether direct or indirect and either awarded against, or agreed to be paid by, Escrow London (including reasonable attorneys’ fees ' fees), losses, damages, charges, payments and expenses) (“Damages”) that are suffered liabilities of any sort or incurred by Escrow London kind which may be asserted against the Manager or to for which it the Manager may otherwise become subject as result of: 7.1.1. ▇▇▇▇▇▇ London becoming involved in, or required be held to be involved in, any form of dispute resolution proceedings or litigation arising out of or in relation to any matter between the Beneficiary and Depositor in relation to the subject matter of this Agreement or the License Agreement; and 7.1.2. any claim by any third party for actual or alleged infringement of intellectual property rights in the Deposit Materials, including as a result of Escrow London conducting itself in accordance with the terms of this Agreement. (collectively, “Claims”). 7.2. In no event will Escrow London be liable for any incidental, direct or indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid under this Agreement. 7.3. Escrow London shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by ▇▇▇▇▇▇ London to be genuine and to have been presented or signed by the proper party or parties or a representative thereof; 7.4. Escrow London shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. Escrow London shall not be responsible for any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in this Agreement, the SaaS Agreement or any other agreement; 7.5. Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or the Manager's performance hereunder (a "Claim"), unless such Claim resulted from a grossly negligent act or omission to enforce, through act or bad faith by the institution of legal proceedings or otherwise, any Manager in the performance of its rights as escrow agent hereunder duties hereunder. (b) In any case in which the Trust may be asked to indemnify or hold the Manager harmless, the Manager will notify the Trust promptly after identifying any rights of any other party hereto pursuant situation which it believes presents or appears likely to this Agreement or any other agreementpresent a claim for indemnification against the Trust, nor although the failure to do so shall it be required to defend any action or legal proceeding whichnot prevent recovery by the Manager, in its opinion, would or might involve Escrow London in any cost, expense, loss or liability; 7.6. Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with shall keep the parties hereunder as freely as if it were not escrow agent hereunder, other than Trust advised with respect to all developments concerning such situation. The Trust shall have the option to defend the Manager against any Claim which may be the subject of this indemnification, and, in the event that the Trust so elects, such defense shall be conducted by counsel chosen by the Trust and all matters pertinent hereto; 7.7satisfactory to the Manager, and thereupon the Trust shall take over complete defense of the Claim and the Manager shall sustain no further legal or other expenses in respect of such Claim. Depositor and Beneficiary hereby authorize Escrow London, if Escrow London is threatened with litigation The Manager will not confess any Claim or is sued, to interplead all interested parties make any compromise in any court of competent jurisdiction and case in which the Trust will be asked to deposit the Deposit Materials provide indemnification, except with the clerk Trust's prior written consent. The obligations of that courtthe parties hereto under this Section 5 shall survive the termination of this Agreement. 7.8. Nothing in (c) A copy of the Declaration of Trust of the Funds is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this agreement shall limit instrument is executed on behalf of the Trustees of the Funds as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or exclude any party’s liability with respect to liability for death or personal injury caused by negligenceShareholders individually but are binding only upon the assets and property of the Funds.

Indemnification Liability. 7.1. Beneficiary and Depositor hereby indemnify, and shall keep indemnified, and hold harmless Escrow London (and any of its officers, employees and agents) harmless from and against any and all damages, losses, costs, and any other liabilities or expenses or whatsoever kind, all whether direct or indirect and either awarded against, or agreed to be paid by, Escrow London (including reasonable attorneys’ fees and expenses) (“Damages”) that are suffered or incurred by Escrow London or to which it may otherwise become subject as result of: 7.1.1. ▇▇▇▇▇▇ London becoming involved in, or required to be involved in, any form of dispute resolution proceedings or litigation arising out of or in relation to any matter between the Beneficiary and Depositor in relation to the subject matter of this Agreement or the License Agreement; and 7.1.2. any claim by any third party for actual or alleged infringement of intellectual property rights in the Deposit Materials, including as a result of Escrow London conducting itself in accordance with the terms of this Agreement. (collectively, “Claims”). 7.2. In no event will Escrow London be liable for any incidental, direct or indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid under this Agreement. 7.37.2. Escrow London shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by ▇▇▇▇▇▇ Escrow London to be genuine and to have been presented or signed by the proper party or parties or a representative thereof; 7.47.3. Escrow London shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. Escrow London shall not be responsible for any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in this Agreement, the SaaS Agreement or any other agreement; 7.57.4. Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any of its rights as escrow agent hereunder or any rights of any other party hereto pursuant to this Agreement or any other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve Escrow London in any cost, expense, loss or liability; 7.67.5. Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not escrow agent hereunder, other than with respect to any and all matters pertinent hereto; 7.77.6. Depositor and Beneficiary hereby authorize Escrow London, if Escrow London is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Deposit Materials with the clerk of that court. 7.87.7. Nothing in this agreement shall limit or exclude any party’s liability with respect to liability for death or personal injury caused by negligence.

Indemnification Liability. 7.1. Beneficiary A. The Distributor will not be liable for and Depositor hereby the Fund agrees to indemnify, and shall keep indemnified, defend and hold harmless Escrow London (the Distributor, its affiliates and each of their respective members, managers, directors, officers, employees, representatives and any person or entity who controls the Distributor within the meaning of its officersSection 15 of the 1933 Act (collectively, employees the “Distributor Indemnitees”), free and agents) harmless from and against any and all damages, losses, costsclaims, demands, liabilities, damages and expenses (including the costs of investigating or defending any alleged losses, claims, demands, liabilities, damages or expenses and any other liabilities or expenses or whatsoever kind, all whether direct or indirect and either awarded against, or agreed to be paid by, Escrow London (including reasonable attorneys’ counsel fees and expensesincurred in connection therewith) (collectively, “DamagesLosses”) that are suffered or incurred by Escrow London or to which it any Distributor Indemnitee may otherwise become subject as result of: 7.1.1. ▇▇▇▇▇▇ London becoming involved inincur under the 1933 Act, the 1934 Act, the 1940 Act, any other statute (including blue sky laws), or required to be involved inany rule or regulation thereunder, any form of dispute resolution proceedings or litigation under common law or otherwise, arising out of or relating to (i) the Distributor serving as principal underwriter of the Fund pursuant to this Agreement; (ii) the Fund’s material breach of any of its obligations, representations, warranties or covenants contained in relation this Agreement; (iii) the Fund’s failure to comply with any matter between applicable securities laws or regulations; or (iv) any claim that the Beneficiary Registration Statement, Prospectus, shareholder reports, sales literature and Depositor advertising materials or other information filed or made public by the Fund (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in relation order to make the subject matter of this Agreement statements therein not misleading under the 1933 Act, or any other statute or the License Agreement; and 7.1.2. common law any claim by violation of any third party for actual rule of FINRA or alleged infringement of intellectual property rights in the Deposit Materials, including as a result SEC or any other jurisdiction wherein Shares of Escrow London conducting itself in accordance with the terms of this Agreement. (collectively, “Claims”). 7.2Fund are sold. In no event will Escrow London shall anything contained herein be liable for so construed as to protect the Distributor against any incidentalliability to the Fund or its shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, direct bad faith, reckless disregard or indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss gross negligence in the performance of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid its duties under this Agreement. 7.3B. The Distributor agrees to notify Fund of any such action or claim of loss brought against any Distributor Indemnitee within a reasonable time following notice of the nature of the claim has been served upon such Distributor Indemnitee. Escrow London Failure to notify the Fund of any such action shall incur no not relieve the Fund from any liability for which the Fund may have to any Distributor Indemnitee except to the extent that the ability of the Fund to defend such action has been materially adversely affected by the failure of such Distributor Indemnitee to provide notice. C. The Fund shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen upon the agreement of the Parties, which approval shall not be unreasonably withheld. In the event the Fund elects to assume the defense of any such suit and retain such counsel, the Distributor Indemnitee(s) in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Fund does not elect to assume the defense of any such suit, or in respect case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Fund or, if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Fund and the Distributor Indemnitee(s), the Fund will reimburse the Distributor Indemnitee(s) in such suit, for the reasonable fees and expenses of any counsel retained by Distributor and them. A Distributor Indemnitee shall not settle or confess any claim without the prior written consent of the Fund, such consent to not be unreasonably withheld or delayed. The Fund’s indemnification agreement contained in Section 7 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitee(s) and shall survive the delivery of any Shares and termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of each Distributor Indemnitee. D. The Fund shall advance attorney’s fees and other expenses incurred by a Distributor Indemnitee in defending any claim, demand, action taken or suit which is the subject of a claim for indemnification pursuant to this Section 7 to the maximum extent permissible under applicable law. E. Distributor shall indemnify, defend and hold the Fund, its affiliates, and each of their respective directors, officers, employees, representatives, and any person who controls or previously controlled the Fund within the meaning of Section 15 of the 1933 Act (collectively, the “Fund Indemnitees”), free and harmless from and against any and all Losses that any Fund Indemnitee may incur under the 1933 Act, the 1934 Act, the 1940 Act, any other statute (including blue sky laws), or any rule or regulation thereunder, or under common law or otherwise, directly arising out of or based upon (i) Distributor’s willful misfeasance, bad faith or gross negligence in the performance of its duties, or its reckless disregard of its obligations and duties under this Agreement; or (ii) any claim that the Registration Statement, Prospectus, shareholder reports, sales literature and advertising materials or other information filed or made public by the Fund (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be taken stated therein or anything suffered by it necessary in order to make the statements therein not misleading under the 1933 Act, or any other statute or the common law any violation of any rule of FINRA or of the SEC or any other jurisdiction wherein Shares of the Fund are sold, insofar as such statement or omission was made in reliance upon, any noticeand in conformity with information furnished to the Fund, directionin writing, consent, certificate, affidavit, statement or other paper or document reasonably believed by ▇▇▇▇▇▇ London to be genuine and to have been presented or signed by the proper party Distributor. In no event shall anything contained herein be so construed as to protect the Fund against any liability to the Distributor to which the Fund would otherwise be subject by reason of willful misfeasance, bad faith, reckless disregard, or parties gross negligence in the performance of its duties under this Agreement. F. The Fund agrees to notify Distributor of any such action or claim of loss brought against any Fund Indemnitee within a representative thereof; 7.4reasonable time following notice of the nature of the claim has been served upon such Fund Indemnitee. Escrow London The failure to so notify the Distributor of any such action shall not relieve the Distributor from any liability which the Distributor may have to any Fund Indemnitee except to the extent that the ability of the Distributor to defend such action has been materially adversely affected by the failure of such Fund Indemnitee to provide notice. G. The Distributor shall be entitled to participate at any time be under any duty or responsibility its own expense in the defense or, if it so elects, to make a determination assume the defense of any facts contained in suit brought to enforce any certificate delivered pursuant hereto or such Losses, but if the Distributor elects to make any independent verification assume the defense, such defense shall be conducted by counsel chosen upon the agreement of the statements or signatures in such certificate or amounts delivered thereby. Escrow London Parties, which approval shall not be responsible for unreasonably withheld. In the event the Distributor elects to assume the defense of any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in this Agreementsuch suit and retain such counsel, the SaaS Agreement or any other agreement; 7.5. Escrow London Fund Indemnitee(s) in such suit shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through bear the institution of legal proceedings or otherwise, any of its rights as escrow agent hereunder or any rights fees and expenses of any other party hereto pursuant additional counsel retained by them. If the Distributor does not elect to this Agreement assume the defense of any such suit, or any other agreementin case the Fund does not, nor shall it be required to defend any action in the exercise of reasonable judgment, approve of counsel chosen by the Distributor or, if under prevailing law or legal proceeding whichcodes of ethics, the same counsel cannot effectively represent the interests of both the Distributor and the Fund Indemnitee(s), the Distributor will reimburse the Fund Indemnitee(s) in its opinionsuch suit, would for the reasonable fees and expenses of any counsel retained by the Fund and them. A Fund Indemnitee shall not settle or might involve Escrow London in confess any costclaim without the prior written consent of the Distributor, expense, loss such consent to not be unreasonably withheld or liability; 7.6. Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not escrow agent hereunder, other than with respect to any and all matters pertinent hereto; 7.7. Depositor and Beneficiary hereby authorize Escrow London, if Escrow London is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Deposit Materials with the clerk of that courtdelayed. 7.8. Nothing in this agreement shall limit or exclude any party’s liability with respect to liability for death or personal injury caused by negligence.

Indemnification Liability. 7.1. 7.1 Beneficiary and Depositor hereby indemnify, and shall keep indemnified, each agree to indemnify and hold harmless Escrow London (and any of its officers, employees and agents) harmless from and against any and all damages, losses, costs, and any other liabilities or expenses or whatsoever kind, all whether direct or indirect and either awarded against, or agreed to be paid by, Escrow London (including reasonable attorneys’ fees and expenses) (“Damages”) that are suffered or incurred by Escrow London or to which it may otherwise become subject as result of: 7.1.1. ▇▇▇▇▇▇ London becoming involved in, (regardless of whether or required to be involved in, any form of dispute resolution proceedings or litigation arising out of or in relation not such Damages relate to any matter between the Beneficiary third-party claim) and Depositor which arise from or relate in relation any way to the subject matter of this Agreement or the License Agreement; and 7.1.2. any claim by any third party for actual or alleged infringement of intellectual property rights in the Deposit Materials, including as a result of Escrow London conducting itself in accordance with the terms of this Agreement. (collectively, “Claims”). In the event Depositor or Beneficiary makes any payment pursuant to this Section 7.2, the party making the payment shall have the right to seek contribution from the other party in the amount of 50% of the amount so paid; provided, however, that in the event that the Damages suffered by Escrow London were caused by or in connection with the negligence or willful misconduct of the other party, then, the party making the payment shall have the right to seek contribution from the other party in the full amount so paid. 7.2. 7.2 In no event will Escrow London be liable for any incidental, direct or indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid under this Agreement. 7.3. 7.3 Escrow London shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by ▇▇▇▇▇▇ Escrow London to be genuine and to have been presented or signed by the proper party or parties or a representative thereof; 7.4. 7.4 Escrow London shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. Escrow London shall not be responsible for any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in this Agreement, the SaaS License Agreement or any other agreement; 7.5. 7.5 Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any of its rights as escrow agent hereunder or any rights of any other party hereto pursuant to this Agreement or any other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve Escrow London in any cost, expense, loss or liability; 7.6. 7.6 Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not escrow agent hereunder, other than with respect to any and all matters pertinent hereto; 7.7. 7.7 Escrow London shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind; and 7.8 Depositor and Beneficiary hereby authorize Escrow London, if Escrow London is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Deposit Materials Documentation with the clerk of that court. 7.8. Nothing in this agreement shall limit or exclude any party’s liability with respect to liability for death or personal injury caused by negligence.

Indemnification Liability. 7.1. Beneficiary and Depositor hereby indemnify, and shall keep indemnified, and hold harmless Escrow London (and any of its officers, employees and agents) harmless from and against any and all damages, losses, costs, and any other liabilities or expenses or whatsoever kind, all whether direct or indirect and either awarded against, or agreed to be paid by, Escrow London (including reasonable attorneys’ fees and expenses) (“Damages”) that are suffered or incurred by Escrow London or to which it may otherwise become subject as result of: 7.1.1. ▇▇▇▇▇▇ London becoming involved in, or required to be involved in, any form of dispute resolution proceedings or litigation arising out of or in relation to any matter between the Beneficiary and Depositor in relation to the subject matter of this Agreement or the License Agreement; and 7.1.2. any claim by any third party for actual or alleged infringement of intellectual property rights in the Deposit Materials, including as a result of Escrow London conducting itself in accordance with the terms of this Agreement. (collectively, “Claims”). 7.2. In no event will Escrow London be liable for any incidental, direct or indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid under this Agreement. 7.37.2. Escrow London shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by ▇▇▇▇▇▇ London to be genuine and to have been presented or signed by the proper party or parties or a representative thereof; 7.47.3. Escrow London shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. Escrow London shall not be responsible for any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in this Agreement, the SaaS License Agreement or any other agreement; 7.57.4. Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any of its rights as escrow agent hereunder or any rights of any other party hereto pursuant to this Agreement or any other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve Escrow London in any cost, expense, loss or liability; 7.67.5. Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not escrow agent hereunder, other than with respect to any and all matters pertinent hereto; 7.77.6. Depositor and Beneficiary hereby authorize authorise Escrow London, if Escrow London is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Deposit Materials with the clerk of that court.; 7.87.7. Nothing in this agreement shall limit or exclude any party’s liability with respect to liability for death or personal injury caused by negligence.

Indemnification Liability. 7.1. Beneficiary and Depositor hereby indemnify, and shall keep indemnified, and hold harmless Escrow London (and any of its officers, employees and agents) harmless from and against any and all damages, losses, costs, and any other liabilities or expenses or whatsoever kind, all whether direct or indirect and either awarded against, or agreed to be paid by, Escrow London (including reasonable attorneys’ fees and expenses) (“Damages”) that are suffered or incurred by Escrow London or to which it may otherwise become subject as result of: 7.1.1. ▇▇▇▇▇▇ London becoming involved in, or required to be involved in, any form of dispute resolution proceedings or litigation arising out of or in relation to any matter between the Beneficiary and Depositor in relation to the subject matter of this Agreement or the License Agreement; and 7.1.2. any claim by any third party for actual or alleged infringement of intellectual property rights in the Deposit Materials, including as a result of Escrow London conducting itself in accordance with the terms of this Agreement. (collectively, “Claims”). 7.2. In no event will Escrow London be liable for any incidental, direct or indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid under this Agreement. 7.37.2. Escrow London shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by ▇▇▇▇▇▇ Escrow London to be genuine and to have been presented or signed by the proper party or parties or a representative thereof; 7.47.3. Escrow London shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. Escrow London shall not be responsible for any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in this Agreement, the SaaS License Agreement or any other agreement; 7.57.4. Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any of its rights as escrow agent hereunder or any rights of any other party hereto pursuant to this Agreement or any other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve Escrow London in any cost, expense, loss or liability; 7.67.5. Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not escrow agent hereunder, other than with respect to any and all matters pertinent hereto; 7.77.6. Depositor and Beneficiary hereby authorize Escrow London, if Escrow London is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Deposit Materials with the clerk of that court.; 7.87.7. Nothing in this agreement shall limit or exclude any party’s liability with respect to liability for death or personal injury caused by negligence.

Indemnification Liability. 7.1. 7.1 Beneficiary and Depositor hereby indemnify, and shall keep indemnified, each agree to indemnify and hold harmless Escrow London (and any of its officers, employees and agents) harmless from and against any and all damages, losses, costs, and any other liabilities or expenses or whatsoever kind, all whether direct or indirect and either awarded against, or agreed to be paid by, Escrow London (including reasonable attorneys’ fees and expenses) (“Damages”) that are suffered or incurred by Escrow London or to which it may otherwise become subject as result of: 7.1.1. ▇▇▇▇▇▇ London becoming involved in, (regardless of whether or required to be involved in, any form of dispute resolution proceedings or litigation arising out of or in relation not such Damages relate to any matter between the Beneficiary third-party claim) and Depositor which arise from or relate in relation any way to the subject matter of this Agreement or the License Agreement; and 7.1.2. any claim by any third party for actual or alleged infringement of intellectual property rights in the Deposit Materials, including as a result of Escrow London conducting itself in accordance with the terms of this Agreement. (collectively, “Claims”). In the event Depositor or Beneficiary makes any payment pursuant to this Section 7.2, the party making the payment shall have the right to seek contribution from the other party in the amount of 50% of the amount so paid; provided, however, that in the event that the Damages suffered by Escrow London were caused by or in connection with the negligence or willful misconduct of the other party, then, the party making the payment shall have the right to seek contribution from the other party in the full amount so paid. 7.2. 7.2 In no event will Escrow London be liable for any incidental, direct or indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid under this Agreement. 7.3. 7.3 Escrow London shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by ▇▇▇▇▇▇ Escrow London to be genuine and to have been presented or signed by the proper party or parties or a representative thereof; 7.4. 7.4 Escrow London shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. Escrow London shall not be responsible for any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in this Agreement, the SaaS Agreement or any other agreement; 7.5. 7.5 Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any of its rights as escrow agent hereunder or any rights of any other party hereto pursuant to this Agreement or any other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve Escrow London in any cost, expense, loss or liability; 7.6. 7.6 Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not escrow agent hereunder, other than with respect to any and all matters pertinent hereto; 7.7. 7.7 Escrow London shall not be liable for any mistake of fact or error of judgment, or for any acts or omissions of any kind; and 7.8 Depositor and Beneficiary hereby authorize Escrow London, if Escrow London is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Deposit Materials Documentation with the clerk of that court. 7.8. Nothing in this agreement shall limit or exclude any party’s liability with respect to liability for death or personal injury caused by negligence.

Indemnification Liability. 7.1. Beneficiary and Depositor hereby indemnify, and shall keep indemnified, and hold harmless Escrow London (and any of its officers, employees and agents) harmless from and against any and all damages, losses, costs, and any other liabilities or expenses or whatsoever kind, all whether direct or indirect and either awarded against, or agreed to be paid by, Escrow London (including reasonable attorneys’ fees and expenses) (“Damages”) that are suffered or incurred by Escrow London or to which it may otherwise become subject as result of: 7.1.1. ▇▇▇▇▇▇ London becoming involved in, or required to be involved in, any form of dispute resolution proceedings or litigation arising out of or in relation to any matter between the Beneficiary and Depositor in relation to the subject matter of this Agreement or the License Agreement; and 7.1.2. any claim by any third party for actual or alleged infringement of intellectual property rights in the Deposit Materials, including as a result of Escrow London conducting itself in accordance with the terms of this Agreement. (collectively, “Claims”). 7.2. In no event will Escrow London be liable for any incidental, direct or indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid under this Agreement. 7.37.2. Escrow London shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by ▇▇▇▇▇▇ Escrow London to be genuine and to have been presented or signed by the proper party or parties or a representative thereof; 7.47.3. Escrow London shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. Escrow London shall not be responsible for any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in this Agreement, the SaaS Agreement or any other agreement; 7.57.4. Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any of its rights as escrow agent hereunder or any rights of any other party hereto pursuant to this Agreement or any other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve Escrow London in any cost, expense, loss or liability; 7.67.5. Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not escrow agent hereunder, other than with respect to any and all matters pertinent hereto; 7.77.6. Depositor and Beneficiary hereby authorize authorise Escrow London, if Escrow London is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Deposit Materials with the clerk of that court. 7.87.7. Nothing in this agreement shall limit or exclude any party’s liability with respect to liability for death or personal injury caused by negligence.