Common use of Indemnification of Escrow Agent Clause in Contracts

Indemnification of Escrow Agent. The Holder and its successors and assigns agrees to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and reasonable counsel fees and disbursements, that may be imposed on the Escrow Agent or incurred by the Escrow Agent in good faith and without gross negligence or willful misconduct in connection with the performance of the duties under this Agreement, including, but not limited to, any litigation arising from this Agreement or involving its subject matter.

Indemnification of Escrow Agent. (a) The Holder and its successors and assigns Company agrees to indemnify and hold the Escrow Agent for, and to hold it harmless against against, any and all lossesloss incurred without gross negligence, claims, damages, liabilities and expenses, including reasonable costs of investigation and reasonable counsel fees and disbursements, that may be imposed willful misconduct or bad faith on the Escrow Agent Agent's part, arising out of or incurred by the Escrow Agent in good faith and without gross negligence or willful misconduct in connection with the performance administration of the duties under this Agreement, including, but including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. This indemnification shall not limited to, apply to any litigation arising from direct claim against the Escrow Agent by the Company alleging a breach of this Agreement or involving its subject matterAgreement.

Indemnification of Escrow Agent. The Holder Buyer and its successors and assigns agrees to indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and reasonable counsel fees and disbursements, that may be imposed on the Escrow Agent or Losses incurred by the Escrow Agent in good faith and without gross negligence or willful misconduct in connection with the performance of the Escrow Agent's duties under this Agreement, including, including but not limited to, to any litigation arising from this Agreement or involving its subject matter. In no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits).

Indemnification of Escrow Agent. The Holder and its successors and assigns agrees to indemnify and hold Escrow Agent harmless against xxxxxxt any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and reasonable counsel fees and disbursements, that may be imposed on the Escrow Agent or incurred by the Escrow Agent in good faith and without gross negligence or willful misconduct in connection with the performance of the duties under this Agreement, including, but not limited to, any litigation arising from this Agreement or involving its subject matter.

Indemnification of Escrow Agent. The Holder parties hereto jointly and its successors and assigns agrees severally agree to indemnify the Escrow Agent and to hold the Escrow Agent harmless against from any loss, liability and all lossesexpenses incurred without willful misconduct, claims, damages, liabilities and expenses, including reasonable costs bad faith or gross negligence on the part of investigation and reasonable counsel fees and disbursements, that may be imposed on the Escrow Agent arising out of or incurred in connection with the acceptance or administration by the Escrow Agent in good faith of its duties hereunder including the legal fees, costs and without gross negligence or willful misconduct in connection with the performance expenses of the duties under this Agreement, including, but not limited to, defending itself against any litigation arising from this Agreement or involving its subject matterclaims of liability hereunder.

Indemnification of Escrow Agent. The Holder Company and its successors and assigns agrees agree jointly and severally to indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities liabilities, and expenses, including reasonable costs of investigation investigation, counsel fees, including allocated costs of in-house counsel and reasonable counsel fees and disbursements, disbursements that may be imposed on the Escrow Agent or incurred by the Escrow Agent in good faith and without gross negligence or willful misconduct in connection with the performance of the its duties under this Agreement, including, including but not limited to, to any litigation arising from this Agreement or involving its subject matter.

Indemnification of Escrow Agent. The Trust and the Holder and its their respective successors and assigns agrees agree to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and reasonable counsel fees and disbursements, that may be imposed on the Escrow Agent or incurred by the Escrow Agent in good faith and without gross negligence or willful misconduct in connection with the performance of the duties under this Agreement, including, but not limited to, any litigation arising from this Agreement or involving its subject matter.

Indemnification of Escrow Agent. The Holder and its successors and assigns agrees to indemnify and hold Escrow Xxxxxx Agent harmless against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and reasonable counsel fees and disbursements, that may be imposed on the Escrow Agent or incurred by the Escrow Agent in good faith and without gross negligence or willful misconduct in connection with the performance of the duties under this Agreement, including, but not limited to, any litigation arising from this Agreement or involving its subject matter.

Indemnification of Escrow Agent. The Holder and its successors and assigns agrees to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities xxxxxlities and expenses, including reasonable costs of investigation and reasonable counsel fees and disbursements, that may be imposed on the Escrow Agent or incurred by the Escrow Agent in good faith and without gross negligence or willful misconduct in connection with the performance of the duties under this Agreement, including, but not limited to, any litigation arising from this Agreement or involving its subject matter.

Indemnification of Escrow Agent. The Trustee and Call Holder and its their respective successors and assigns agrees agree to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and reasonable counsel fees and disbursements, that may be imposed on the Escrow Agent or incurred by the Escrow Agent in good faith and without gross negligence or willful misconduct in connection with the performance of the duties under this Agreement, including, but not limited to, any litigation arising from this Agreement or involving its subject matter.

Indemnification of Escrow Agent. The Holder Company and its successors Holder, jointly and assigns agrees severally, agree to indemnify the Escrow Agent and hold Escrow Agent harmless against from any loss, liability and all losses, claims, damages, liabilities and expenses, expenses incurred (including reasonable costs counsel fees) on the part of investigation and reasonable counsel fees and disbursements, that may be imposed on the Escrow Agent arising out of or incurred in connection with the acceptance or administration by the Escrow Agent in good faith of its duties hereunder, including the fees, costs and without gross negligence or willful misconduct in connection with the performance expenses of the duties under this Agreement, including, but not limited to, defending itself against any litigation arising from this Agreement or involving its subject matterclaims of liability hereunder.