Common use of Indemnification of Escrow Agent Clause in Contracts

Indemnification of Escrow Agent. The Company and the Dealer Manager hereby agree to, jointly and severally, indemnify, defend and hold harmless the Escrow Agent from and against any and all losses, liabilities, costs, damages and expenses, including, without limitation, reasonable attorneys’ fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates unless such loss, liability, cost, damage or expense is finally determined by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of the Escrow Agent. The terms of this Section 12 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

Indemnification of Escrow Agent. The Company and the Dealer Manager hereby agree to, jointly and severally, severally indemnify, defend and hold harmless the Escrow Agent from and against against, any and all lossesloss, liabilitiesliability, costscost, damages damage and expensesexpense, including, without limitation, reasonable attorneys’ counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Escrow Agreement or any transaction to which this Escrow Agreement relates unless such loss, liability, cost, damage or expense is finally determined by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of the Escrow Agent. The terms of this Section 12 10 shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.

Indemnification of Escrow Agent. The Company and the Dealer Manager hereby agree to, jointly and severally, indemnify, defend and hold harmless the Escrow Agent from and against any and all losses, liabilities, costs, damages and expenses, including, without limitation, reasonable attorneys’ counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates unless such loss, liability, cost, damage or expense is finally determined by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of the Escrow Agent. The terms of this Section 12 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

Indemnification of Escrow Agent. The Company and the Dealer Manager Managers hereby agree to, jointly and severally, indemnify, defend and hold harmless the Escrow Agent from and against against, any and all losses, liabilities, costs, damages and expenses, including, without limitation, reasonable attorneys’ counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates unless such loss, liability, cost, damage or expense is finally determined by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of the Escrow Agent. The terms of this Section 12 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

Indemnification of Escrow Agent. The Company and the Dealer Manager hereby agree to, jointly and severally, severally indemnify, defend and hold harmless the Escrow Agent from and against against, any and all lossesloss, liabilitiesliability, costscost, damages damage and expensesexpense, including, without limitation, reasonable attorneys’ counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Escrow Agreement or any transaction to which this Escrow Agreement relates unless such loss, liability, cost, damage or expense is finally determined by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of the Escrow Agent. The terms of this Section 12 11 shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.

Indemnification of Escrow Agent. The Company and the Dealer Manager hereby agree to, severally but not jointly and severally, indemnify, defend and hold harmless the Escrow Agent from and against against, any and all lossesloss, liabilitiesliability, costscost, damages damage and expensesexpense, including, without limitation, reasonable attorneys’ counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Escrow Agreement or any transaction to which this Escrow Agreement relates unless such loss, liability, cost, damage or expense is finally determined by a court of competent jurisdiction to have been primarily caused by the gross negligence negligence, recklessness or willful misconduct of the Escrow Agent. The terms of this Section 12 10 shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.

Indemnification of Escrow Agent. The Company Fund and the Dealer Intermediary Manager hereby agree to, severally but not jointly and severally, indemnify, defend and hold harmless the Escrow Agent from and against against, any and all lossesloss, liabilitiesliability, costscost, damages damage and expensesexpense, including, without limitation, reasonable attorneys’ counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Escrow Agreement or any transaction to which this Escrow Agreement relates unless such loss, liability, cost, damage or expense is finally determined by a court of competent jurisdiction to have been primarily caused by the gross negligence negligence, recklessness or willful misconduct of the Escrow Agent. The terms of this Section 12 10 shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.

Indemnification of Escrow Agent. The Company and the Dealer Manager Affiliated Selling Agent hereby agree to, jointly and severally, severally indemnify, defend and hold harmless the Escrow Agent from and against against, any and all lossesloss, liabilitiesliability, costscost, damages damage and expensesexpense, including, without limitation, reasonable attorneys’ counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Escrow Agreement or any transaction to which this Escrow Agreement relates unless such loss, liability, cost, damage or expense is finally determined by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of the Escrow Agent. The terms of this Section 12 10 shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.

Indemnification of Escrow Agent. The Company Issuer and the Dealer Manager hereby agree to, jointly and severally, indemnify, defend and hold harmless the Escrow Agent from and against against, any and all losses, liabilitiesliabilities and damages, costs, damages reasonable costs and expenses, including, without limitation, reasonable attorneys’ counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates unless such loss, liability, cost, damage or expense is finally determined by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of the Escrow Agent. The terms of this Section 12 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

Indemnification of Escrow Agent. The Company and the Dealer Manager hereby agree to, jointly and severally, severally indemnify, defend and hold harmless the Escrow Agent from and against against, any and all lossesloss, liabilitiesliability, costscost, damages damage and expenses, expense including, without limitation, reasonable attorneys’ documented counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Escrow Agreement or any transaction to which this Escrow Agreement relates unless except to the extent such loss, liability, cost, damage or expense is finally determined by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of the Escrow Agent. The terms of this Section 12 10 shall survive the assignment or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.