Indemnification of Escrow Holder. The Seller and Buyer shall indemnify, save, defend, keep and hold harmless the Escrow Holder from any and all loss, damage, cost, charge, liability, cost of litigation, or other expense, including without limitation attorney’s fees and court costs, arising out of its obligations and duties, including but not limited to (i) disputes arising or concerning amounts of money to be paid, (ii) funds available for such payments, (iii) persons to whom payments should be made or (iv) any delay in the electronic wire transfer of funds, as Escrow Holder, unless Escrow Holder’s actions constitute gross negligence or willful misconduct.
Indemnification of Escrow Holder. (a) If this Agreement or any matter relating hereto shall become the subject of any litigation or controversy, Buyer and Seller agree, jointly and severally, to hold Escrow Holder free and harmless from any loss or expense, including reasonable attorneys’ fees, that may be suffered by it by reason thereof, except for losses or expenses which may arise from Escrow Holder’s negligent or willful misconduct. If conflicting demands are made or notices served upon Escrow Holder with respect to this Agreement, the parties expressly agree that Escrow Holder shall be entitled to file a suit in interpleader and obtain an order from the court requiring the parties to interplead and litigate their several claims and rights among themselves. Upon the filing of the action in interpleader, Escrow Holder shall be fully released and discharged from any obligations imposed upon it by this Agreement.
Indemnification of Escrow Holder. Optionor and Optionee hereby indemnify and hold harmless Escrow Holder for having disbursed the Option Payments, including the Option Fee, to Optionor prior to Closing and the recording of the a Deed, if applicable, in each case in accordance with the terms thereof.
Indemnification of Escrow Holder. The SELLERS, STOCXXXX xxx the COMPANY jointly and severally, release, indemnify and hold harmless the ESCROW HOLDER from all costs, charges, claims, demands, damages, losses and expenses resulting from the ESCROW HOLDER's compliance in good faith with this Agreement.
Indemnification of Escrow Holder. From and at all times after the date of this Escrow Agreement, Company shall, to the fullest extent permitted by law, indemnify and hold harmless the Escrow Holder and each director, officer, employee, attorney, agent and affiliate of Escrow Holder (collectively, the "Indemnified Parties") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys' fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Company or Placement Agents, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify Company in writing, and Company shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that Company shall be required to pay such fees and expenses if (a) Company agrees to pay such fees and expenses, or (b) Company shall fail to assume the defense of...
Indemnification of Escrow Holder. The Seller and Buyer shall indemnify, save, defend, keep and hold harmless the Escrow Holder from any and all loss, damage, cost, charge, liability, cost of litigation, or other expense, including without limitation attorney’s fees and court costs, arising out of its obligations and duties, including but not limited to (i) disputes arising or concerning amounts of money to be paid, (ii) persons to whom payments should be made or (iii) any delay in the electronic wire transfer of funds, as Escrow Holder, unless Escrow Holder’s actions constitute gross negligence or willful misconduct.
Indemnification of Escrow Holder. If this Agreement or any matter relating to it becomes the subject of any litigation or controversy, Buyer and Seller agree, jointly and severally, to hold Escrow Holder free and harmless from any loss or expense, including attorney fees, that may be suffered by it by reason thereof, except if by reason of Escrow Holder's own gross negligence. In the event conflicting demands are made or notices are served on Escrow Holder with respect to this Agreement, Buyer and Seller expressly agree that Escrow Holder shall be entitled to file suit in interpleader and obtain an order from the court requiring Buyer and Seller to interplead and litigate their several claims and rights among themselves. Upon filing the action in interpleader, Escrow Holder shall be fully released and discharged from any obligations imposed on it by this Agreement.
Indemnification of Escrow Holder. If this Agreement or any -------------------------------- matter relating hereto shall become the subject of any litigation or controversy, Buyer and Seller agree, jointly and severally, to hold Escrow Holder free and harmless from any loss or expense, including reasonable attorneys' fees that may be suffered by it by reason thereof, other than arising out of Escrow Holder's own negligence, willful misconduct or failure to observe its instructions and obligations hereunder. In the event conflicting demands are made or notices served upon Escrow Holder with respect to this Agreement, the Buyer and Seller expressly agree that Escrow Holder shall be entitled to file a suit in interpleader and obtain an order from the court requiring Buyer and Seller to interplead and litigate their several claims and rights among themselves. Upon the filing of the action in interpleader, Escrow Holder shall be fully released and discharged from any obligations imposed on it by this Agreement.
Indemnification of Escrow Holder. Parent, the Company and each of the Company Stockholders hereby agrees to indemnify, defend and hold the Escrow Holder harmless from and against any claims, causes of actions, suits or similar proceedings (including reasonable attorneys fees and costs of investigation) arising out of or relating to Escrow Holder’s actions as Escrow Holder; provided, however, that no indemnification shall be required with respect to any actions determined by a court or arbitrator of competent jurisdiction to be grossly negligent or taken in bad faith. Any Escrow Agreement shall contain customary indemnification provisions whereby Parent and the Stockholder Representative, on behalf of all Company Stockholders, indemnify, defend, and hold Escrow Holder harmless from and against claims arising out of or relating to the Escrow Account or the Escrow Agreement.
Indemnification of Escrow Holder. Buyer and Seller each agree to jointly and severally indemnify and hold harmless Escrow Holder against any and all Liabilities in any way incurred by Escrow Holder (except to the extent arising from negligence, willful misconduct or breach of this Agreement by Escrow Holder) in connection with or as a result of any disagreement between Buyer and Seller under this Agreement or otherwise incurred by Escrow Holder in any way on account of its role as Escrow Holder.
