Common use of INDEMNIFICATION OF EXCHANGE AGENT Clause in Contracts

INDEMNIFICATION OF EXCHANGE AGENT. (a) MGS, Trinity and Merger Sub (for the purposes of this Section 8.03, the "Indemnitors") agree to indemnify the Exchange Agent ( the "Indemnitee") against, and hold him harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitee. (b) If the indemnification provided for in Section 8.03(a) is applicable, but for any reason is held to be unavailable, the Indemnitors shall jointly and severally contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitee for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitee as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.

INDEMNIFICATION OF EXCHANGE AGENT. (a) MGS, Trinity Chantal and Merger Sub CSI (for the purposes of this Section 8.03, the "IndemnitorsINDEMNITORS") agree to indemnify the Exchange Agent ( and its partners, officers, directors, employees and agents (collectively, the "IndemniteeINDEMNITEES") against, and hold him them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee Indemnitees arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the IndemniteeIndemnitees. (b) If the indemnification provided for in Section 8.03(a) is applicable, but for any reason is held to be unavailable, the Indemnitors shall jointly and severally contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitee Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitee Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.

INDEMNIFICATION OF EXCHANGE AGENT. (a) MGS, Trinity 8.1 Somerset and Merger Sub Secure (for the purposes of this Section 8.038.1, the "“Indemnitors") ”), jointly and severally, agree to indemnify the Exchange Agent ( and its partners, employees and agents (collectively, the "Indemnitee"“Indemnitees”) against, and hold him them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee Indemnitees arising out of or relating in any way to the Exchange Agent's ’s service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the IndemniteeIndemnitees. (b) 8.2 If the indemnification provided for in Section 8.03(a) 8.1 is applicable, but for any reason is held to be unavailable, the Indemnitors shall jointly and severally contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitee Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitee Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.

INDEMNIFICATION OF EXCHANGE AGENT. (a) MGS, Trinity Physicians Remote and Merger Sub Valtech (for the purposes of this Section 8.03, the "“Indemnitors"”) agree to will indemnify the Exchange Acquisition Agent ( (the "“Indemnitee"”) against, and hold him harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee arising out of or relating in any way to the Exchange Acquisition Agent's ’s service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitee. (b) . If the indemnification provided for in Section 8.03(a) is applicable, but for any reason is held to be unavailable, the Indemnitors shall jointly and severally contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitee for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitee as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.

INDEMNIFICATION OF EXCHANGE AGENT. (a) MGS, Trinity and Merger Sub BankEngine Principal Stockholder (for the purposes of this Section 8.03, the "IndemnitorsINDEMNITOR") agree to indemnify the indemniFY THE Exchange Agent ( and its partners, officers, directors, employees and agents (collectively, the "IndemniteeINDEMNITEES") against, and hold him holD THEM harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee Indemnitees arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the IndemniteeIndemnitees. (b) If the indemnification provided for in Section 8.03(a) is applicable, but for any reason is held to be unavailable, the Indemnitors Indemnitor shall jointly and severally contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitee Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitee Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the IndemnitorsIndemnitor.

INDEMNIFICATION OF EXCHANGE AGENT. (a) MGS, Trinity Palmera and Merger Sub (for the purposes of this Section 8.03, the "Indemnitors") agree to indemnify the Exchange Agent ( the "Indemnitee") against, and hold him harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitee. (b) If the indemnification provided for in Section 8.03(a) is applicable, but for any reason is held to be unavailable, the Indemnitors shall jointly and severally contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitee for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitee as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.

INDEMNIFICATION OF EXCHANGE AGENT. (a) MGS, Trinity 8.1 Somerset and Merger Sub Secure (for the purposes of this Section 8.038.1, the "Indemnitors") ), jointly and severally, agree to indemnify the Exchange Agent ( and its partners, employees and agents (collectively, the "IndemniteeIndemnitees") against, and hold him them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee Indemnitees arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the IndemniteeIndemnitees. (b) 8.2 If the indemnification provided for in Section 8.03(a) 8.1 is applicable, but for any reason is held to be unavailable, the Indemnitors shall jointly and severally contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitee Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitee Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.

INDEMNIFICATION OF EXCHANGE AGENT. (a) MGSXxxxxx, Trinity XXX and Merger Sub (for the purposes of this Section 8.036.3.3, the "Indemnitors") agree to indemnify the Exchange Agent ( and its partners, officers, directors, employees and agents (collectively, the "IndemniteeIndemnitees") against, and hold him them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel feesLosses, which the Indemnitee Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee Indemnitees arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the IndemniteeIndemnitees. (b) If the indemnification provided for in Section 8.03(a6.3.3(a) is applicable, but for any reason is held to be unavailable, except due to the willful misconduct of gross negligence of the Indemnitees, the Indemnitors shall jointly and severally contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitee Indemnitees for, the aggregate of any and all lossesLosses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitee Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.

INDEMNIFICATION OF EXCHANGE AGENT. (a) MGSM-GAB, Trinity DaLian US and Merger Sub (for the purposes of this Section 8.03, the "IndemnitorsINDEMNITORS") agree to indemnify the Exchange Agent ( and its partners, officers, directors, employees and agents (collectively, the "IndemniteeINDEMNITEES") against, and hold him them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee Indemnitees arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the IndemniteeIndemnitees. (b) If the indemnification provided for in Section 8.03(a) is applicable, but for any reason is held to be unavailable, the Indemnitors shall jointly and severally contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitee Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitee Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.

INDEMNIFICATION OF EXCHANGE AGENT. (ai) MGSePhone, Trinity Champion and Merger Sub (for the purposes of this Section 8.03, the "Indemnitors") agree to indemnify the Exchange Agent ( and its partners, officers, directors, employees and agents (collectively, the "IndemniteeIndemnitees") against, and hold him them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee Indemnitees arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the IndemniteeIndemnitees. (bii) If the indemnification provided for in Section 8.03(a8.03(i) is applicable, but for any reason is held to be unavailable, the Indemnitors shall jointly and severally contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitee Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitee Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.

INDEMNIFICATION OF EXCHANGE AGENT. (a) MGSVirilitec, Trinity ROO Media and Merger Sub (for the purposes of this Section 8.03, the "IndemnitorsINDEMNITORS") agree to indemnify the Exchange Agent ( and its partners, officers, directors, employees and agents (collectively, the "IndemniteeINDEMNITEES") against, and hold him them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee Indemnitees arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the IndemniteeIndemnitees. (b) If the indemnification provided for in Section 8.03(a) is applicable, but for any reason is held to be unavailable, the Indemnitors shall jointly and severally contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitee Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitee Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.

INDEMNIFICATION OF EXCHANGE AGENT. (ai) MGSAUGI, Trinity Lifetime and Merger Sub (for the purposes of this Section 8.03, the "Indemnitors") agree to indemnify the Exchange Agent ( and its partners, officers, directors, employees and agents (collectively, the "IndemniteeIndemnitees") against, and hold him them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee Indemnitees arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the IndemniteeIndemnitees. (bii) If the indemnification provided for in Section 8.03(a8.03(1) is applicable, but for any reason is held to be unavailable, the Indemnitors shall jointly and severally contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitee Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitee Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.

INDEMNIFICATION OF EXCHANGE AGENT. (a) MGSCAE, Trinity Ostar and Merger Sub (for the purposes of this Section 8.03, the "Indemnitors") agree to indemnify the Exchange Agent ( and its partners, officers, directors, employees and agents (collectively, the "IndemniteeIndemnitees") against, and hold him them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee Indemnitees arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the IndemniteeIndemnitees. (b) If the indemnification provided for in Section 8.03(a) is applicable, but for any reason is held to be unavailable, the Indemnitors shall jointly and severally contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitee Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitee Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.

INDEMNIFICATION OF EXCHANGE AGENT. (a) MGS, Trinity Palmera and Merger Sub (for the purposes of this Section 8.03, the "Indemnitors") agree to indemnify the Exchange Agent ( (the "Indemnitee") against, and hold him harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitee. (b) If the indemnification provided for in Section 8.03(a) is applicable, but for any reason is held to be unavailable, the Indemnitors shall jointly and severally contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitee for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitee as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.