Common use of INDEMNIFICATION OF EXCHANGE AGENT Clause in Contracts

INDEMNIFICATION OF EXCHANGE AGENT. TARGET and PARENT hereby jointly and severally covenant and agree to reimburse, indemnify and hold you harmless from and against any and all claims, actions, judgments, damages, losses, liabilities, costs, transfer or other taxes, and expenses (including, without limitation, reasonable attorneys fees and expenses) incurred or suffered without any negligence, bad faith or willful misconduct on your part, arising out of or incident to this Agreement or the administration of your duties hereunder, or arising out of or incident to your compliance with instructions set forth herein or with any instructions delivered to you pursuant hereto, or as a result of defending yourself against any claim or liability resulting from your actions as Exchange Agent, including any claim against you by any tendering TARGET Shareholder, which covenant and agreement shall survive the termination hereof. You hereby represent that you will notify TARGET and PARENT by letter, or facsimile confirmed by letter, of any receipt by you of a written assertion of a claim against you, or any action commenced against you, within ten (10) business days after your receipt of written notice of such assertion or your having been served with the summons or other first legal process giving information as to the nature and basis of any such assertion. However, you failure to so notify TARGET and PARENT shall not operate in any manner whatsoever to relieve TARGET and PARENT from any liability which they may have on account of this Section 13 if no prejudice occurs. At their election, TARGET and PARENT may assume the conduct of your defense in any such action or claim at their sole cost and expense. In the event that TARGET and PARENT elect to assume the defense of any such action or claim and confirm to you in writing that the indemnity provided for in this Section 13 applies to such action or claim, TARGET and PARENT shall not be liable for the fees and expenses of any counsel thereafter retained by you.

INDEMNIFICATION OF EXCHANGE AGENT. TARGET and PARENT The Company hereby jointly and severally covenant and agree to reimburse, indemnify and hold you harmless from and against any and all claims, actions, judgments, damages, losses, liabilities, costs, transfer or other taxes, and expenses (including, without limitation, reasonable attorneys attorneys' fees and expenses) incurred or suffered without by you, or to which you may become subject and not resulting from any negligence, bad faith or willful misconduct on your part, arising out of or incident to this Agreement or the administration of your duties hereunder, or arising out of or incident to your compliance with the instructions set forth herein or with any instructions delivered to you pursuant hereto, or as a result of defending yourself against any claim or liability resulting from your actions as Exchange Agent, including any claim against you by any tendering TARGET ShareholderWarrantholder, which covenant and agreement shall survive the termination hereof. You hereby represent that you will notify TARGET and PARENT the Company by letter, or facsimile confirmed by letter, of any receipt by you of a written assertion of a claim against you, or any action commenced against you, within ten five (105) business days after your receipt of written notice of such assertion or your having been served with the summons or other first legal process giving information as to the nature and basis of any such assertion. However, you your failure to so notify TARGET and PARENT the Company shall not operate in any manner whatsoever to relieve TARGET and PARENT the Company from any liability which they may have on account of this Section 13 14 if no prejudice occurs. At their its election, TARGET and PARENT the Company may assume the conduct of your defense in any such action or claim at their sole cost and expense. In the event that TARGET and PARENT the Company elect to assume the defense of any such action or claim and confirm to you in writing that the indemnity provided for in this Section 13 14 applies to such action or claim, TARGET and PARENT the Company shall not be liable for the fees and expenses of any counsel thereafter retained by you.

INDEMNIFICATION OF EXCHANGE AGENT. TARGET Nathan's, Acquisition and PARENT Miami Subs hereby jointly and severally covenant and agree to reimburse, indemnify and hold you harmless from and against any and all claims, actions, judgments, damages, losses, liabilities, costs, transfer or other taxes, and expenses (including, without limitation, reasonable attorneys attorneys' fees and expenses) incurred or suffered without by you, or to which you may become subject and not resulting from any negligence, bad faith or willful misconduct on your part, arising out of or incident to this Agreement or the administration of your duties hereunder, or arising out of or incident to your compliance with the instructions set forth herein or with any instructions delivered to you pursuant hereto, or as a result of defending yourself against any claim or liability resulting from your actions as Exchange Agent, including any claim against you by any tendering TARGET Miami Subs Shareholder, which covenant and agreement shall survive the termination hereof. You hereby represent that you will notify TARGET Nathan's, Acquisition and PARENT Miami Subs by letter, or facsimile confirmed by letter, of any receipt by you of a written assertion of a claim against you, or any action commenced against you, within ten five (105) business days after your receipt of written notice of such assertion or your having been served with the summons or other first legal process giving information as to the nature and basis of any such assertion. However, you your failure to so notify TARGET Nathan's, Acquisition and PARENT Miami Subs shall not operate in any manner whatsoever to relieve TARGET and PARENT them from any liability which they may have on account of this Section 13 14 if no prejudice occurs. At their election, TARGET Nathan's and PARENT Miami Subs may assume the conduct of your defense in any such action or claim at their sole cost and expense. In the event that TARGET Nathan's and PARENT Miami Subs elect to assume the defense of any such action or claim and confirm to you in writing that the indemnity provided for in this Section 13 14 applies to such action or claim, TARGET and PARENT they shall not be liable for the fees and expenses of any counsel thereafter retained by you.

INDEMNIFICATION OF EXCHANGE AGENT. TARGET The Company hereby covenants and PARENT hereby jointly and severally covenant and agree agrees to reimburse, indemnify and hold you the Agent harmless from and against any and all claims, actions, judgments, damages, losses, liabilities, costs, transfer or other taxes, and expenses (including, including without limitation, limitation reasonable attorneys attorney's fees and expenses) which, without gross negligence or willful misconduct by the Agent, may be paid, incurred or suffered without any negligenceby the Agent, bad faith or willful misconduct on your partto which the Agent may become subject, arising out of or incident to this Agreement or the administration of your its duties hereunder, or arising out of or incident to your its compliance with the instructions set forth herein or with any instructions delivered to you the Agent pursuant hereto, or as a result of defending yourself itself against any claim or liability resulting from your its actions as Exchange Agent, including any claim against you the Agent by any tendering TARGET ShareholderDebentureholder, which covenant and agreement shall survive the termination hereof. You The Agent hereby represent represents that you it will notify TARGET and PARENT the Company by lettertelephone, or facsimile confirmed by letterin writing, of any receipt by you the Agent of a written assertion of a claim against youthe Agent, or any action commenced against youthe Agent, within ten (10) business days after your its receipt of written notice of such assertion or your its having been served with the summons or other first legal process giving information as to the nature and basis of any such assertionaction. However, you the Agent's failure to so notify TARGET and PARENT the Company shall not operate in any manner whatsoever to relieve TARGET and PARENT the Company from any liability which they it may have on account of this Section 13 10 if no prejudice occurs. At their its election, TARGET and PARENT may the Company will assume the conduct of your the Agent's defense in any such action or claim at their its sole cost and expense. In the event that TARGET and PARENT elect the Company elects to assume the defense of any such action or claim and confirm confirms to you the Agent in writing that the indemnity provided for in this Section 13 10 applies to such action or claim, TARGET and PARENT the Company shall not be liable for the fees and expenses of any counsel thereafter retained by youthe Agent; the foregoing notwithstanding, if the Escrow Agent shall reasonably believe that separate counsel is necessary to protect its, interests, it shall be entitled to retain its own counsel and the reasonable fees and expenses of such counsel shall be payable by the Company.

INDEMNIFICATION OF EXCHANGE AGENT. TARGET and PARENT The Company hereby jointly and severally covenant and agree to reimburse, indemnify and hold you harmless from and against any and all claims, actions, judgments, damages, losses, liabilities, costs, transfer or other taxes, and expenses (including, without limitation, reasonable attorneys fees and expenses) incurred or suffered without any negligence, bad faith or willful misconduct on your part, arising out of or incident to this Agreement or the administration of your duties hereunder, or arising out of or incident to your compliance with instructions set forth herein or with any instructions delivered to you pursuant hereto, or as a result of defending yourself against any claim or liability resulting from your actions as Exchange Agent, including any claim against you by any tendering TARGET Shareholderthe Company Warrant Holder, which covenant and agreement shall survive the termination hereof. You hereby represent that you will notify TARGET and PARENT the Company by letter, or facsimile confirmed by letter, of any receipt by you of a written assertion of a claim against you, or any action commenced against you, within ten (10) business days after your receipt of written notice of such assertion or your having been served with the summons or other first legal process giving information as to the nature and basis of any such assertion. However, you your failure to so notify TARGET and PARENT the Company shall not operate in any manner whatsoever to relieve TARGET and PARENT the Company from any liability which they may have on account of this Section 13 if no prejudice occurs. At their election, TARGET and PARENT the Company may assume the conduct of your defense in any such action or claim at their sole cost and expense. In the event that TARGET and PARENT elect the Company elects to assume the defense of any such action or claim and confirm to you in writing that the indemnity provided for in this Section 13 applies to such action or claim, TARGET and PARENT the Company shall not be liable for the fees and expenses of any counsel thereafter retained by you.

INDEMNIFICATION OF EXCHANGE AGENT. TARGET The Company hereby covenants and PARENT hereby jointly and severally covenant and agree agrees to reimburse, indemnify and hold you harmless from and against any and all claims, actions, judgments, damages, losses, liabilities, costs, costs and transfer or other taxes, and expenses non-income taxes (including, without limitation, reasonable attorneys fees and expenses) incurred or suffered without any breach of this Agreement, negligence, bad faith or willful misconduct on your part, (a) arising out of or incident to this Agreement or the administration of your duties hereunder, or (b) arising out of or incident to your compliance with instructions set forth herein or with any instructions delivered to you pursuant hereto, or (c) as a result of defending yourself against any claim or liability resulting from your actions as Exchange Agent, including any claim against you by any tendering TARGET ShareholderOld Warrant Holder, which covenant and agreement shall survive the termination hereof. You hereby represent that you will notify TARGET and PARENT the Company by letter, or facsimile confirmed by letter, of any receipt by you of a written assertion of a claim against you, or any action commenced against you, within ten (10) business days after your receipt of written notice of such assertion or your having been served with the summons or other first legal process giving information as to the nature and basis of any such assertion. However, you your failure to so notify TARGET and PARENT the Company shall not operate in any manner whatsoever to relieve TARGET and PARENT the Company from any liability which they it may have on account of this Section 13 12 if no prejudice occurs. At their its election, TARGET and PARENT the Company may assume the conduct of your defense in any such action or claim claim, at their its sole cost and expense. In the event that TARGET and PARENT elect the Company elects to assume the defense of any such action or claim and confirm to you in writing that the indemnity provided for in this Section 13 applies to such action or claim, TARGET and PARENT the Company shall not be liable for the fees and expenses of any counsel thereafter retained by you.

INDEMNIFICATION OF EXCHANGE AGENT. TARGET and PARENT hereby jointly and severally covenant and agree to reimburse, indemnify and hold you harmless from and against any and all claims, actions, judgments, damages, losses, liabilities, costs, transfer or other taxes, and expenses (including, without limitation, reasonable attorneys attorneys' fees and expenses) incurred or suffered without any negligence, bad faith or willful misconduct on your part, arising out of or incident to this Agreement or the administration of your duties hereunder, or arising out of or incident to your compliance with instructions set forth herein or with any instructions delivered to you pursuant hereto, or as a result of defending yourself against any claim or liability resulting from your actions as Exchange Agent, including any claim against you by any tendering TARGET ShareholderShareholder or TARGET Warrantholder, which covenant and agreement shall survive the termination hereof. You hereby represent that you will notify TARGET and PARENT by letter, or facsimile confirmed by letter, of any receipt by you of a written assertion of a claim against you, or any action commenced against you, within ten (10) business days after your receipt of written notice of such assertion or your having been served with the summons or other first legal process giving information as to the nature and basis of any such assertion. However, you your failure to so notify TARGET and PARENT shall not operate in any manner whatsoever to relieve TARGET and PARENT from any liability which they may have on account of this Section 13 if no prejudice occurs. At their election, TARGET and PARENT may assume the conduct of your defense in any such action or claim at their sole cost and expense. In the event that TARGET and PARENT elect to assume the defense of any such action or claim and confirm to you in writing that the indemnity provided for in this Section 13 applies to such action or claim, TARGET and PARENT shall not be liable for the fees and expenses of any counsel thereafter retained by you.

INDEMNIFICATION OF EXCHANGE AGENT. TARGET YSI and PARENT CSC hereby jointly and severally covenant and agree to reimburse, indemnify and hold you harmless from and against any and all claims, actions, judgments, damages, losses, liabilities, costs, transfer or other taxes, and expenses (including, including without limitation, limitation reasonable attorneys attorneys' fees and expenses) incurred or suffered without by you, or to which you may become subject and not resulting from, any negligence, bad faith or willful misconduct on your part, arising out of or incident to this Agreement or the administration of your duties hereunder, or arising out of or incident to your compliance with the instructions set forth herein or with any instructions delivered to you pursuant hereto, or as a result of defending yourself against any claim or liability resulting from your actions as Exchange Agent, including any claim against you by any tendering TARGET ShareholderYSI Stockholder, which covenant and agreement shall survive the termination hereof. You hereby represent that you will notify TARGET YSI and PARENT CSC by letter, or facsimile confirmed by letter, of any receipt by you of a written assertion of a claim against you, or any action commenced against you, within ten (10) business days after your receipt of written notice of such assertion or your having been served with the summons or other first legal process giving information as to the nature and basis of any such assertionaction. However, you your failure to so notify TARGET YSI and PARENT CSC shall not operate in any manner whatsoever to relieve TARGET YSI and PARENT CSC from any liability which they may have on account of this Section 13 14 if no prejudice occurs. At their election, TARGET YSI and PARENT CSC may assume the conduct of your defense in any such action or claim at their sole cost and expense. In the event that TARGET YSI and PARENT CSC elect to assume the defense of any such action or claim and confirm to you in writing that the indemnity provided for in this Section 13 14 applies to such action or claim, TARGET YSI and PARENT CSC shall not be liable for the fees and expenses of any counsel thereafter retained by you.

INDEMNIFICATION OF EXCHANGE AGENT. TARGET Herlxx, Xxquisition and PARENT GMC hereby jointly and severally covenant and agree to reimburse, indemnify and hold you harmless from and against any and all claims, actions, judgments, damages, losses, liabilities, costs, transfer or other taxes, and expenses (including, without limitation, reasonable attorneys attorneys' fees and expenses) incurred or suffered without by you, or to which you may become subject and not resulting from any negligence, bad faith or willful misconduct on your part, arising out of or incident to this Agreement or the administration of your duties hereunder, or arising out of or incident to your compliance with the instructions set forth herein or with any instructions delivered to you pursuant hereto, or as a result of defending yourself against any claim or liability resulting from your actions as Exchange Agent, including any claim against you by any tendering TARGET GMC Shareholder, which covenant and agreement shall survive the termination hereof. You hereby represent that you will notify TARGET Herlxx, Xxquisition and PARENT GMC by letter, or facsimile confirmed by letter, of any receipt by you of a written assertion of a claim against you, or any action commenced against you, within ten five (105) business days after your receipt of written notice of such assertion or your having been served with the summons or other first legal process giving information as to the nature and basis of any such assertion. However, you your failure to so notify TARGET Herlxx, Xxquisition and PARENT GMC shall not operate in any manner whatsoever to relieve TARGET and PARENT them from any liability which they may have on account of this Section 13 14 if no prejudice occurs. At their election, TARGET Herlxx, Xxquisition and PARENT GMC may assume the conduct of your defense in any such action or claim at their sole cost and expense. In the event that TARGET Herlxx, Xxquisition and PARENT GMC elect to assume the defense of any such action or claim and confirm to you in writing that the indemnity provided for in this Section 13 14 applies to such action or claim, TARGET and PARENT they shall not be liable for the fees and expenses of any counsel thereafter retained by you.