Indemnification of the Escrow Agent. The Company and the Dealer Manager hereby jointly and severally indemnify, defend and hold the Escrow Agent (and its officers, directors, employees and agents) harmless from and against any and all loss, claim, liability, cost, damage and expense, including, without limitation, reasonable 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 action, claim or proceeding is the result of the willful misconduct or gross negligence of the Escrow Agent. The provisions of this section shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.
Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from and at all times after the date of the Split-Off Escrow Agreement, indemnify and hold harmless the Escrow Agent and each partner, director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”), to the fullest extent permitted by law and to the extent provided herein, 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 attorney’s 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 the parties to the Split-Off Escrow Agreement, 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 the Split-Off Escrow Agreement or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action or 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 liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. The obligations of the parties under this section shall survive any termination of this Agreement.
Indemnification of the Escrow Agent. The Seller and the Purchaser will indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages or expenses (including reasonable attorneys' fees) the Escrow Agent may sustain by reason of its service as escrow agent hereunder, except to the extent such loss, cost, damage or expense (including reasonable attorneys' fees) was incurred solely by reason of such acts or omissions for which the Escrow Agent is liable or responsible under Section 9 hereunder.
Indemnification of the Escrow Agent. The Company hereby agrees to defend, indemnify, and to hold the Escrow Agent harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on the part of Escrow Agent arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder, including the cost and expense of defending itself against any claim or liability.
Indemnification of the Escrow Agent. (a) Borrower shall be responsible for 50% of, and (b) Lender shall be responsible for 50% of: the reasonable fees and expenses charged and incurred by the Escrow Agent arising out of or in connection with this Agreement, including all legal and other professional fees and disbursements charged by the Escrow Agent and all fees and expenses of any experts, advisors, agents or agencies employed by the Escrow Agent pursuant to this Section 4.2. Notwithstanding the foregoing, Borrower and Lender shall be jointly and severally responsible for the payment of all the reasonable fees and expenses charged and incurred by the Escrow Agent arising out of or in connection with this Agreement, including all legal and other professional fees and disbursements charged by the Escrow Agent and all fees and expenses of any experts, advisors, agents or agencies employed by the Escrow Agent pursuant to this Section 4.2. Borrower and Lender, each as to 50%, agree to indemnify, defend and hold the Escrow Agent harmless from and against any and all Losses suffered or incurred by it as a result of or arising directly or indirectly out of or in connection with its acting as escrow agent under this Agreement except where such Losses result from the Escrow Agent’s own wilful misconduct, gross negligence or bad faith. Notwithstanding the foregoing, Borrower and Lender shall be jointly and severally responsible for indemnifying, defending and holding the Escrow Agent harmless from and against any and all Losses suffered or incurred by it as a result of or arising directly or indirectly out of or in connection with its acting as escrow agent under this Agreement except where such Losses result from the Escrow Agent’s own wilful misconduct, gross negligence or bad faith. In acting hereunder, the Escrow Agent shall be fully protected in relying upon, and shall be entitled to rely upon, the procedures set out in this Agreement or an opinion of counsel or other advisor reasonably satisfactory to the Escrow Agent as to the fulfilment of its duties and obligations hereunder. The Escrow Agent may employ such experts, advisors, agents or agencies as it may reasonably require for the purpose of discharging its duties under this Agreement and shall not be responsible for any act or omission with respect to its or such parties’ administration of this Agreement except for its or their wilful misconduct, gross negligence or bad faith.
Indemnification of the Escrow Agent. (a) For the purposes of this Section 5.4, references to the Escrow Agent shall include the Escrow Agent’s officers, directors, employees, counsel and agents.
Indemnification of the Escrow Agent. Subject to the other provisions of this Agreement, the Company and the Purchaser agree to indemnify, in equal parts (50%-50%) and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on the Escrow Agent or incurred by the Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. Notwithstanding the foregoing, there shall be no indemnification obligation under this Section in an event of the Escrow Agent’s breach of this Agreement, violation of applicable laws, gross negligence, bad faith or willful misconduct. The Escrow Agent shall notify the Company and the Purchaser in writing of any written assertion of a claim against the Escrow Agent, promptly after the Escrow Agent shall have received any such information as to the nature and basis of the claim or learns of circumstances that may bring about such claim. The Escrow Agent agrees not to settle any litigation in connection with any claim or liability with respect to which the Escrow Agent may seek indemnification from the Company and the Purchaser without the prior written consent of the Company and the Purchaser.
Indemnification of the Escrow Agent. Each Participating Public Entity and TMPA hereby agree to indemnify the Escrow Agent and hold it harmless from and against any and all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature, which the Escrow Agent may incur or with which it may be threatened, directly or indirectly, arising from or in any way connected with this Agreement or which may result from the Escrow Agent’s following of instructions from the Participating Public Entities or TMPA in accordance with this Agreement, and in connection therewith, to indemnify the Escrow Agent against any and all expenses, including reasonable attorneys’ fees and the cost of defending any action, suit or proceeding or resisting any claim, whether or not litigation is instituted, but nothing herein shall be construed to obligate TMPA or the Participating Public Entities to so indemnify the Escrow Agent to the extent that it is determined that the Escrow Agent has breached its fiduciary duties, acted outside the scope of authority provided by this Agreement, acted in a grossly negligent manner or with willful misconduct. The provisions of this Section 4.3 shall survive the termination of this Agreement.
Indemnification of the Escrow Agent. 12.01 Addison York and Vendor, or their respective successors and assigns, jointly and severally agree to indemnify and save and hold harmless the Escrow Agent and its successors and assigns of, from and against all losses, costs and expenses that the Escrow Agent shall sustain or incur as a result of the Escrow Agent's involvement as a party thereto in any litigation commenced prior to the termination of this Agreement, arising from the performance by the Escrow Agent of its duties and responsibilities under and pursuant to this Agreement that is not attributable in any manner, or to any extent, to any action taken, or omitted, by the Escrow Agent in connection with this Agreement in respect of which the Escrow Agent shall have been adjudged to have been negligent.
Indemnification of the Escrow Agent. Each of BancPlus and the former shareholders of FTC through the Representative (but only to the extent of the Escrow Amount) hereby jointly and severally release, acquit and discharge the Escrow Agent and agree to indemnify the Escrow Agent and its officers, directors, employees, representatives, attorneys and agents (collectively, the “Indemnitees”) against and hold the Indemnitees harmless from any and all direct or indirect payments, recoveries, deficiencies, fines, penalties, assessments, actions, causes of action, suits, losses, damages, costs and expenses (including costs of investigation and defense and reasonable attorneys’ fees), whether accrued, absolute, contingent, known, unknown or otherwise (“Damages”), suffered or incurred by the Indemnitees as a result of, in connection with or arising from or out of the acts or omissions of any Indemnitee in the performance of or otherwise pursuant to this Agreement, except for such Damages that result directly from the Escrow Agent’s gross negligence or willful misconduct. All protections and indemnities benefiting the Escrow Agent (and any other Indemnitee) are cumulative of any other rights it (or they) may have by law or otherwise, and will survive the termination of this Agreement.
