Indemnification to Escrow Agent Sample Clauses
Indemnification to Escrow Agent. OEP and the Company agree to jointly and severally indemnify and hold harmless, the Escrow Agent from and against any and all losses, liabilities, costs, damages, claims, settlements, actions, suits, proceedings, judgments, litigation or expenses (including reasonable fees and expenses of counsel) (collectively “Losses”) arising out of or in connection with (i) the Escrow Agent’s execution and performance of this Agreement, tax reporting or withholding, the enforcement of any rights or remedies under or in connection with this Agreement, or as may arise by reason of any act, omission or error of the Escrow Agent, except to the extent that such Losses are finally adjudicated by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of the Escrow Agent or (ii) the Escrow Agent’s following any singular or joint instructions or directions from the Parties. The Parties acknowledge that the foregoing indemnities shall survive the resignation, replacement or removal of the Escrow Agent or the termination of this Agreement until expiration of the applicable statute of limitations. ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. The parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Funds for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds for its own account any amounts due to the Escrow Agent under this Section 5.2. The obligations contained in this Section 5.2 shall survive the termination of this Agreement and the resignation, replacement or removal of the Escrow Agent.
Indemnification to Escrow Agent. Greensteam, Aera, and the Company each hereby agree, jointly and severally, to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and counsel fees and disbursements which may be imposed upon the Escrow Agent or incurred by the Escrow Agent in connection with its acceptance of appointment as Escrow Agent hereunder or the performance of its duties hereunder, excepting gross negligence or willful misconduct on the part of the Escrow Agent, including any litigation arising from this Agreement or involving the subject matter hereof.
Indemnification to Escrow Agent. The Lessee hereby agrees to indemnify and hold the Escrow Agent and its directors, officers, agents and employees (collectively, the "Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket, incidental expenses, legal fees and expenses (“Losses”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instruction or other direction upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement. In addition to and not in limitation of the immediately preceding sentence, the Lessee also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent’s performance under this Escrow Agreement, provided the Escrow Agent has not acted with negligence, engaged in willful misconduct, or breached any provision of this Escrow Agreement. The provisions of this Section 4.4 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason.