Indemnity of Escrow Agent. The Client hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities, attorneys’ fees (even if Escrow Agent represents himself), and expenses, including any litigation arising from this Agreement or involving the subject matter hereof.
Indemnity of Escrow Agent. The parties hereto jointly and severally agree to indemnify, defend and hold the Escrow Agent harmless from and against any and all loss, damage, tax, liability and expense that may be incurred by the Escrow Agent arising out of or in connection with its acceptance of appointment as Escrow Agent hereunder, except as caused by its gross negligence or willful misconduct, including the legal costs and expenses of defending itself against any claim or liability in connection with its performance hereunder.
Indemnity of Escrow Agent. Seller shall defend, indemnify and hold Escrow Agent harmless from and against any claims, demands, liabilities, and expenses, including reasonable attorneys’ fees arising out of the performance by Xxxxxx Agent of its duties hereunder. Notwithstanding anything to the contrary herein, this indemnity shall not extend to Escrow Agent’s gross negligence or willful misconduct in the performance of its duties hereunder.
Indemnity of Escrow Agent. Buyer and Seller hereby each agree, jointly and severally, to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including without limitation, costs of reasonable legal fees incurred by Escrow Agent in connection with any litigation arising from this Contract, except for matters arising out of the gross negligence or willful malfeasance of Escrow Agent.
Indemnity of Escrow Agent. Seller and Buyer hereby jointly and severally agree to indemnify the Escrow Agent and hold the Escrow Agent and its officers, directors, employees, affiliates, and agents (collectively the "Indemnified Parties" and, individually, as "Indemnified Party") harmless against any and all actions, causes of action, suits, demands, investigations, obligations, judgments, losses, costs, liabilities, damages, and expenses (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought) including, but not limited to, reasonable attorneys' fees at customary hourly rates which are incurred by, accrued, asserted, made or brought against, charged to, or recoverable from the Indemnified Parties or any of them as a result of, or arising out of, or relating to, or as a direct or indirect result of this Agreement or any and all claims, actions, settlement or liability for acts or failure to act in connection with this Agreement, excepting, however, any such loss or expense to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered which are caused by the Escrow Agent's gross negligence or its willful misconduct.
Indemnity of Escrow Agent. Sellers and Buyer, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against all loss, damage, liability and expense that may be incurred by the Escrow Agent arising out of or in connection with its acceptance of appointment as Escrow Agent hereunder, except as caused by its gross negligence, bad faith or willful misconduct, including the reasonable legal costs and expenses of defending itself against any claim or liability in connection with its performance hereunder. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall, if a claim in respect thereof is to be made against Buyer or Sellers, notify Buyer and Sellers' Representative thereof in writing.
Indemnity of Escrow Agent. Principal Shareholders shall indemnify, defend, and hold the Escrow Agent and all of its partners and associates and other employees harmless from and against any and all claims, losses, damages, taxes, liabilities, and expenses whatsoever incurred or arising out of or in connection with the Escrow Agent’s acceptance of appointment as Escrow Agent or its performance hereunder, including, without limitation, any and all legal fees (including fees for the time of its partners and associates and other employees and fees for any other attorneys or their employees) and any other expenses incurred in investigating, preparing for, defending against or settling any commenced or threatened arbitration, legal proceeding or claim.
Indemnity of Escrow Agent. Corporation and Stockholders, on behalf of themselves and their successors in interest, if any, individually, jointly and severally hereby agree and shall, upon demand, indemnify, protect, save and hold harmless Esrow Agent, its agents, servants, officers, directors, shareholders, employees, representatives and any and all others acting by or through the Escrow Agent, from and against any and all debts, liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses, disbursements, including limitation, reimbursement for all reasonable attorney fees, of whatsoever kind and nature, imposed upon, incurred by, paid by and/or asserted against Escrow Agent, in any way or form, directly or indirectly arising out of this Agreement, any and all aspects hereof and/or any and all disputes which may arise between the parties hereto or between the parties hereto and third persons as well as claims by third persons against Escrow Agent, including but not limited to, claims or demands by any governmental entity whatsoever, asserted by reason of this Agreement.
Indemnity of Escrow Agent. Acquiror and the Selling Shareholders ------------------------- hereby individually and severally agree to indemnify Escrow Agent and hold it harmless against any claim which may be made against it in connection with its actions as Escrow Agent hereunder, including any loss to the extent of the aggregate amount paid in settlement of any litigation commenced or threatened, or for any claim whatsoever as set forth herein, including any expense or loss incurred by it in connection with such claim, if such settlement is effected with the written consent of Acquiror and the Shareholders' Agent; provided that Escrow Agent shall not be indemnified against any such loss, damage, expense, liability or claim arising out of or based upon its failure to perform in accordance with this Agreement or arising out of its bad faith, negligence, or willful failure to perform its obligations; provided, further, that the Selling Shareholders' and Acquiror's indemnification obligations under this Section 9.11 shall be limited to the Acquiror Common Stock in the Escrow Fund at the time the Escrow Agent makes a claim for indemnity hereunder. In no case shall the Acquiror or the Selling Shareholders be liable under this Escrow Agreement with respect to any lawsuit filed against Escrow Agent unless the Acquiror and the Selling Shareholders are notified by Escrow Agent, by letter, telegram or telex confirmed by letter, of the commencement of any such action within a reasonable time after such person shall have been served with a summons or other first legal process giving information as to the nature and basis of the lawsuit, but failure to so notify the Acquiror and the Selling Shareholders shall not relieve the Acquiror and the Selling Shareholders from any liability they may have otherwise than on account of this Article IX. Acquiror and the Selling Shareholders shall each be entitled to participate at their own expense in the defense of any such lawsuit, and if one of the parties so elects within a reasonable time after receipt of such notice, upon receiving consent from the other party, such party shall assume the defense of any lawsuit. In the event that a party assumes the defense of any lawsuit, such defense shall be conducted by counsel chosen by such party and satisfactory to Escrow Agent. If counsel is so retained, the defendant or defendants in the lawsuit shall bear the fees and expenses of any additional counsel thereafter retained by it or them.
Indemnity of Escrow Agent. Each of the Escrow Parties severally agrees to indemnify and hold harmless the Escrow Agent for any claims, losses, damages, costs and expenses, including reasonable fees, disbursements and out-of pocket expenses of any agent or legal counsel, related to the execution of its obligations which are the direct or indirect result of any act or omission of such Escrow Party. Each of the Escrow Parties shall pay one-half of the fees of the Escrow Agent for acting in such capacity, except for the negotiation and preparation of this Agreement for which each party shall bear its own costs and expenses.
