Common use of Waiver and Indemnification Clause in Contracts

Waiver and Indemnification. The Interested Parties agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent. The Interested Parties further agree, jointly and severally, to indemnify and hold 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, and the allocated costs and expenses of in-house counsel and legal staff (“Losses”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Agreement. In addition, to and not in limitation of the immediately preceding sentence, the Interested Parties also agree, jointly and severally, 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 Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The provisions of this Section 5.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. The Interested Parties Parent, the Indemnification -------------------------- Representative and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent. The Interested Parties Parent and the Holders further agree, jointly and severally, to indemnify and hold 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 without limitation, out-of-pocket, incidental expenses, reasonable legal fees and expenses, and the allocated costs and expenses of in-in- house counsel and legal staff (“"Losses”") that may be imposed on, incurred by, or ------ asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition, addition to and not in limitation of the immediately preceding sentence, Parent and the Interested Parties Holders also agree, jointly and severally, 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 's performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The maximum amount of each Holders liability for indemnification under this Section 5.1 shall be the amount of such Holders percentage interest of the Escrow Shares. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. The Interested Parties agree to and hereby do waive any suitTo the extent permitted by applicable law, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent. The Interested Parties further agree, jointly and severally, School (“Indemnitor”) agrees to indemnify and hold Escrow Agent harmless Houston Astros, LLC, Xxxxxx County-Houston Sports Authority, any promoting organizations, sponsors, media partners, their assignees, transferees and/or licensees, parents, subsidiaries and its affiliated entities, and each of their directors, officers, agents members, managers, agents, representatives and employees employees, (collectively, the “IndemniteesIndemnitee(s)”) harmless from and against any and all claims, liabilities, lossesloss, damages, finesliability, penaltiescost, or expense, including reasonable attorneys’ and consultants’ fees and disbursements, incurred by such Indemnitees by reason of or arising out of or in connection with (i) a breach of such Indemnitor of any representation or warranty contained in this Agreement, (ii) the performance of Indemnitor’s obligations hereunder or the failure of Indemnitor to perform its obligations hereunder; (iii) any negligence of the Indemnitor or its agents, employees, owners, players, staff and/or officials relating to the Tournament, including, without limitation, any batting practice. Any such Indemnitee shall promptly notify such Indemnitor of any such claim, and expensessuch Indemnitor shall have the right to participate in and, with consent of such Indemnitee, which consent shall not be unreasonably withheld, to control the defense and settlement of any such claim at its costs and expense, including out-of-pocket, incidental expenses, legal fees the cost and expenses, expense of attorneys’ and the allocated costs consultants’ fess and expenses of in-house counsel disbursements in connection with such defense and legal staff (“Losses”) that may be imposed on, incurred by, or asserted against, the Indemnitees or settlement. The obligations under this section shall survive any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms termination of this Agreement. In addition, to and The above stated indemnification will not in limitation be provided for any claims or causes of the immediately preceding sentence, the Interested Parties also agree, jointly and severally, to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses action that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising arise out of the Escrow Agent’s performance under this Agreement, provided the Escrow Agent has not acted with gross negligence, negligence or willful neglect or bad faith. The provisions misconduct of this Section 5.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of actionIndemnitees.

Waiver and Indemnification. The Interested Parties Parent, HT and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent. The Interested Parties Parent, HT and the Holders further agree, jointly and severally, to indemnify and hold Escrow Agent and its directors, officers, agents and employees (collectively, the “Indemnitees”"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, and the allocated costs and expenses of in-house counsel and legal staff (“Losses”"LOSSES") that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions 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, Parent, HT and the Interested Parties Holders also agree, jointly and severally, 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 's performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. (i) The Interested Buying Parties and Seller agree to and hereby do waive any suit, claim, demand demand, or cause of action of any kind which that they may have or may assert against the Escrow Agent arising out of or relating to the execution execution, administration, or performance by the Escrow Agent of this Agreement, unless such suit, claim, demand demand, or cause of action is based upon the willful neglect misconduct or gross negligence or bad faith of the Escrow Agent. The Interested Parties further agree, jointly and severally, to indemnify and hold 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, and the allocated costs and expenses of in-house counsel and legal staff (“Losses”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Agreement. In addition, to and not in limitation of the immediately preceding sentence, the Interested Parties also agree, jointly and severally, 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 Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The provisions of this Section 5.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any reason. Anything each as finally determined by a court of competent jurisdiction; provided, however, that notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Escrow Agent shall not be liable in any event for special, indirect punitive, indirect, incidental, or consequential loss losses or damage damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Buying Parties and Seller further agree to jointly and severally indemnify the Escrow Agent, and to defend and to hold the Escrow Agent harmless against and from any and all claims, demands, costs, liabilities, and expenses, including reasonable attorneys’ fees, which may be asserted against it or to which it may be exposed or which it may incur for any action taken, suffered, or omitted to be taken, by reason of its execution, administration, or performance of this Agreement, except to the extent attributable to its willful misconduct or gross negligence. Such agreement to indemnify shall survive the termination of this Agreement until extinguished by any applicable statute of limitations. (ii) In case any litigation is brought against the Escrow Agent in respect of which indemnification may be sought hereunder, the Escrow Agent shall give prompt notice of that litigation to the parties hereto, and the parties upon receipt of that notice shall have the obligation and the right to assume the defense of such litigation, provided that failure of the Escrow Agent to give that notice shall not relieve the parties hereto from any of their obligations under this Section 8(c)(ii) except to the extent that such failure materially prejudices the defense of such litigation by said parties and only to the extent of such prejudice. At its own expense, the Escrow Agent may employ separate counsel and participate in the defense of any litigation so assumed by the parties hereto; provided that if the Escrow Agent is advised by its own counsel that there are material legal defenses available to it that are different from or additional to those available to any or all of the parties hereto, or a conflict of interest exists between any of the parties and the Escrow Agent, the Escrow Agent will be entitled to obtain its own separate attorney whereby the parties hereto will pay the reasonable attorneys’ fees and expenses for such attorney. The parties hereto shall not be liable for any settlement without their respective consents.

Waiver and Indemnification. The Interested Parties Delano, DA, the Indemnification Representative and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent Custodian arising out of or relating to the execution or performance by the Escrow Agent Custodian of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow AgentCustodian. The Interested Parties Delano, DA and the Holders further agree, jointly and severally, to indemnify and hold Escrow Agent Custodian and its directors, officers, agents and employees (collectively, the “Indemnitees”"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, and the allocated costs and expenses of in-house counsel and legal staff (“Losses”"LOSSES") that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent Custodian is authorized to rely pursuant to the terms of this Escrow Agreement. In addition, to and not in limitation of the immediately preceding sentence, Delano, DA and the Interested Parties Holders also agree, jointly and severally, 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 Custodian's performance under this Escrow Agreement, provided the Escrow Agent Custodian has not acted with gross negligence, willful neglect or bad faith. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent Custodian for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent Custodian be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent Custodian has been advised of such loss or damage and regardless of the form of action. Notwithstanding the foregoing, a Holder's liability under this Section 5.1 shall not exceed such Holder's share of the Retained Escrow.

Waiver and Indemnification. The Interested Parties Itron, the Stockholders' Representative, and the Company Stockholders agree to and hereby do waive any suit, claim, demand demand, or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand demand, or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent, as such gross negligence or bad faith is determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction. The Interested Parties Itron and the Company Stockholders further agree, agree to jointly and severally, to indemnify indemnify, defend, protect, save and hold keep harmless the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, agents managers, employees, agents, attorneys, accountants and employees experts (collectivelycollectively the "Indemnitees"), the “Indemnitees”) harmless from and against any and all losses, damages, claims, liabilities, losses, damages, fines, penalties, and judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses, including out-of-pocketincluding, incidental expenseswithout limitation, legal reasonable fees and expensesdisbursements of counsel (collectively "Losses"), and the allocated costs and expenses of in-house counsel and legal staff (“Losses”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Agreement. In addition, to and not in limitation of the immediately preceding sentence, the Interested Parties also agree, jointly and severally, 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 Indemnitee, at any time, and in connection with any way relating to or arising out of the execution, delivery or performance of this Escrow Agent’s performance under this Agreement, provided the enforcement of any rights or remedies under or in connection with this Escrow Agreement, the establishment of the Escrow Account, the acceptance or administration of the Escrowed Cash and any other Escrowed Property and any payment, transfer or other application of the Escrowed Cash, any other Escrowed Property or other funds pursuant to this Escrow Agreement, or as may arise by reason of any act, omission or error of the Indemnitee; provided, however, that no Indemnitee shall be entitled to be so indemnified, defended, protected, saved and kept harmless to the extent such Loss was proximately caused by its own gross negligence or bad faith, as such gross negligence or bad faith is determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction. Notwithstanding the foregoing, the obligation of GE Capital Equity Investments, Inc. to indemnify any Indemnities pursuant to this Section 4 shall not in any case exceed, in the aggregate, an amount equal to twice GE Capital Equity Investments, Inc.'s pro rata share of the Escrowed Cash. The Escrow Agent agrees to give prompt notice to the parties hereto of any filed claim that could give rise to an obligation to indemnify the Escrow Agent has not acted with gross negligenceor any Indemnitee hereunder upon the Escrow Agent's actual knowledge thereof, willful neglect provided, however, that the failure to give such notice shall in no way limit the indemnification of Escrow Agent or bad faithany Indemnitee hereunder. The provisions of obligations contained in this Section 5.1 4 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reasonAgent. Anything in Notwithstanding the foregoing, as between Itron and the Company Stockholders, the liability of each Company Stockholder pursuant to this Agreement Section shall be limited to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised interest of such loss or damage and regardless of the form of actionCompany Stockholder in any remaining Escrowed Property.

Waiver and Indemnification. The Interested Parties Parent, Mysticom, the Indemnification Representative and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent. The Interested Parties Parent, Mysticom and the Holders further agree, jointly and severally, to indemnify and hold 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, reasonable legal fees and expenses, and the allocated costs and expenses of in-house counsel and legal staff (“Losses”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition, addition to and not in limitation of the immediately preceding sentence, Parent, Mysticom and the Interested Parties Holders also agree, jointly and severally, 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 gross negligence, willful neglect or bad faith. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. (i) The Interested Parties agree Purchaser agrees not to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert seek recourse against the Escrow Agent arising out of or relating to Trust Fund (as defined in the execution or performance by the Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith Registration Statement) for any reason whatsoever in connection with its purchase of the Escrow Agent. The Interested Parties further agreeFounder Warrants or any and all known or unknown actions, jointly and severallycauses of action, to indemnify and hold Escrow Agent and its directorssuits, officersclaims, agents and employees or proceedings (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, and the allocated costs and expenses of in-house counsel and legal staff (“LossesClaims”) that may be imposed onarise now or in the future and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith (collectively, “Losses and Expenses”) including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred byin investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant right relating to the terms of this Agreement. In addition, to and not in limitation purchase of the immediately preceding sentence, Founder Warrants and the Interested Parties also agree, jointly and severally, transactions contemplated hereby. (ii) The Purchaser agrees to severally indemnify and hold harmless the Indemnitees Company, the Representatives and each of them harmless from and the Trust Fund against any and all Losses that and Expenses whatsoever to which the Company, the Representatives and the Trust Fund may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out become subject as a result of the Escrow Agent’s performance under this Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The provisions of this Section 5.1 shall survive the termination of this Agreement and the resignation or removal purchase of the Escrow Agent for any reason. Anything in this Agreement to Founder Warrants by the contrary notwithstandingPurchaser, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if any Claim by the Escrow Agent has been advised of such loss or damage and regardless Purchaser of the form Founder Warrants, but only to the extent necessary to ensure that such Losses and Expenses do not reduce the amount in the Trust Fund. To the extent that the foregoing several indemnification by the Purchaser may be unenforceable for any reason, the Purchaser agrees to make the maximum contribution permissible by applicable law to the payment and satisfaction of actionany Losses and Expenses relating to Claims that may or will otherwise reduce the amount in the Trust Fund. (iii) The Purchaser acknowledges and agrees that the stockholders of the Company, including those who purchase the Units in the Offering, are and shall be third-party beneficiaries of the foregoing provisions of Section 4C of this Agreement. (iv) The Purchaser agrees that to the extent any waiver of rights under this Section 4C is ineffective as a matter of law, the Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

Waiver and Indemnification. The Interested Parties agree (a) Lessee hereby waives and releases all claims against Lessor for (i) loss of or damage to all property, goods, wares and hereby do waive merchandise in, upon or about the Equipment, (ii) injuries to Lessee, Lessee’s agents and third persons, and (iii) the use, misuse, or malfunction of any suitsecurity screens provided with the Equipment, claimin each case, demand or irrespective of the cause of action such loss, damage or injury. Under no circumstances shall Lessor be liable to Lessee for any special, incidental or consequential damages of any kind which they may have (including, but not limited to damages for loss of use, or may assert against the Escrow Agent arising out of profit, by Lessee or relating to the execution for any collateral damages), whether or performance not caused by the Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross Lessor’s negligence or bad faith delay, resulting from the Lease or the manufacture, delivery, installation, removal or use of the Escrow Agent. The Interested Parties further agreeEquipment, jointly and severallyor in connection with the services rendered by Lessor hereunder, even if the parties have been advised of the possibility of such damages. (b) Lessee agrees to indemnify and hold Escrow Agent and its directors, officers, agents and employees (collectively, the “Indemnitees”) harmless Lessor from and against any and all claimslosses, liabilities, lossescosts, damagesexpenses (including attorney fees), claims, actions, demands, fines, penaltiesforfeitures, and expensesseizures or penalties (collectively, “Claims”) arising out of (i) the maintenance, possession or use of the Equipment by Lessee, its employees, agents or any person invited, suffered or permitted by Lessee to use or be in, on or about the Equipment, including out-of-pocketto the extent arising from Lessor’s negligence, incidental expenses, legal fees and expenses, and the allocated costs and expenses of in-house counsel and legal staff (“Losses”ii) that may be imposed on, incurred by, or asserted against, the Indemnitees or Lessee’s failure to comply with any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Agreement. In addition, to the Lease (including without limitation Sections 5(a)(ii) and not in limitation 5(f)(i) of the immediately preceding sentenceIncorporated Provisions, and Sections 6, 14 and 15 hereto), and (iii) any theft or destruction of, or damage to, the Interested Parties also agreeEquipment. If the foregoing obligations are not enforceable against Lessee under applicable law, jointly and severally, Lessee agrees to indemnify and hold the Indemnitees and each of them harmless Lessor from and against any and all Losses that may be imposed on, incurred by, or asserted against Claims to the Indemnitees or any of them in connection with or arising out of the Escrow Agent’s performance maximum extent permitted by applicable law. Lessee shall make all payments due under this Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The provisions of this Section 5.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of actionupon demand by Lessor.

Waiver and Indemnification. The Interested Parties Parent and the Holder agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent. The Interested Parties Holder and Parent further agree, jointly and severally, to indemnify and hold 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, reasonable legal fees and expenses, and the allocated costs and expenses of in-house counsel and legal staff (“Losses”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition, addition to and not in limitation of the immediately preceding sentence, Parent and the Interested Parties Holder also agree, jointly and severally, 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 gross negligence, willful neglect or bad faith. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. The Interested Parties Parent, Calogic, the Indemnification Representative and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or neglect, gross negligence or bad faith of the Escrow Agent. The Interested Parties Parent, Calogic and the Holders further agree, jointly and severally, to indemnify and hold Escrow Agent and its directors, officers, agents and employees (collectively, the “Indemnitees”"INDEMNITEES") harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket, incidental expenses, reasonable legal fees and expensesexpenses (including the reasonable fees and expenses of not more than one outside counsel), and the allocated costs and expenses of in-house counsel and legal staff (“Losses”"LOSSES") that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition, to and not in limitation of the immediately preceding sentence, Parent, Calogic and the Interested Parties Holders also agree, jointly and severally, 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 's performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. The Interested Parties Parent, Natchez, the Indemnification Representative and, by virtue of their approval of the Merger Agreement, the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith willful misconduct of the Escrow Agent. The Interested Parties Parent, Natchez and, by virtue of their approval of the Merger Agreement, the Holders further agree, jointly and severally, to indemnify and hold 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, and the allocated costs and expenses of in-house counsel and legal staff (“"Losses”") that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions 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, Parent, Natchez and, by virtue of their approval of the Interested Parties Merger Agreement, the Holders also agree, jointly and severally, 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 's performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, negligence or willful neglect or bad faithmisconduct. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. The Interested Parties Parent, Horizon, the Stockholder -------------------------- Representative and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent. The Interested Parties Parent, Horizon and the Holders further agree, jointly and severally, to indemnify and hold 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, reasonable legal fees and expenses, and the allocated costs and expenses of in-house counsel and legal staff (“"Losses”") that may be imposed on, ------ incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition, addition to and not in limitation of the immediately preceding sentence, Parent, Horizon and the Interested Parties Holders also agree, jointly and severally, 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 's performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. The Interested Parties Parent, Alacrity, the -------------------------- Indemnification Representative and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent. The Interested Parties Parent, Alacrity and the Holders further agree, jointly and severally, to indemnify and hold 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, reasonable legal fees and expenses, and the allocated costs and expenses of in-in- house counsel and legal staff (“"Losses”") that may be imposed on, incurred by, or ------ asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition, addition to and not in limitation of the immediately preceding sentence, Parent, Alacrity and the Interested Parties Holders also agree, jointly and severally, 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 's performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. The Interested Parties Parent and the Shareholders’ Representative agree to and hereby do waive any suit, claim, demand demand, or cause of action of any kind which that they may have or may assert against the Escrow Agent and the Escrow Agent will not be liable for any action taken, suffered, or omitted to be taken hereunder arising out of or relating to the execution execution, administration, or performance by the Escrow Agent of this General Escrow Agreement, unless such suit, claim, demand demand, or cause of action is based upon the willful neglect or gross negligence or negligence, bad faith or willful misconduct of the Escrow Agent, each as determined by a final non-appealable order, judgment, decree or ruling of a court of competent jurisdiction. The Interested Parties further agreeNotwithstanding anything in this General Escrow Agreement to the contrary, jointly and severally, to indemnify and hold 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, and the allocated costs and expenses of in-house counsel and legal staff (“Losses”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Agreement. In addition, to and will not in limitation of the immediately preceding sentence, the Interested Parties also agree, jointly and severally, 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 Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The provisions of this Section 5.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable in any event for special, indirect punitive, indirect, incidental, or consequential loss losses or damage damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Any liability of the Escrow Agent under this Agreement shall be limited to the amount of annual fees paid to the Escrow Agent hereunder. Parent further agrees to indemnify the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, employees, and consultants (collectively the “Indemnitees”) and to defend and to hold the Indemnitees harmless against and from any and all claims, demands, claims, judgments, settlements, actions, suits, proceedings, litigations, investigations, costs, damages, losses, penalties, liabilities, and expenses, including reasonable attorneys’ fees, that may be asserted against it or to which it may be exposed or that the Indemnitees may incur for any action taken, suffered, or omitted to be taken, by reason of the execution, delivery, administration, or performance of this General Escrow Agreement, the enforcement of any rights or remedies under or in connection with this General Escrow Agreement, the establishment of the Escrowed Property, the acceptance or administration of the Escrowed Property and any payment, transfer or other application of funds pursuant to this General Escrow Agreement, or as may arise by reason of any act, omission or error of the Indemnitee, except to the extent attributable to such Indemnitee’s gross negligence, bad faith or willful misconduct, each as determined by a final non-appealable order, judgment, decree or ruling of a court of competent jurisdiction. This paragraph will survive the resignation, removal or termination of the Escrow Agent and the termination of this General Escrow Agreement until extinguished by any applicable statute of limitations. Parent will pay the reasonable costs and expenses of the Escrow Agent incurred in enforcing this right of indemnification.