Xxxxmnxxxxxxxxx by txx Xxxagers and Franco Sample Clauses

Xxxxmnxxxxxxxxx by txx Xxxagers and Franco. The Managers and Franco will jointly and severally indemnify and hold harmless Seller and its Affiliates from and against all Damages asserted against or incurred by Seller or its Affiliates which arise as a result of the willful misconduct of any of them; provided, however, that this obligation to indemnify and hold harmless Seller and its Affiliates shall not exceed the sum of Fifty Thousand Dollars ($ 50,000), which amount shall be deposited in escrow, pursuant to the terms of an escrow agreement of even date herewith (the "Manager Escrow Agreement") among Seller, the Managers, Franco and the Manager Escrow Agent (as defined in the Manager Escrow Agreement) substantially in the form of Exhibit P hereto, on the Closing Date and held in escrow until the first anniversary of the Closing Date. Notwithstanding anything herein to the contrary, the obligation of the Managers and Franco to indemnify and hold harmless Seller and its Affiliates contained in this Section 11.4(b) shall be continuing and survive, in accordance with Section 11.8(d), the execution and delivery of this Agreement and the Closing Date.
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