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. 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. 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. 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. 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. 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. Oak covenants and agrees to indemnify the Escrow Agent and hold it harmless without limitation from and against any loss, liability or expense of any nature incurred by the Escrow Agent arising out of or in connection with this Escrow Agreement or with the administration of its duties hereunder, including but not limited to reasonable legal fees and other costs and expenses of defending or preparing to defend against any such claim or liability, unless such loss, liability or expense shall be caused by the Escrow Agent's gross negligence, bad faith or willful misconduct. Except in the case of the Escrow Agent's gross negligence, bad faith or willful misconduct, the Escrow Agent shall not be liable for indirect, punitive, special or consequential damages. The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book entry depository employed by the Escrow Agent than any such book entry depository has to the Escrow Agent, provided such book entry depository is liable in the case of such book entry depository's gross negligence, bad faith or willful misconduct, except to the extent that such action or omission of any book entry depository was caused by the Escrow Agent's own gross negligence, bad faith or willful misconduct.
Indemnity of Escrow Agent. Transferors and Transferee hereby indemnify and hold harmless Escrow Agent from and against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and legal counsel fees actually incurred, which may be imposed upon Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties hereunder, unless arising from Escrow Agent’s negligence, willful misconduct or breach of its obligations under this Agreement, including, without limitation, any litigation arising from this Escrow Agreement or involving the subject matter hereof. ESCROW FEES. Escrow Agent shall be entitled to receive a fee in the amount of $ . (the “Escrow Fee”) for the services provided hereunder. This Escrow Fee shall be deducted from the Escrow Fund by the Escrow Agent.
