Common use of AOLA Clause in Contracts

AOLA. AOLB and Itau jointly and severally agree to reimburse, indemnify and hold the Escrow Agent harmless from any and all claims, liabilities, damages, costs, payments and expenses of the Escrow Agent in connection with its performance of its duties hereunder, including without limitation, fees and expenses of counsel (who may be selected by the Escrow Agent) for court actions, any transfer taxes or other taxes relating to the Notes incurred in connection herewith, or for anything done or omitted by it in the performance of this Escrow Agreement, except as a result of the Escrow Agent's (i) failure to comply with the terms of this Escrow Agreement or (ii) own gross negligence, willful misconduct or bad faith.