ESCROW AGENT INDEMNIFICATION Clause Samples
The Escrow Agent Indemnification clause serves to protect the escrow agent from liability arising from actions taken in good faith while performing their duties under the escrow agreement. Typically, this clause requires the parties to the agreement to reimburse or defend the escrow agent against claims, losses, or expenses incurred as a result of carrying out instructions, provided the agent has not acted negligently or in bad faith. Its core function is to ensure that the escrow agent can act impartially and efficiently without fear of personal financial risk, thereby facilitating the smooth execution of the escrow arrangement.
ESCROW AGENT INDEMNIFICATION. (a) Seller and Buyer hereby agree to, jointly and severally, indemnify and hold Escrow Agent harmless from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by Escrow Agent, arising out of or in connection with its acceptance of appointment as Escrow Agent hereunder and/or the performance of its duties pursuant to this Agreement, including, but not limited to, all legal costs and expenses of Escrow Agent incurred defending itself against any claim or liability in connection with its performance hereunder, provided that Escrow Agent shall not be entitled to any indemnity for any losses, damages, taxes, liabilities or expenses that directly result from its willful misconduct or gross negligence.
(b) In the event of any legal action between the parties to this Agreement to enforce any of its terms, the legal fees of the prevailing party shall be paid by the party(ies) who did not prevail.
ESCROW AGENT INDEMNIFICATION. The parties hereto jointly and severally agree to indemnify and hold the Escrow Agent harmless from any and all costs, expenses, claims, losses, liabilities and damages (including reasonable attorneys' fees) that may arise out of or in connection with the Escrow Agent's acting as escrow agent hereunder except where the Escrow Agent has been guilty of gross negligence or willful misconduct.
ESCROW AGENT INDEMNIFICATION. Seller and Buyer agree, to the fullest extent permitted by law, to indemnify and hold harmless Escrow Agent against all damages, liabilities or costs including reasonable legal fees and defense costs, arising out of or in any way connected with this Agreement or the performance, errors, or omissions by either Seller and Buyer, but only to the extent of real damages, liabilities or costs which are not attributable to negligence of professional services or failure to act by Escrow Agent, and/or its sub-consultants, or anyone for whom Escrow Agent is legally liable, solely where there was a specific legal duty to act.
ESCROW AGENT INDEMNIFICATION. Parent and the Representatives, for and on behalf of the Stockholders, hereby, 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 duties, obligations or performance as escrow agent under this Agreement, except as caused by its gross negligence or willful misconduct, including the legal costs and expenses of defending itself against or initiating any claim or liability in connection with its performance hereunder. The terms of this paragraph shall survive the termination of (i) this Agreement and (ii), with respect to claims arising in connection with the Escrow Agent’s duties while acting as such, the resignation or removal of the Escrow Agent.
ESCROW AGENT INDEMNIFICATION. (a) Seller hereby agrees to indemnify and hold the Escrow Agent free and harmless from any and all losses, expenses, liabilities and damages (including but not limited to reasonable attorney’s fees, and amounts paid in settlement) resulting from claims asserted by Buyer against the Escrow Agent with respect to the performance of any of the provisions of this Agreement.
(b) Buyer hereby agrees to indemnify and hold the Escrow Agent free and harmless from and against any and all losses, expenses, liabilities and damages (including but not limited to reasonable attorney’s fees, and amounts paid in settlement) resulting from claims asserted by Seller against Escrow Agent with respect to the performance of any of the provisions of this Agreement.
(c) Seller and Buyer hereby agree to, jointly and severally, indemnify and hold Escrow Agent harmless from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by Escrow Agent, arising out of or in connection with its acceptance of appointment as Escrow Agent hereunder and/or the performance of its duties pursuant to this Agreement, including, but not limited to, all legal costs and expenses of Escrow Agent incurred defending itself against any claim or liability in connection with its performance hereunder, provided that Escrow Agent shall not be entitled to any indemnity for any losses, damages, taxes, liabilities or expenses that directly result from its willful misconduct, gross negligence or breach of this Agreement.
(d) In the event of any legal action between the parties to this Agreement to enforce any of its terms, the legal fees of the prevailing party and the Escrow Agent shall be paid by the party(ies) who did not prevail.
ESCROW AGENT INDEMNIFICATION. The parties acknowledge that: (i) the Escrow Agent is acting solely as a stakeholder at their request and for their convenience and without compensation; (ii) the Escrow Agent shall not be deemed to be the agent of any of the parties; and (iii) the Escrow Agent shall not be liable to any party herein in connection with its role as Escrow Agent, or the performance of its duties as Escrow Agent hereunder, or any act or omission in connection therewith, except for acts of gross negligence or willful misconduct. The parties hereby jointly and severally indemnify and agree to defend and hold the Escrow Agent harmless from and against all costs, claims and expenses, including, but not limited to, reasonable attorneys' fees suffered or incurred by the Escrow Agent and arising out of or related to its role as escrow agent or the performance of its duties hereunder, including the costs and expenses of defending itself (whether by retained attorneys or by itself) against any claim or liability arising out of or related to such role or such performance, except to the extent the same were suffered or incurred as a result of the Escrow Agent's gross negligence or willful misconduct.