Expenses Indemnification and Contribution Clause Samples

Expenses Indemnification and Contribution. TERMINATION -------------------------------------------------------

Expenses Indemnification and Contribution. The Company and the Preferred Issuer, jointly and severally, hereby agree to indemnify and hold harmless the Purchaser and the Collateral Agent from and against any and all claims, losses, and liabilities arising out of or resulting from this Agreement, the Notes or the Account Control Agreement (including enforcement of the Notes), except claims, losses, or liabilities resulting from the Purchaser's gross negligence or willful misconduct. Upon demand, the Company shall pay to the Indemnified Party the amount of any and all reasonable expenses, including the reasonable fees and disbursements of its counsel and of any experts and agents, which the Indemnified Party may incur in connection with: (a) the administration of this Agreement and the Notes; (b) the custody, preservation, use, or operation of, or the sale of, collection from, or other realization upon, any of the Collateral; (c) the exercise or enforcement of any of the rights of the Purchaser and the other Holders hereunder or the Account Control Agreement; or (d) the failure by the Company or the Preferred Issuer to perform or observe any of the provisions hereof or the Account Control Agreement.

Expenses Indemnification and Contribution a. The Seller and the Buyer (collectively referred to as the "INDEMNITORS"), jointly and severally, agree to indemnify the Escrow Agent and its partners, employees and agents (collectively referred to as the "INDEMNITEES") against, and hold them harmless of and from, as and when incurred, any and all claim, loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitees may suffer or incur (collectively, "COST") by reason of any action, claim, proceeding or investigation, brought against or involving the Indemnitees arising out of or relating in any way to this Escrow Agreement or any transaction to which this Escrow Agreement relates, unless such action, claim or proceeding has been judicially determined to be the sole result of the willful misconduct or gross negligence of the Indemnitees. b. If the indemnification provided for in Section 9.a is applicable, but for any reason is held to be unavailable, the Indemnitors shall contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitees for, the aggregate of Cost actually incurred by the Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors. c. The Seller and the Buyer agree to pay or reimburse the Escrow Agent for its reasonable out-of-pocket attorney's fees and expenses incurred in any action to enforce or interpret this Escrow Agreement or in connection with the performance of its duties hereunder.

Expenses Indemnification and Contribution. Expenses.......................................................................... 98 -------- 15.2. Indemnification................................................................... 98 --------------- (a) Indemnification by the Company............................................ 98 ------------------------------ (b) Indemnification by the Purchasers.........................................

Expenses Indemnification and Contribution