Common use of Indemnification Liability Clause in Contracts

Indemnification Liability. 7.1 Beneficiary and Depositor each agree to indemnify and hold Escrow London (and any of its officers, employees and agents) harmless from and against any and all damages, losses, costs, liabilities or expenses (including reasonable attorneys’ fees and expenses) (“Damages”) that are suffered or incurred by Escrow London or to which it may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or relate in any way to this Agreement (collectively, “Claims”). In the event Depositor or Beneficiary makes any payment pursuant to this Section 7.2, the party making the payment shall have the right to seek contribution from the other party in the amount of 50% of the amount so paid; provided, however, that in the event that the Damages suffered by Escrow London were caused by or in connection with the negligence or willful misconduct of the other party, then, the party making the payment shall have the right to seek contribution from the other party in the full amount so paid.

Appears in 5 contracts

Samples: Software Escrow Agreement [Agreement Number El, Software Escrow Agreement [Agreement Number El, Saas Software Escrow Agreement [Agreement Number El

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Indemnification Liability. 7.1 7.1. Beneficiary and Depositor each agree to indemnify and hold Escrow London (and any of its officers, employees and agents) harmless from and against any and all damages, losses, costs, liabilities or expenses (including reasonable attorneys’ fees and expenses) (“Damages”) that are suffered or incurred by Escrow London or to which it may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or relate in any way to this Agreement (collectively, “Claims”). In the event Depositor or Beneficiary makes any payment pursuant to this Section 7.2, the party making the payment shall have the right to seek contribution from the other party in the amount of 50% of the amount so paid; provided, however, that in the event that the Damages suffered by Escrow London were caused by or in connection with the negligence or willful misconduct of the other party, then, the party making the payment shall have the right to seek contribution from the other party in the full amount so paid.

Appears in 1 contract

Samples: Saas Software Escrow Agreement [Agreement Number El

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