INDEMNIFICATION OF EXCHANGE AGENT. TARGET and PARENT hereby jointly and severally covenant and agree to reimburse, indemnify and hold you harmless from and against any and all claims, actions, judgments, damages, losses, liabilities, costs, transfer or other taxes, and expenses (including, without limitation, reasonable attorneys fees and expenses) incurred or suffered without any negligence, bad faith or willful misconduct on your part, arising out of or incident to this Agreement or the administration of your duties hereunder, or arising out of or incident to your compliance with instructions set forth herein or with any instructions delivered to you pursuant hereto, or as a result of defending yourself against any claim or liability resulting from your actions as Exchange Agent, including any claim against you by any tendering TARGET Shareholder, which covenant and agreement shall survive the termination hereof. You hereby represent that you will notify TARGET and PARENT by letter, or facsimile confirmed by letter, of any receipt by you of a written assertion of a claim against you, or any action commenced against you, within ten (10) business days after your receipt of written notice of such assertion or your having been served with the summons or other first legal process giving information as to the nature and basis of any such assertion. However, you failure to so notify TARGET and PARENT shall not operate in any manner whatsoever to relieve TARGET and PARENT from any liability which they may have on account of this Section 13 if no prejudice occurs. At their election, TARGET and PARENT may assume the conduct of your defense in any such action or claim at their sole cost and expense. In the event that TARGET and PARENT elect to assume the defense of any such action or claim and confirm to you in writing that the indemnity provided for in this Section 13 applies to such action or claim, TARGET and PARENT shall not be liable for the fees and expenses of any counsel thereafter retained by you.
INDEMNIFICATION OF EXCHANGE AGENT. If the Exchange Agent becomes involved in any litigation, claim or controversy in connection with its actions under this Agreement, the Parent shall indemnify, defend and save Exchange Agent from all losses, costs, damages, expenses and attorneys' fees suffered or incurred by Exchange Agent as a result thereof, other than those caused by negligence or misconduct.
INDEMNIFICATION OF EXCHANGE AGENT. Compass and the Surviving Company covenant and agree to indemnify the Exchange Agent and hold it harmless against any loss, liability or expense it may incur in the absence of negligence or bad faith on the part of the Exchange Agent arising out of or in connection with the administration of its duties hereunder, including but not limited to legal fees and other costs and expenses of defending or preparing to defend against any claim or liabilities in connection with this Agreement.
INDEMNIFICATION OF EXCHANGE AGENT. (a) MGS, Trinity and Merger Sub (for the purposes of this Section 8.03, the "Indemnitors") agree to indemnify the Exchange Agent ( the "Indemnitee") against, and hold him harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitee.
INDEMNIFICATION OF EXCHANGE AGENT. The Company agrees to reimburse --------------------------------- you for, to indemnify you against and hold you harmless from all liability, cost or expense (including reasonable counsel fees and expenses) that may be paid, incurred or suffered by you or to which you may become subject without negligence, misconduct or bad faith on your part, arising out of or in connection with this Agreement. The Company shall be notified by you in writing, delivered by hand, by overnight carrier or by telecopy confirmed by letter, of the written assertion of a claim against you or of any action commenced against you, within ten days after you shall have received any such written assertion of a claim or shall have been served with the summons or other first legal process giving information as to the nature and basis of the claim, but failure to so notify the Company shall not relieve the Company from any liability which the Company otherwise may have on account of this Section 10. The Company shall be entitled to participate at its own expense in the defense of any such claim, and if the Company so elects at any time after receipt of such notice, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company assumes the defense of any such claim, the Company shall not be liable for any fees and expenses of counsel thereafter incurred by you for the defense of such claim unless there shall be a conflict of your interests and those of the Company.
INDEMNIFICATION OF EXCHANGE AGENT. The Company agrees to reimburse you for, to indemnify you against and hold you harmless from all liability, cost or expense (including reasonable counsel fees and expenses) that may be paid, incurred or suffered by you or to which you may become subject without negligence, wilful misconduct or bad faith on your part, arising out of or in connection with this Agreement.
INDEMNIFICATION OF EXCHANGE AGENT. (a) CAE, Ostar and Merger Sub (for the purposes of this Section 8.03, the "Indemnitors") agree to indemnify the Exchange Agent and its partners, officers, directors, employees and agents (collectively, the "Indemnitees") against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitees.
INDEMNIFICATION OF EXCHANGE AGENT. The Parties (for the purposes of this Section 8.03, the “Indemnitors”) agree to indemnify the Exchange Agent and his employees and agents (collectively, the “Indemnitees”) against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitees, or any of them, may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees, or any one of them, arising out of or relating in any way to the Exchange Agent’s service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of any of the Indemnitees.
INDEMNIFICATION OF EXCHANGE AGENT. (a) Chantal and CSI (for the purposes of this Section 8.03, the "INDEMNITORS") agree to indemnify the Exchange Agent and its partners, officers, directors, employees and agents (collectively, the "INDEMNITEES") against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitees.
INDEMNIFICATION OF EXCHANGE AGENT. ASAP, Yili Oil, the Operating Sub and Merger Sub (for the purposes of this Section 8.03, the “Indemnitors”) agree to indemnify the Exchange Agent and his employees and agents (collectively, the “Indemnitees”) against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitees, or any of them, may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees, or any one of them, arising out of or relating in any way to the Exchange Agent’s service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of any of the Indemnitees.
