Common use of Indemnification of the Escrow Agent Clause in Contracts

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from and at all times after the date of the Split-Off Escrow Agreement, indemnify and hold harmless the Escrow Agent and each partner, director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”), to the fullest extent permitted by law and to the extent provided herein, against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to the Split-Off Escrow Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off Escrow Agreement or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. The obligations of the parties under this section shall survive any termination of this Agreement.

Indemnification of the Escrow Agent. In consideration of The Company and the benefits Dealer Manager each hereby agree to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from jointly and at all times after the date of the Split-Off Escrow Agreement, severally indemnify and hold harmless defend the Escrow Agent and each partnerits officers, directordirectors, officeremployees and agents, employeeand hold them harmless, attorney, agent from and affiliate of Escrow Agent (collectively, the “Indemnified Parties”), to the fullest extent permitted by law and to the extent provided herein, against any and all claims, suits, actions, claims (whether or not valid)proceedings, damages, losses, damagesliabilities, liabilitiesobligations, costs and reasonable expenses of any kind or nature whatsoever (including without limitation attorneys’ fees and court costs, travel costs, reasonable attorney’s fees, settlement costs and expensesother reasonable out-of-pocket costs related to dispute resolution) incurred by which the Escrow Agent may suffer or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect incur directly or consequential, as a result of or arising indirectly from or which relate in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigationi) by any person, including without limitation the parties to the Split-Off Escrow this Agreement, whether threatened (ii) any transaction to which this Agreement relates, (iii) for avoidance of doubt: any actions taken or initiatednot taken hereunder pursuant to Sections 11, asserting 19 or 21 (except, with respect to Section 21, a claim for removal attributable to a material breach of the Agreement by the Escrow Agent) or the second to last sentence of Section 20 hereunder, (iv) any legal action taken or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or omitted to be taken by the Escrow Agent in connection with the negotiationprovision of services to the Company or pursuant to Written Instructions, preparationand, execution(v) for the avoidance of doubt: any liability for taxes or any additions for late payment, performance interest, penalties or failure other assessments or expenses that may be charged to or incurred by the Escrow Agent under applicable tax laws or tax regulations attributable to the investment of performance funds held in escrow by the Escrow Agent or disbursements made hereunder; except to the extent any of the Split-Off Escrow Agreement or any transaction contemplated herein, whether or not any such Indemnified Party foregoing in clauses (i) through (v) is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, adjudicated to have directly resulted from or been caused by the Escrow Agent’s own intentional misconduct, bad faith or gross negligence or willful misconduct of such Indemnified Partywith respect to its duties under this Agreement. The obligations provisions of the parties under this section Section 10 shall survive any the termination of this AgreementAgreement and the resignation or removal of the Escrow Agent.

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from From and at all times after the date of the Split-Off this Escrow Agreement, Parent and the Securityholder Representative (on behalf of the Company Securityholders), jointly and severally, shall, to the fullest extent permitted by law, indemnify and hold harmless the Escrow Agent and each partner, director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “Indemnified Parties”), to the fullest extent permitted by law and to the extent provided herein, ) against any and all actions, claims (whether or not valid), losses, damages, liabilities, penalties, costs and expenses of any kind or nature whatsoever (including including, without limitation limitation, reasonable attorney’s attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereofParties, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, action or proceeding (including any inquiry or investigation) by any personperson or entity, including including, without limitation limitation, Parent, the parties to the Split-Off Escrow AgreementSecurityholder Representative or their respective Appointed Persons, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person or entity under any statute or regulation, including, but not limited towithout limitation, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off in connection with this Escrow Agreement or any transaction transactions contemplated hereinby this Escrow Agreement, whether or not any such Indemnified Party is a party to any such action or action, proceeding, suit or the target of any such inquiry or investigation; provided, however, except that no Indemnified Party shall have has the right to be indemnified hereunder under this Escrow Agreement for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Parent and the Securityholder Representative (on behalf of the Company Securityholders) further agree, jointly and severally, to indemnify each Indemnified Party for all costs, including, without limitation, reasonable attorney’s fees, incurred by such Indemnified Party in connection with the enforcement of Parent’s and the Securityholder Representative’s indemnification obligations hereunder. Each Indemnified Party, in such Indemnified Party’s sole discretion, has the right to select and employ separate counsel with respect to any such action or claim brought or asserted against such Indemnified Party, and Parent and the Securityholder Representative (on behalf of the Company Securityholders) shall, jointly and severally, pay the reasonable fees of such counsel upon demand. The obligations of Parent and the parties Securityholder Representative under this section shall Section 12 are to survive any termination of this Escrow Agreement and the resignation or removal of the Escrow Agent. If any payments made by the Securityholder Representative (on behalf of the Company Securityholders) pursuant to this Section 12 are due at the time the Escrow Fund is disbursed pursuant to Section 5 of this Escrow Agreement, then such payments may be satisfied from the Escrow Fund prior to its disbursement to the Company Securityholders, otherwise, the Securityholder Representative (on behalf of the Company Securityholders) shall be responsible for any such payments. The Parties agree that neither the payment by Parent or the Securityholder Representative of any claim by an Indemnified Party for indemnification hereunder nor the disbursement of any amounts to the Escrow Agent from the Escrow Cash in respect of a claim by an Indemnified Party for indemnification is to impair, limit, modify, or affect, as between Parent, on the one hand, and the Securityholder Representative and the Company Securityholders, on the other hand, the respective rights and obligations of Parent, on the one hand, and the Securityholder Representative and the Company Securityholders, on the other hand, under the Underlying Agreement.

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from From and at all times after the date of the Split-Off Escrow this Agreement, indemnify the Parties, jointly and hold harmless the Escrow Agent and each partnerseverally, director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”)shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (but excluding Lxxx Xxxxxx, Jxxx Xxxxxxxx, LJH, Ltd. and TAS) (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, action or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to the Split-Off Escrow AgreementTAS or TIMCO, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person Indemnified Parties under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off Escrow this Agreement or any transaction transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action or action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party or from the breach of this Agreement by such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Parties in writing, and the Parties shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the reasonable fees and expenses of such counsel shall be paid by such Indemnified Party, except that TAS and/or TIMCO shall be required to pay such reasonable fees and expenses if (a) TAS and/or TIMCO agree to pay such fees and expenses, (b) TAS and/or TIMCO shall fail to assume the defense of such action or proceeding or shall fail to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, (c) TAS and TIMCO are plaintiffs in any such action or proceeding or (d) the named parties to any such action or proceeding (including any impeded parties) include both the Indemnified Party and TAS and/or TIMCO, and the Indemnified Party shall have been advised by counsel that principles of legal ethics prevent one counsel from representing all of the named parties. The Parties shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by TAS and/or TIMCO pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. All of the foregoing losses, damages, costs and expenses of the Indemnified Parties shall be payable by the Parties, jointly and severally, upon demand by such Indemnified Party. Notwithstanding the joint and several liability of the Parties, each of TAS and TIMCO hereby agree to pay one-half of the foregoing losses, damages, costs and expenses of the Indemnified Parties unless otherwise ordered by a court of competent jurisdiction. The obligations of the parties Parties under this section Section 14 shall survive any termination of this Agreement and the resignation or removal of Escrow Agent. The Parties agree that neither the payment by TAS or TIMCO of any claim by the Escrow Agent or any Indemnified Party for indemnification hereunder nor the disbursement of any amounts to the Escrow Agent or any Indemnified Party from the Escrow in respect of a claim by the Escrow Agent or any Indemnified Party for indemnification shall impair, limit, modify or affect, as among the Parties the respective rights and obligations of TAS or TIMCO under the Merger Agreement. No expenses or indemnification pursuant to this Agreement may be paid from the Deposit Amount.

Indemnification of the Escrow Agent. In consideration of The Company and the benefits Dealer Manager each hereby agree to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from jointly and at all times after the date of the Split-Off Escrow Agreement, severally indemnify and hold harmless defend the Escrow Agent and each partnerits officers, directordirectors, officeremployees and agents, employeeand hold them harmless, attorney, agent from and affiliate of Escrow Agent (collectively, the “Indemnified Parties”), to the fullest extent permitted by law and to the extent provided herein, against any and all claims, suits, actions, claims (whether or not valid)proceedings, damages, losses, damagesliabilities, liabilitiesobligations, costs and reasonable expenses of any kind or nature whatsoever (including without limitation attorneys’ fees and court costs, travel costs, reasonable attorney’s fees, settlement costs and expensesother reasonable out-of-pocket costs related to dispute resolution) incurred by which the Escrow Agent may suffer or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect incur directly or consequential, as a result of or arising indirectly from or which relate in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigationi) by any person, including without limitation the parties to the Split-Off Escrow this Agreement, whether threatened (ii) any transaction to which this Agreement relates, (iii) for avoidance of doubt: any actions taken or initiatednot taken hereunder pursuant to Sections 11, asserting 19 or 21 (except, with respect to Section 22, a claim for removal attributable to a material breach of the Agreement by the Escrow Agent) or the second to last sentence of Section 21 hereunder, (iv) any legal action taken or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or omitted to be taken by the Escrow Agent in connection with the negotiationprovision of services to the Company or pursuant to Written Instructions, preparationand, execution(v) for the avoidance of doubt: any liability for taxes or any additions for late payment, performance interest, penalties or failure other assessments or expenses that may be charged to or incurred by the Escrow Agent under applicable tax laws or tax regulations attributable to the investment of performance funds held in escrow by the Escrow Agent or disbursements made hereunder; except to the extent any of the Split-Off Escrow Agreement or any transaction contemplated herein, whether or not any such Indemnified Party foregoing in clauses (i) through (v) is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, adjudicated to have directly resulted from or been caused by the Escrow Agent’s own intentional misconduct, bad faith or gross negligence or willful misconduct of such Indemnified Partywith respect to its duties under this Agreement. The obligations provisions of the parties under this section Section 11 shall survive any the termination of this AgreementAgreement and the resignation or removal of the Escrow Agent.

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from From and at all times after the date of the Split-Off this Escrow Agreement, indemnify the Buyer and hold harmless the Escrow Agent and each partner, director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”)Seller shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the "Indemnified Panics") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including including, without limitation limitation, reasonable attorney’s attorneys' fees, costs and expensesexpenses actually incurred) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, action or proceeding (including any inquiry or investigation) by any person, including including, without limitation limitation, the parties to Buyer or the Split-Off Escrow AgreementSeller, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state applicable securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off this Escrow Agreement or any transaction transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action or action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. The obligations If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Buyer and the Seller in writing, and the Buyer and the Seller shall assume the defense thereof, including the employment of counsel and the parties under this section payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall survive be paid by such Indemnified Party, except that the Buyer and the Seller shall be required to pay such fees and expenses if: (a) the Buyer and the Seller agree to pay such fees and expenses; (b) the Buyer and the Seller shall fail to assume the defense of such action or proceeding or shall fail to employ counsel reasonably satisfactory to the Indemnified Party in any termination of this Agreement.such action or proceeding; or (c) the Indemnified Party, the Buyer and the Seller are the plaintiffs in any such action or proceeding (including any potentially impleaded parties), and the Indemnified Party shall have been advised by counsel that

Indemnification of the Escrow Agent. In consideration of Subject to paragraph 18(a) above, the benefits Issuer and the Securityholders jointly and severally agree to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from and at all times after the date of the Split-Off Escrow Agreement, indemnify and hold harmless the Escrow Agent Agent, its partners, employees, agents, successors and each partner, director, officer, employee, attorney, agent and affiliate of Escrow Agent assigns (collectively, the “"Indemnified Parties”), to the fullest extent permitted by law and to the extent provided herein, ") against any and all actions, claims (whether or not valid)claims, losses, damages, liabilitiescosts, costs penalties, and fines (including reasonable expenses of the legal counsel on a solicitor-and-his-own-client basis) which, without gross negligence or willful misconduct on the part of such Indemnified Party, may be paid, incurred or suffered by the indemnified Party by reason of or as a result of the Escrow Agent's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any kind written or nature whatsoever (including without limitation reasonable attorney’s fees, costs oral instructions delivered to the Issuer and expenses) incurred by the Securityholders pursuant hereto. In no case shall either of the Securityholders or asserted the Issuer be liable under this indemnity for any claim against any of the Indemnified Parties from unless the Issuer and the Securityholders shall be notified by the Escrow Agent of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the date hereof, whether direct, indirect Indemnified Parties shall have received any such written assertion of a claim or consequential, shall have been served with a summons or other first legal process giving information as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to the Split-Off Escrow Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance nature and basis of the Split-Off Escrow Agreement or claim. Subject to (ii), below, the Issuer and the Securityholders shall be entitled to participate at their own expense in the defence and, if the Issuer and the Securityholders so elect at any transaction contemplated hereintime after receipt of such notice, whether or not either of them may assume the defence of any suit brought to enforce any such Indemnified Party is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party claim. The Escrow Agent shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from employ separate counsel in any such suit and participate in the gross negligence or willful misconduct defence thereof but the fees and expenses of such Indemnified Party. The obligations counsel shall be at the expense of the Escrow Agent unless: (i) the employment of such counsel has been authorized by the Issuer and the Securityholders, such authorization not to be unreasonably withheld; or (ii) the named parties under this section to any such suit include both the Escrow Agent and at least one of the Issuer and the Securityholders and the Escrow Agent shall survive any termination have been advised by counsel acceptable to the Issuer and the Securityholders that there may be one or more legal defences available to the Escrow Agent that are different from or in addition to those available to the Issuer and the Securityholders and that an actual or potential conflict exists (in which case the Issuer and the Securityholders shall not have the right to assume the defense of this Agreementsuch suit on behalf of the Escrow Agent but shall be liable to pay the reasonable fees and expenses of counsel for the Escrow Agent).

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from (a) From and at all times after the date of this Agreement, each of the Split-Off Escrow AgreementPurchasers (in accordance with their Applicable Percentages), on the one hand, and the Company, on the other hand, severally and not jointly, shall, to the fullest extent permitted by law, defend, indemnify and hold harmless the Escrow Agent and each partner, director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “Indemnified Parties”), to the fullest extent permitted by law and to the extent provided herein, ) against one-half of any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including including, without limitation limitation, reasonable attorney’s attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, action or proceeding (including any inquiry or investigation) by any person, including including, without limitation limitation, the parties to Purchasers or the Split-Off Escrow AgreementCompany, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited towithout limitation, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off Escrow this Agreement or any transaction transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action or action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. The Indemnified Parties (as a group) shall have the right to select and employ a single firm of counsel with respect to any action or claim brought or asserted against them, provided that such counsel is reasonably acceptable to the Purchasers and the Company, and one-half of the reasonable fees of such counsel shall be paid upon demand by each of the Purchasers (in accordance with their Applicable Percentages), on the one hand, and the Company, on the other hand, severally and not jointly. The obligations of the parties Purchasers and the Company under this section Section 5 shall survive any termination of this AgreementAgreement and the resignation or removal of the Escrow Agent.

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from From and at all times after the date of the Split-Off Escrow this Agreement, indemnify the Parties, jointly and hold harmless the Escrow Agent and each partnerseverally, director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”)shall, to the fullest extent permitted by law and to the extent provided herein, against indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (but excluding Lacy Harber, John Cawthron, LJH, Ltd. and TAS) (collectively, the "XXXXXXXXXED XXXXXXX") xxainst any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s attorneys' fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, action or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to the Split-Off Escrow AgreementTAS or TIMCO, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person Indemnified Parties under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off Escrow this Agreement or any transaction transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action or action, proceeding, suit or the target of any such inquiry or investigation; providedPROVIDED, howeverHOWEVER, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party or from the breach of this Agreement by such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Parties in writing, and the Parties shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the reasonable fees and expenses of such counsel shall be paid by such Indemnified Party, except that TAS and/or TIMCO shall be required to pay such reasonable fees and expenses if (a) TAS and/or TIMCO agree to pay such fees and expenses, (b) TAS and/or TIMCO shall fail to assume the defense of such action or proceeding or shall fail to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, (c) TAS and TIMCO are plaintiffs in any such action or proceeding or (d) the named parties to any such action or proceeding (including any impeded parties) include both the Indemnified Party and TAS and/or TIMCO, and the Indemnified Party shall have been advised by counsel that principles of legal ethics prevent one counsel from representing all of the named parties. The Parties shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by TAS and/or TIMCO pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. All of the foregoing losses, damages, costs and expenses of the Indemnified Parties shall be payable by the Parties, jointly and severally, upon demand by such Indemnified Party. Notwithstanding the joint and several liability of the Parties, each of TAS and TIMCO hereby agree to pay one-half of the foregoing losses, damages, costs and expenses of the Indemnified Parties unless otherwise ordered by a court of competent jurisdiction. The obligations of the parties Parties under this section SECTION 14 shall survive any termination of this Agreement and the resignation or removal of Escrow Agent. The Parties agree that neither the payment by TAS or TIMCO of any claim by the Escrow Agent or any Indemnified Party for indemnification hereunder nor the disbursement of any amounts to the Escrow Agent or any Indemnified Party from the Escrow in respect of a claim by the Escrow Agent or any Indemnified Party for indemnification shall impair, limit, modify or affect, as among the Parties the respective rights and obligations of TAS or TIMCO under the Merger Agreement. No expenses or indemnification pursuant to this Agreement may be paid from the Deposit Amount.

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from From and at all times after the date of this Agreement, Glenayre and the SplitShareholder Representative (but only as agent and attorney-Off Escrow Agreementin-fact for the Shareholders), jointly and severally, shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless the Escrow Agent and each partner, director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “"Indemnified Parties”), to the fullest extent permitted by law and to the extent provided herein, ") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s 's fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, action or proceeding (including any inquiry or investigation) by any person, including without limitation Glenayre or the parties to the Split-Off Escrow AgreementShareholder Representative, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off Escrow this Agreement or any transaction transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action or action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify Glenayre and the Shareholder Representative in writing, and Glenayre and the Shareholder Representative shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that Glenayre and/or the Shareholder Representative shall be required to pay such fees and expenses if (a) Glenayre and/or the Shareholder Representative agree to pay such fees and expenses, (b) Glenayre and/or the Shareholder Representative shall fail to assume the defense of such action or proceeding or shall fail, in the reasonable discretion of such Indemnified Party, to employ counsel satisfactory to such Indemnified Party in any such action or proceeding, (c) Glenayre or the Shareholder Representative is the plaintiff in any such action or proceeding or (d) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Party and Glenayre and/or the Shareholder Representative, and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to Glenayre or the Shareholder Representative. Glenayre and the Shareholder Representative (but only as agent and attorney-in-fact for the Shareholders) shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by Glenayre and/or the Shareholder Representative pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. All of the foregoing losses, damages, costs and expenses of the Indemnified Parties shall be payable by Glenayre and the Shareholder Representative (but only as agent and attorney-in-fact for the Shareholders), jointly and severally, upon demand by such Indemnified Party. The obligations of Glenayre and the parties Shareholder Representative under this section Paragraph 12 shall survive any termination of this Agreement and the resignation or removal of the Escrow Agent. The parties agree that neither the payment by Glenayre or the Shareholder Representative of any claim by the Escrow Agent or any Indemnified Party for indemnification hereunder nor the disbursement of any amounts to the Escrow Agent or any Indemnified Party from the Escrow in respect of a claim by the Escrow Agent or any Indemnified Party for indemnification shall impair, limit, modify or affect, as between Glenayre and the Shareholder Representative, on behalf of the Shareholders, the respective rights and obligations of Glenayre, on the one hand, and the Shareholder Representative, on behalf of the Shareholders, on the other hand, under the Acquisition Agreement.

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from From and at all times after the date of the Split-Off this Escrow Agreement, indemnify Deere Park and hold harmless the Escrow Agent and each partner, director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”)AEC shall., to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the "Indemnified Parties") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including including, without limitation limitation, reasonable attorney’s attorneys' fees, costs and expensesexpenses actually incurred) incurred by or asserted against any of the Indemnified Parties from and and, after the date hereof, whether direct, ; indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, action or proceeding (including any inquiry or investigation) by any person, including including, without limitation the parties to the Split-Off Escrow Agreementlimitation, Deere Park or AEC, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state applicable securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off this Escrow Agreement or any transaction transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action or action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. The obligations If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify Deere Park and AEC in writing, and Deere Park and AEC shall assume the defense thereof, including the employment of counsel and the parties under this section shall survive any termination payment of this Agreement.all expenses. Such

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from From and at all times after the date of the Split-Off Escrow this Agreement, indemnify the parties jointly and hold harmless the Escrow Agent and each partnerseverally, director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”)shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the "Indemnified Parties") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s 's fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to the Split-Off Escrow this Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off Escrow this Agreement or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Company and the Investor hereunder in writing, and the and the Company shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that the Investor and/or the Company shall be required to pay such fees and expense if (a) the Investor or the Company agree to pay such fees and expenses, or (b) the Investor and/or the Company shall fail to assume the defense of such action or proceeding or shall fail, in the sole discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, (c) the Investor and the Company are the plaintiff in any such action or proceeding or (d) the named or potential parties to any such action or proceeding (including any potentially impleaded parties) include both Indemnified Party the Company and/or the Investor and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company or the Investor. The Investor and the Company shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by the Company and/or the Investor pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. The obligations of the parties under this section shall survive any termination of this Agreement, and resignation or removal of the Escrow Agent shall be independent of any obligation of the Escrow Agent.

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from From and at all times after the date of hereof, Purchaser, as to one-half, and Seller, as to one-half, severally and not jointly, shall, to the Split-Off Escrow Agreementfullest extent permitted by law, defend, indemnify and hold harmless the Escrow Agent and each partner, director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “Indemnified Parties”), to the fullest extent permitted by law and to the extent provided herein, ) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s attorneys’ fees, costs and expenses) (collectively, “Losses”) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, action or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to the Split-Off Escrow Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of Escrow Agent’s performance of the Split-Off Escrow Agreement or any transaction contemplated hereinits duties under this Agreement, whether or not any such Indemnified Party is a party to any such action or action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted primarily from the gross negligence or willful misconduct of such Indemnified PartyParty or any other directors, officers, employees, attorneys, agents or affiliates of the Escrow Agent. The obligations of the parties Purchaser and Seller under this section Section 7 shall survive any termination of this AgreementAgreement and the resignation or removal of the Escrow Agent.

Indemnification of the Escrow Agent. In consideration Each of Superior and Enterprise on the benefits one hand, and Whitxxxxx xxx Aviant on the other, jointly and severally covenant and agree to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from and at all times after the date of the Split-Off Escrow Agreement, indemnify and hold harmless the Escrow Agent and each partnerits officers, directordirectors, officer, employee, attorney, agent employees and affiliate of Escrow Agent agents (collectively, the “Indemnified Parties”), to the fullest extent permitted by law "Indemnitees" and individually an "Indemnitee") and to the extent provided herein, hold each of them harmless against any and all actionsfees, claims (whether loss, liability, expense, claims, damages or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever judgments (including without limitation reasonable attorney’s fees, costs attorneys' fees and expenses) incurred by or asserted against any arising out of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to the Split-Off Escrow Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off Escrow Agreement or any transaction contemplated hereinAgent's duties hereunder, whether or not including the cost and expenses of defending themselves against any such Indemnified Party is a party to claim or liability in connection therewith, except that the none of the foregoing shall be indemnified against any such action loss, liability or proceedingexpense arising out of the Escrow Agent's or their bad faith, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct in connection with the performance of the Escrow Agent's obligations hereunder. Each of Superior and Enterprise on the one hand, and Whitxxxxx xxx Aviant on the other, shall be liable for 50% of all amounts to which the indemnity set forth herein applies. An Indemnitee seeking indemnification hereunder shall deliver notice of a claim for indemnification to Superior, Enterprise, Whitxxxxx xxx Aviant, together with a copy of any written assertion of the claim against the Indemnitee or of the summons or other legal process commencing any action against the Indemnitee, promptly (and in any event within 10 business days) after the Indemnitee shall have received any such written assertion of the claim or shall have been served with the summons or other legal process, giving information as to the nature and basis of the claim. The failure of an Indemnitee to deliver notice to Superior, Enterprise, Whitxxxxx xxx Aviant of any such claim shall relieve Superior, Enterprise, Whitxxxxx xxx Aviant from liability under this indemnity to the extent of any prejudice in defending the action which results from the failure. Superior, Enterprise, Whitxxxxx xxx Aviant shall be entitled to assume the defense of any suit brought against any Indemnitee to enforce any such claim. The Indemnitee thereafter may continue to participate in the action, suit or legal proceeding, but subsequent to the assumption by Superior, Enterprise, Whitxxxxx xx Aviant of such Indemnified Partydefense, Superior, Enterprise, Whitxxxxx xxx Aviant shall not be obligated to indemnify the Indemnitee for legal fees and expenses of the Indemnitee thereafter incurred (provided that Superior and Enterprise and/or Whitxxxxx xxx Aviant continue to defend such action in good faith until concluded). No Indemnitee shall be under any obligation to institute or defend any action, suit or legal proceeding in connection therewith, unless first indemnified in accordance with the foregoing. The obligations of the parties under this section indemnification obligation set forth herein shall survive any the expiration or termination of this AgreementAgreement until expiration of any applicable statute of limitations.

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from From and at all times after the date of hereof, Purchaser, as to one-half, and Seller, as to one-half, severally and not jointly, shall, to the Split-Off Escrow Agreementfullest extent permitted by law, defend, indemnify and hold harmless the Escrow Agent and each partner, director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “Indemnified Parties”), to the fullest extent permitted by law and to the extent provided herein, ) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s attorneys’ fees, costs and expenses) (collectively, “Losses”) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, action or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to the Split-Off Escrow Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of Escrow Agent’s performance of the Split-Off Escrow Agreement or any transaction contemplated hereinits duties under this Agreement, whether or not any such Indemnified Party is a party to any such action or action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted primarily from the gross negligence or willful misconduct of such Indemnified PartyParty or any other directors, officers, employees, attorneys, agents or affiliates of the Escrow Agent. The obligations of the parties Purchaser and Seller under this section Section 0 shall survive any termination of this AgreementAgreement and the resignation or removal of the Escrow Agent.

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from (a) From and at all times after the date of the Split-Off Escrow this Agreement, indemnify the Stockholder and hold harmless the Escrow Agent Company, jointly and each partnerseverally, director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”)shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the "Indemnified Parties") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s attorneys' fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, action or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to the Split-Off Escrow Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off Escrow this Agreement or any transaction transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action or action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Stockholder and the Company in writing, and the Stockholder and the Company shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party unless (a) the Stockholder and the Company agree to pay such fees and expenses, (b) the Stockholder and the Company shall fail to assume the defense of such action or proceeding, or the named parties to any such action or proceeding (including any impleaded parties) include both Indemnified Party and the Stockholder or the Company, and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Stockholder or the Company. All such fees and expenses payable by the Stockholder and the Company, jointly and severally, shall be paid from time to time as incurred by the Indemnified Parties. All of the foregoing losses, damages, costs and expenses of the Indemnified Parties shall be payable by the Stockholder and the Company, jointly and severally, upon demand by such Indemnified Party. The obligations of the parties Stockholder and the Company under this section paragraph shall survive any termination of this AgreementAgreement and the resignation or removal of the Escrow Agent.

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from From and at all times after the date of this Agreement, Metavante and Shareholders, in the Split-Off Escrow Agreementmanner set forth below in this Section 3(c) but nevertheless on a joint and several basis, shall, to the fullest extent permitted by law and to the extent provide herein, indemnify and hold harmless the Escrow Agent and each partner, director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “"Indemnified Parties”)," and individually, to the fullest extent permitted by law and to the extent provided herein, an "Indemnified Party") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether directincluding, indirect or consequentialreasonable attorneys fees, as a result of or arising from or in any way relating to any claim, demand, suit, action, action or proceeding (including any inquiry or investigation) by any person, including without limitation Metavante, the parties to Company, the Split-Off Escrow AgreementShareholders' Agent or the Shareholders, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off Escrow this Agreement or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action or action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have that resulted from the gross negligence or willful misconduct of such Indemnified Party or a material breach of this Agreement by any Indemnified Party. If any such action or claim is brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify Metavante and the Shareholders' Agent in writing, and Metavante and the Shareholders shall assume the defense thereof, and the parties shall pay the costs thereof as set forth below in this section 3(c), including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the reasonable fees and expenses of such counsel shall be paid by such Indemnified Party, except that Metavante and the Shareholders shall be required to pay such reasonable fees and expenses if (i) the Shareholders' Agent (on behalf of the Shareholders) and/or Metavante agree to pay such reasonable fees and expenses, (ii) the Shareholders' Agent (on behalf of the Shareholders) and/or Metavante fail to assume the defense of such action or proceeding or fail, in the reasonable discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding (iii) Shareholders' Agent, any Shareholder, the Company and/or Metavante are the plaintiff in any such action or proceeding, or (iv) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and Metavante, the Company, any Shareholder, and/or the Shareholders' Agent, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which conflict with those available to Metavante, the Company, Shareholders' Agent and/or Shareholders. As between Metavante, the Shareholders and the Shareholders’ Representative it is agreed that all expenses incurred in providing the indemnity and defense required to be provided under this section 3(c) shall be born by the party (Metavante or the Shareholders) whose action or inaction caused the losses, damages, liabilities, costs and expenses which are indemnified hereunder, if such causation is determinable, and if not determinable, one-half by Metavante, and one-half by the Shareholders, except that any obligation to pay under clause (i) of the preceding sentence shall apply only to the party so agreeing. All such fees and expenses payable by Metavante or the Shareholders pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. The obligations of Metavante, the parties Shareholders' Agent and the Shareholders under this section 3(c) shall survive any termination of this AgreementAgreement and the resignation or removal of the Escrow Agent. Notwithstanding the joint and several nature of the indemnification obligation hereunder, Escrow Agent agrees that any liability of the Shareholders for indemnification of the Indemnified Parties hereunder shall be satisfied solely from the Escrow Fund. The maximum aggregate liability of the Shareholders for indemnification of the Indemnified Parties shall be limited to the balance of the Escrow Fund.

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from From and at all times after the date of the Split-Off this Escrow Agreement, indemnify Quepasa and hold harmless the Escrow Agent Recipients, jointly and each partnerseverally, director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”)shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, action or proceeding (including any inquiry or investigation) by any person, including without limitation Quepasa or the parties to the Split-Off Escrow AgreementRecipient, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off this Escrow Agreement or any transaction transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action or action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify Quepasa and the Recipients in writing, and Quepasa and the Recipients shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that Quepasa and/or the Recipients shall be required to pay such fees and expenses if (a) Quepasa and/or the Recipients agree to pay such fees and expenses, or (b) Quepasa and/or the Recipient shall fail to assume the defense of such action or proceeding or shall fail, in the sole discretion of such Indemnified Party, to employ counsel satisfactory to the Indemnified Party in any such action or proceeding, (c) Quepasa or the Recipients are the plaintiff in any such action or proceeding or (d) the named or potential parties to any such action or proceeding (including any potentially impleaded parties) include both Indemnified Party and the Recipients and/or Quepasa, and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Recipients or Quepasa. Quepasa and the Recipients shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by the Recipients and/or Quepasa pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. All of the foregoing losses, damages, costs and expenses of the Indemnified Parties shall be payable by Quepasa and the Recipients, jointly and severally, upon demand by such Indemnified Party. The obligations of Quepasa and the parties Recipient under this section Section 9 shall survive any termination of this Escrow Agreement, and the resignation or removal of the Escrow Agent shall be independent of any obligation of the Escrow Agent. The parties agree that neither the payment by Quepasa or the Recipients of any claim by the Escrow Agent for indemnification hereunder nor the disbursement of any amounts to the Escrow Agent from the Escrow Property in respect of a claim by the Escrow Agent for indemnification shall impair, limit, modify, or affect, as between Quepasa and the Recipients, the respective rights and obligations of Quepasa, on the one hand, and the Recipients, on the other hand, under the Agreement.

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from From and at all times after the date of the Split-Off this Escrow Agreement, indemnify SFBC and hold harmless the Escrow Agent Recipients, jointly and each partnerseverally, director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”)shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, action or proceeding (including any inquiry or investigation) by any person, including without limitation SFBC or the parties to the Split-Off Escrow AgreementRecipient, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off this Escrow Agreement or any transaction transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action or action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify SFBC and the Recipients in writing, and SFBC and the Recipients shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that SFBC and/or the Recipients shall be required to pay such fees and expenses if (a) SFBC and/or the Recipients agree to pay such fees and expenses, or (b) SFBC and/or the Recipient shall fail to assume the defense of such action or proceeding or shall fail, in the sole discretion of such Indemnified Party, to employ counsel satisfactory to the Indemnified Party in any such action or proceeding, (c) SFBC or the Recipients are the plaintiff in any such action or proceeding or (d) the named or potential parties to any such action or proceeding (including any potentially impleaded parties) include both Indemnified Party and the Recipients and/or SFBC, and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Recipients or SFBC. SFBC and the Recipients shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by the Recipients and/or SFBC pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. All of the foregoing losses, damages, costs and expenses of the Indemnified Parties shall be payable by SFBC and the Recipients, jointly and severally, upon demand by such Indemnified Party. The obligations of SFBC and the parties Recipient under this section Section 10 shall survive any termination of this Escrow Agreement, and the resignation or removal of the Escrow Agent shall be independent of any obligation of the Escrow Agent. The parties agree that neither the payment by SFBC or the Recipients of any claim by the Escrow Agent for indemnification hereunder nor the disbursement of any amounts to the Escrow Agent from the Escrow Property in respect of a claim by the Escrow Agent for indemnification shall impair, limit, modify, or affect, as between SFBC and the Recipients, the respective rights and obligations of SFBC, on the one hand, and the Recipients, on the other hand, under the Agreement.

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from From and at all times after the date of the Split-Off Escrow this Agreement, indemnify the parties jointly and hold harmless the Escrow Agent and each partnerseverally, director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”)shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the "Indemnified Parties") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s 's fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to the Split-Off Escrow this Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off Escrow this Agreement or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Company and the Investor hereunder in writing, and the Investor and the Company shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that the Investor and/or the Company shall be required to pay such fees and expense if (a) the Investor or the Company agree to pay such fees and expenses, or (b) the Investor and/or the Company shall fail to assume the defense of such action or proceeding or shall fail, in the sole discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, (c) the Investor and the Company are the plaintiff in any such action or proceeding or (d) the named or potential parties to any such action or proceeding (including any potentially impleaded parties) include both the Indemnified Party, the Company and/or the Investor and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company or the Investor. The Investor and the Company shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by the Company and/or the Investor pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. The obligations of the parties under this section shall survive any termination of this Agreement, and resignation or removal of the Escrow Agent. The Escrow Agent shall be independent of any obligation of the Escrow Agent. The parties agree that neither payment by the Company or the Investor of any claim by the Escrow Agent for indemnification hereunder shall impair, limit, modify, or affect, as between the Investor and the Company, the respective rights and obligations of Investor, on the one hand, and the Company, on the other hand.

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from From and at all times after the date of the Split-Off Escrow this Agreement, indemnify the parties jointly and hold harmless the Escrow Agent and each partnerseverally, director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”)shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the "Indemnified Parties") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s 's fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to the Split-Off Escrow this Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off Escrow this Agreement or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Company and the Investor hereunder in writing, and the and the Company shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that the Investor and/or the Company shall be required to pay such fees and expense if (a) the Investor or the Company agree to pay such fees and expenses, or (b) the Investor and/or the Company shall fail to assume the defense of such action or proceeding or shall fail, in the sole discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, (c) the Investor and the Company are the plaintiff in any such action or proceeding or (d) the named or potential parties to any such action or proceeding (including any potentially impleaded parties) include both Indemnified Party the Company and/or the Investor and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company or the Investor. The Investor and the Company shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by the Company and/or the Investor pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. The obligations of the parties under this section shall survive any termination of this Agreement, and resignation or removal of the Escrow Agent shall be independent of any obligation of the Escrow Agent .

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller Buyer from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller Buyer shall, from and at all times after the date of the Split-Off Escrow Agreement, indemnify and hold harmless the Escrow Agent and each partner, director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”), to the fullest extent permitted by law and to the extent provided herein, against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to the Split-Off Escrow Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off Escrow Agreement or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. The obligations of the parties under this section shall survive any termination of this Agreement.

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from From and at all times after the date of the Split-Off this Escrow Agreement, Buyer and Seller, jointly and severally, shall, to the fullest extent permitted by law, indemnify and hold harmless the Escrow Agent and each partner, director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “Indemnified Parties”), to the fullest extent permitted by law and to the extent provided herein, ) against any and all actions, claims (whether or not valid), losses, damages, liabilities, penalties, costs and expenses of any kind or nature whatsoever (including including, without limitation limitation, reasonable attorney’s attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereofParties, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, action or proceeding (including any inquiry or investigation) by any personperson or entity, including including, without limitation the parties to the Split-Off Escrow Agreementlimitation, Buyer, Seller or their respective Appointed Persons, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person or entity under any statute or regulation, including, but not limited towithout limitation, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off in connection with this Escrow Agreement or any transaction transactions contemplated hereinby this Escrow Agreement, whether or not any such Indemnified Party is a party to any such action or action, proceeding, suit or the target of any such inquiry or investigation; provided, however, except that no Indemnified Party shall have has the right to be indemnified hereunder under this Escrow Agreement for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Buyer and Seller further agree, jointly and severally, to indemnify each Indemnified Party for all costs, including, without limitation, reasonable attorney’s fees, incurred by such Indemnified Party in connection with the enforcement of Buyer’s and Seller’s indemnification obligations hereunder. Each Indemnified Party, in such Indemnified Party’s sole discretion, has the right to select and employ separate counsel with respect to any action or claim brought or asserted against such Indemnified Party, and Buyer and Seller shall, jointly and severally, pay the reasonable fees of such counsel upon demand. The obligations of the parties Buyer and Seller under this section shall Section 11 are to survive any termination of this Escrow Agreement and the resignation or removal of the Escrow Agent. The Parties agree that neither the payment by Buyer or Seller of any claim by an Indemnified Party for indemnification hereunder nor the disbursement of any amounts to the Escrow Agent from the Escrow Amount in respect of a claim by an Indemnified Party for indemnification is to impair, limit, modify, or affect, as between Buyer and Seller, the respective rights and obligations of Buyer and Seller under the Underlying Agreement.

Indemnification of the Escrow Agent. In consideration of the benefits to be derived by Seller from the Split-Off Escrow Agreement, as a third-party beneficiary under the Split-Off Escrow Agreement, Seller shall, from From and at all times after the date of the Split-Off this Escrow Agreement, indemnify Buyer and hold harmless the Escrow Agent Seller jointly and each partner, director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”)severally shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and Affiliate of the Escrow Agent (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, action or proceeding (including any inquiry or investigation) by any personPerson, including without limitation the parties to the Split-Off Escrow AgreementBuyer or Seller, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person Person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the Split-Off this Escrow Agreement or any transaction transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action or action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. The obligations If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify Buyer and Seller in writing, and Buyer and Seller shall assume the defense thereof, including the employment of counsel and the parties under this section payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall survive be paid by such Indemnified Party, except that Buyer and/or Seller shall be required to pay such fees and expenses if (a) Buyer and/or Seller agree to pay such fees and expenses, (b) Buyer and/or Seller shall fail to assume the defense of such action or proceeding, (c) Buyer or Seller is the plaintiff in any termination of this Agreement.such action or proceeding, or