Common use of UPC Clause in Contracts

UPC. Waldo and the Sellers jointly and severally shall indemnify and hold the Escrow Agent harmless against, and pay or reimburse the Escrow Agent upon request for, any and all losses, claims, damages, liabilities and expenses, including without limitation reasonable costs of investigation, counsel fees and disbursements, which may be imposed upon the Escrow Agent or incurred by the Escrow Agent in connection with carrying out its duties under this Escrow Agreement.