Indemnity of Escrow Agent. The Client hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities, attorneys’ fees (even if Escrow Agent represents himself), and expenses, including any litigation arising from this Agreement or involving the subject matter hereof.
Indemnity of Escrow Agent. The parties hereto jointly and severally agree to indemnify, defend and hold the Escrow Agent harmless from and against any and all loss, damage, tax, liability and expense that may be incurred by the Escrow Agent arising out of or in connection with its acceptance of appointment as Escrow Agent hereunder, except as caused by its gross negligence or willful misconduct, including the legal costs and expenses of defending itself against any claim or liability in connection with its performance hereunder.
Indemnity of Escrow Agent. Buyer and Seller hereby each agree, jointly and severally, to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including without limitation, costs of reasonable legal fees incurred by Escrow Agent in connection with any litigation arising from this Contract, except for matters arising out of the gross negligence or willful malfeasance of Escrow Agent.
Indemnity of Escrow Agent. Seller and Buyer hereby jointly and severally agree to indemnify the Escrow Agent and hold the Escrow Agent and its officers, directors, employees, affiliates, and agents (collectively the "Indemnified Parties" and, individually, as "Indemnified Party") harmless against any and all actions, causes of action, suits, demands, investigations, obligations, judgments, losses, costs, liabilities, damages, and expenses (irrespective of whether such Indemnified Party is a party to the action for which indemnification hereunder is sought) including, but not limited to, reasonable attorneys' fees at customary hourly rates which are incurred by, accrued, asserted, made or brought against, charged to, or recoverable from the Indemnified Parties or any of them as a result of, or arising out of, or relating to, or as a direct or indirect result of this Agreement or any and all claims, actions, settlement or liability for acts or failure to act in connection with this Agreement, excepting, however, any such loss or expense to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered which are caused by the Escrow Agent's gross negligence or its willful misconduct.
Indemnity of Escrow Agent. Sellers and Buyer, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against all loss, damage, liability and expense that may be incurred by the Escrow Agent arising out of or in connection with its acceptance of appointment as Escrow Agent hereunder, except as caused by its gross negligence, bad faith or willful misconduct, including the reasonable legal costs and expenses of defending itself against any claim or liability in connection with its performance hereunder. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall, if a claim in respect thereof is to be made against Buyer or Sellers, notify Buyer and Sellers' Representative thereof in writing.
Indemnity of Escrow Agent. IDS, XXXXX and MLC, on behalf of themselves and their successors in interest, if any, individually, jointly and severally hereby agree and shall, upon demand, indemnify, protect, save and hold harmless Escrow Agent, his agents, servants, officers, directors, shareholders, employees, representatives and any and all others acting by or through the Escrow Agent, from and against any and all debts, liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses, disbursements, including without limitation, reimbursement for all reasonable attorney fees, of whatsoever kind and nature, imposed upon, incurred by, paid by and/or asserted against Escrow Agent, in any way or form, directly or indirectly arising out of this Agreement, any and all aspects hereof and/or any and all disputes which may arise between the parties hereto or between the parties hereto and third persons as well as claims by third persons against Escrow Agent, including but not limited to, claims or demands by any governmental entity whatsoever, asserted by reason of this Agreement.
Indemnity of Escrow Agent. Principal Shareholders shall indemnify, defend, and hold the Escrow Agent and all of its partners and associates and other employees harmless from and against any and all claims, losses, damages, taxes, liabilities, and expenses whatsoever incurred or arising out of or in connection with the Escrow Agent’s acceptance of appointment as Escrow Agent or its performance hereunder, including, without limitation, any and all legal fees (including fees for the time of its partners and associates and other employees and fees for any other attorneys or their employees) and any other expenses incurred in investigating, preparing for, defending against or settling any commenced or threatened arbitration, legal proceeding or claim.
Indemnity of Escrow Agent. Except for Escrow Agent’s breach of contract, fraud or negligence, the County and the Developer further agree, jointly and severally, to indemnity and hold Escrow Agent harmless from and against all costs, damages, judgments, attorneys' fees, expenses, obligations, and liabilities of any kind or nature which in good faith Escrow Agent may incur or sustain about or arising out of this Escrow Agreement.
Indemnity of Escrow Agent. Seller shall defend, indemnify and hold Escrow Agent harmless from and against any claims, demands, liabilities, and expenses, including reasonable attorneys’ fees arising out of the performance by Xxxxxx Agent of its duties hereunder. Notwithstanding anything to the contrary herein, this indemnity shall not extend to Escrow Agent’s gross negligence or willful misconduct in the performance of its duties hereunder.
Indemnity of Escrow Agent. The Borrower agrees to hold the Escrow Agent harmless and agrees to indemnify the Escrow Agent from and against any loss, liability, expense (including but not limited to reasonable attorney's fees and expenses), claims, or demands arising out of or in connection with the transactions contemplated hereby, except for the Escrow Agent's gross negligence or willful misconduct. The foregoing indemnity shall survive the resignation or removal of the Escrow Agent pursuant to this Agreement and the termination of this Agreement. The costs and expenses of enforcing this right of indemnification also shall be paid by the Borrower.
