Common use of Indemnification of the Escrow Agent Clause in Contracts

Indemnification of the Escrow Agent. (a) Borrower shall be responsible for 50% of, and (b) Lender shall be responsible for 50% of: the reasonable fees and expenses charged and incurred by the Escrow Agent arising out of or in connection with this Agreement, including all legal and other professional fees and disbursements charged by the Escrow Agent and all fees and expenses of any experts, advisors, agents or agencies employed by the Escrow Agent pursuant to this Section 4.2. Notwithstanding the foregoing, Borrower and Lender shall be jointly and severally responsible for the payment of all the reasonable fees and expenses charged and incurred by the Escrow Agent arising out of or in connection with this Agreement, including all legal and other professional fees and disbursements charged by the Escrow Agent and all fees and expenses of any experts, advisors, agents or agencies employed by the Escrow Agent pursuant to this Section 4.2. Borrower and Lender, each as to 50%, agree to indemnify, defend and hold the Escrow Agent harmless from and against any and all Losses suffered or incurred by it as a result of or arising directly or indirectly out of or in connection with its acting as escrow agent under this Agreement except where such Losses result from the Escrow Agent’s own wilful misconduct, gross negligence or bad faith. Notwithstanding the foregoing, Borrower and Lender shall be jointly and severally responsible for indemnifying, defending and holding the Escrow Agent harmless from and against any and all Losses suffered or incurred by it as a result of or arising directly or indirectly out of or in connection with its acting as escrow agent under this Agreement except where such Losses result from the Escrow Agent’s own wilful misconduct, gross negligence or bad faith. In acting hereunder, the Escrow Agent shall be fully protected in relying upon, and shall be entitled to rely upon, the procedures set out in this Agreement or an opinion of counsel or other advisor reasonably satisfactory to the Escrow Agent as to the fulfilment of its duties and obligations hereunder. The Escrow Agent may employ such experts, advisors, agents or agencies as it may reasonably require for the purpose of discharging its duties under this Agreement and shall not be responsible for any act or omission with respect to its or such parties’ administration of this Agreement except for its or their wilful misconduct, gross negligence or bad faith.

Indemnification of the Escrow Agent. (a) Borrower shall be responsible for 50% of, The Company and (b) Lender shall be responsible for 50% of: the reasonable fees Dealer Manager each hereby agree to jointly and expenses charged severally indemnify and incurred by the Escrow Agent arising out of or in connection with this Agreement, including all legal and other professional fees and disbursements charged by defend the Escrow Agent and all fees its officers, directors, employees and expenses of any expertsagents, advisors, agents or agencies employed by the Escrow Agent pursuant to this Section 4.2. Notwithstanding the foregoing, Borrower and Lender shall be jointly and severally responsible for the payment of all the reasonable fees and expenses charged and incurred by the Escrow Agent arising out of or in connection with this Agreement, including all legal and other professional fees and disbursements charged by the Escrow Agent and all fees and expenses of any experts, advisors, agents or agencies employed by the Escrow Agent pursuant to this Section 4.2. Borrower and Lender, each as to 50%, agree to indemnify, defend and hold the Escrow Agent harmless them harmless, from and against any and all Losses suffered claims, suits, actions, proceedings, damages, losses, liabilities, obligations, costs and reasonable expenses (including attorneys’ fees and court costs, travel costs, reasonable settlement costs and other reasonable out-of-pocket costs related to dispute resolution) which the Escrow Agent may suffer or incur directly or indirectly from or which relate in any way to (i) this Agreement, (ii) any transaction to which this Agreement relates, (iii) for avoidance of doubt: any actions taken or not taken hereunder pursuant to Sections 11, 19 or 21 (except, with respect to Section 22, a 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 action taken or omitted to be taken by the Escrow Agent in connection with the provision of services to the Company or pursuant to Written Instructions, and, (v) for the avoidance of doubt: any liability for taxes or any additions for late payment, interest, penalties or other assessments or expenses that may be charged to or incurred by it as a result the Escrow Agent under applicable tax laws or tax regulations attributable to the investment of funds held in escrow by the Escrow Agent or arising disbursements made hereunder; except to the extent any of the foregoing in clauses (i) through (v) is finally adjudicated to have directly resulted from or indirectly out of or in connection with its acting as escrow agent under this Agreement except where such Losses result from been caused by the Escrow Agent’s own wilful intentional misconduct, bad faith or gross negligence or bad faith. Notwithstanding the foregoing, Borrower and Lender shall be jointly and severally responsible for indemnifying, defending and holding the Escrow Agent harmless from and against any and all Losses suffered or incurred by it as a result of or arising directly or indirectly out of or in connection with its acting as escrow agent under this Agreement except where such Losses result from the Escrow Agent’s own wilful misconduct, gross negligence or bad faith. In acting hereunder, the Escrow Agent shall be fully protected in relying upon, and shall be entitled respect to rely upon, the procedures set out in this Agreement or an opinion of counsel or other advisor reasonably satisfactory to the Escrow Agent as to the fulfilment of its duties and obligations hereunder. The Escrow Agent may employ such experts, advisors, agents or agencies as it may reasonably require for the purpose of discharging its duties under this Agreement and Agreement. The provisions of this Section 11 shall not be responsible for any act or omission with respect to its or such parties’ administration survive the termination of this Agreement except for its and the resignation or their wilful misconduct, gross negligence or bad faithremoval of the Escrow Agent.

Indemnification of the Escrow Agent. Parent agrees to indemnify, and hold harmless the Escrow Agent and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement and the Merger Agreement (acollectively the "Indemnified Parties") Borrower against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Escrow Agent's legal counsel) which, without fraud, negligence, wilful misconduct or bad faith 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 Escrow Fund, its compliance with its duties set forth in this Agreement, or any written or oral instructions delivered to the Escrow Agent by Parent pursuant hereto. In no case shall Parent be liable under this indemnity for any claim against any of the Indemnified Parties unless Parent shall be responsible for 50% ofnotified 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 Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (b) Lender ii), below, Parent shall be responsible for 50% ofentitled to participate at their own expense in the defense and, if Parent so elects at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Escrow Agent shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Escrow Agent unless: (i) the employment of such counsel has been authorized by Parent; or (ii) the named parties to any such suit include both the Escrow Agent and Parent and the Escrow Agent shall have been advised by counsel acceptable to Parent 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 Parent and that an actual or potential conflict of interest exists (in which case Parent shall not have the right to assume the defence of such suit on behalf of the Escrow Agent but shall be liable to pay the reasonable fees and expenses charged and incurred by the Escrow Agent arising out of or in connection with this Agreement, including all legal and other professional fees and disbursements charged by the Escrow Agent and all fees and expenses of any experts, advisors, agents or agencies employed by the Escrow Agent pursuant to this Section 4.2. Notwithstanding the foregoing, Borrower and Lender shall be jointly and severally responsible counsel for the payment of all the reasonable fees and expenses charged and incurred by the Escrow Agent arising out of or in connection with this Agreement, including all legal and other professional fees and disbursements charged by the Escrow Agent and all fees and expenses of any experts, advisors, agents or agencies employed by the Escrow Agent pursuant to this Section 4.2. Borrower and Lender, each as to 50%, agree to indemnify, defend and hold the Escrow Agent harmless from and against any and all Losses suffered or incurred by it as a result of or arising directly or indirectly out of or in connection with its acting as escrow agent under this Agreement except where such Losses result from the Escrow Agent’s own wilful misconduct, gross negligence or bad faith. Notwithstanding the foregoing, Borrower and Lender shall be jointly and severally responsible for indemnifying, defending and holding the Escrow Agent harmless from and against any and all Losses suffered or incurred by it as a result of or arising directly or indirectly out of or in connection with its acting as escrow agent under this Agreement except where such Losses result from the Escrow Agent’s own wilful misconduct, gross negligence or bad faith. In acting hereunder, the Escrow Agent shall be fully protected in relying upon, and shall be entitled to rely upon, the procedures set out in this Agreement or an opinion of counsel or other advisor reasonably satisfactory to the Escrow Agent as to the fulfilment of its duties and obligations hereunder. The Escrow Agent may employ such experts, advisors, agents or agencies as it may reasonably require for the purpose of discharging its duties under this Agreement and shall not be responsible for any act or omission with respect to its or such parties’ administration of this Agreement except for its or their wilful misconduct, gross negligence or bad faith).

Indemnification of the Escrow Agent. AHG, Rev Acquisition, the Company and Pie Squared (asometimes collectively referred to as the “Indemnifying Parties” and individually as an “Indemnifying Party”) Borrower shall be responsible for 50% ofjointly and severally indemnify, defend, and (b) Lender shall be responsible for 50% of: the reasonable fees and expenses charged and incurred by hold harmless the Escrow Agent and each of its affiliates, officers, directors, partners, members, managers, employees, agents, successors, and assigns (each, an “Indemnified Party”) from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (each a “Loss” and collectively “Losses”) arising out of or in connection with this Agreementany claim, including all legal and other professional fees and disbursements charged by suit, action, or proceeding (each a “Claim”) relating to the Escrow Agent and all fees and expenses of any expertsentering into or performing its obligations under this Agreement; provided, advisorshowever, agents or agencies employed by the Escrow Agent pursuant to this Section 4.2. Notwithstanding the foregoing, Borrower and Lender shall not be jointly and severally responsible indemnified or held harmless in any event for the payment of all the reasonable fees and expenses charged and incurred by the Escrow Agent arising out of or in connection with this Agreement, including all legal and other professional fees and disbursements charged by the Escrow Agent and all fees and expenses of any experts, advisors, agents or agencies employed by the Escrow Agent pursuant to this Section 4.2. Borrower and Lender, each as to 50%, agree to indemnify, defend and hold the Escrow Agent harmless from and against any and all Losses suffered or incurred by it as a result of or arising directly or indirectly out of or in connection with its acting as escrow agent under this Agreement except where such Losses result Loss resulting from the Escrow Agent’s own wilful misconduct, gross negligence or bad faithwillful misconduct. Notwithstanding This Section 6 shall survive the foregoing, Borrower and Lender shall be jointly and severally responsible for indemnifying, defending and holding the Escrow Agent harmless from and against any and all Losses suffered or incurred by it as a result termination of or arising directly or indirectly out of or in connection with its acting as escrow agent under this Agreement except where such Losses result from the Escrow Agent’s own wilful misconduct, gross negligence or bad faithAgreement. In acting hereunder, the Escrow Agent shall be fully protected in relying upon, and shall Any Indemnified Party claiming to be entitled to rely uponindemnification hereunder shall promptly notify each of the Indemnifying Parties upon becoming aware of a Claim with respect to which the Indemnifying Party is obligated to provide indemnification hereunder (“Indemnified Claim”). The Indemnifying Parties shall promptly assume control of the defense and investigation of the Indemnified Claim, the procedures set out in this Agreement or an opinion of with counsel or other advisor reasonably satisfactory acceptable to the Escrow Agent as to Indemnified Party, and the fulfilment Indemnified Party shall reasonably cooperate with the Indemnifying Parties in connection therewith, in each case at the Indemnifying Parties’ cost and expense. The Indemnified Party may participate in the defense of such Indemnified Claim, with counsel of its duties own choosing and obligations hereunderat its own cost and expense. The Escrow Agent may employ Indemnifying Parties shall not settle any Indemnified Claim on any terms or in any manner that adversely affects the rights of any Indemnified Party without such experts, advisors, agents or agencies as it may reasonably require for the purpose of discharging its duties under this Agreement and Indemnified Party’s prior written consent (which consent shall not be responsible for unreasonably withheld, conditioned, or delayed). If the Indemnifying Parties fail or refuse to assume control of the defense of such Indemnified Claim, the Indemnified Party shall have the right, but no obligation, to defend against such Indemnified Claim, including settling such Indemnified Claim after giving notice to the Indemnifying Parties, in each case in such manner and on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party’s failure to perform any obligation hereunder nor any act or omission of the Indemnified Party in the defense or settlement of any Indemnified Claim shall relieve the Indemnifying Parties of its obligations hereunder, including with respect to its or such parties’ administration of this Agreement any Losses, except for its or their wilful misconduct, gross negligence or bad faithto the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result thereof.

Indemnification of the Escrow Agent. Parent agrees to indemnify, and hold harmless the Escrow Agent and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement and the Merger Agreement (acollectively the “Indemnified Parties") Borrower against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Escrow Agent’s legal counsel) which, without fraud, negligence, wilful misconduct or bad faith 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 Escrow Fund, its compliance with its duties set forth in this Agreement, or any written or oral instructions delivered to the Escrow Agent by Parent pursuant hereto. In no case shall Parent be liable under this indemnity for any claim against any of the Indemnified Parties unless Parent shall be responsible for 50% ofnotified 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 Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (b) Lender ii), below, Parent shall be responsible for 50% ofentitled to participate at their own expense in the defense and, if Parent so elects at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Escrow Agent shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Escrow Agent unless: (i) the employment of such counsel has been authorized by Parent; or (ii) the named parties to any such suit include both the Escrow Agent and Parent and the Escrow Agent shall have been advised by counsel acceptable to Parent 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 Parent and that an actual or potential conflict of interest exists (in which case Parent shall not have the right to assume the defence of such suit on behalf of the Escrow Agent but shall be liable to pay the reasonable fees and expenses charged and incurred by the Escrow Agent arising out of or in connection with this Agreement, including all legal and other professional fees and disbursements charged by the Escrow Agent and all fees and expenses of any experts, advisors, agents or agencies employed by the Escrow Agent pursuant to this Section 4.2. Notwithstanding the foregoing, Borrower and Lender shall be jointly and severally responsible counsel for the payment of all the reasonable fees and expenses charged and incurred by the Escrow Agent arising out of or in connection with this Agreement, including all legal and other professional fees and disbursements charged by the Escrow Agent and all fees and expenses of any experts, advisors, agents or agencies employed by the Escrow Agent pursuant to this Section 4.2. Borrower and Lender, each as to 50%, agree to indemnify, defend and hold the Escrow Agent harmless from and against any and all Losses suffered or incurred by it as a result of or arising directly or indirectly out of or in connection with its acting as escrow agent under this Agreement except where such Losses result from the Escrow Agent’s own wilful misconduct, gross negligence or bad faith. Notwithstanding the foregoing, Borrower and Lender shall be jointly and severally responsible for indemnifying, defending and holding the Escrow Agent harmless from and against any and all Losses suffered or incurred by it as a result of or arising directly or indirectly out of or in connection with its acting as escrow agent under this Agreement except where such Losses result from the Escrow Agent’s own wilful misconduct, gross negligence or bad faith. In acting hereunder, the Escrow Agent shall be fully protected in relying upon, and shall be entitled to rely upon, the procedures set out in this Agreement or an opinion of counsel or other advisor reasonably satisfactory to the Escrow Agent as to the fulfilment of its duties and obligations hereunder. The Escrow Agent may employ such experts, advisors, agents or agencies as it may reasonably require for the purpose of discharging its duties under this Agreement and shall not be responsible for any act or omission with respect to its or such parties’ administration of this Agreement except for its or their wilful misconduct, gross negligence or bad faith).