Common use of Waiver and Indemnification Clause in Contracts

Waiver and Indemnification. Parent, the Indemnification -------------------------- Representative and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent. Parent and the Holders further agree, jointly and severally, to indemnify and hold Escrow Agent and its directors, officers, agents and employees (collectively, the "Indemnitees") harmless from and against ----------- any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including without limitation, out-of-pocket, incidental expenses, reasonable legal fees and expenses, and the allocated costs and expenses of in- house counsel and legal staff ("Losses") that may be imposed on, incurred by, or ------ asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition to and not in limitation of the immediately preceding sentence, Parent and the Holders also agree, jointly and severally, to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The maximum amount of each Holders liability for indemnification under this Section 5.1 shall be the amount of such Holders percentage interest of the Escrow Shares. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. Parent, the Indemnification -------------------------- Representative and the Holders The Interested Parties agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent. Parent and the Holders The Interested Parties further agree, jointly and severally, to indemnify and hold Escrow Agent and its directors, officers, agents and employees (collectively, the "“Indemnitees"”) harmless from and against ----------- any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including without limitation, out-of-pocket, incidental expenses, reasonable legal fees and expenses, and the allocated costs and expenses of in- in-house counsel and legal staff ("“Losses"”) that may be imposed on, incurred by, or ------ asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition addition, to and not in limitation of the immediately preceding sentence, Parent and the Holders Interested Parties also agree, jointly and severally, to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's ’s performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The maximum amount of each Holders liability for indemnification under this Section 5.1 shall be the amount of such Holders percentage interest of the Escrow Shares. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. Parent, INT'X.xxx, the Indemnification -------------------------- Representative and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or neglect, gross negligence or bad faith of the Escrow Agent. Parent and the Holders INT'X.xxx further agree, jointly and severally, to indemnify and hold Escrow Agent and its directors, officers, agents and employees (collectively, the "IndemniteesINDEMNITEES") harmless from and against ----------- any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including without limitation, out-of-pocket, incidental expenses, reasonable legal fees and expensesexpenses (including the reasonable fees and expenses of not more than one outside counsel), and the allocated costs and expenses of in- in-house counsel and legal staff ("LossesLOSSES") that may be imposed on, incurred by, or ------ asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition addition, to and not in limitation of the immediately preceding sentence, Parent and the Holders INT'X.xxx also agree, jointly and severally, to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The maximum amount of each Holders liability for indemnification under this Section 5.1 shall be the amount of such Holders percentage interest of the Escrow Shares. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. Parent, the Indemnification -------------------------- Representative Parent and the Holders Holder agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent. Holder and Parent and the Holders further agree, jointly and severally, to indemnify and hold Escrow Agent and its directors, officers, agents and employees (collectively, the "“Indemnitees"”) harmless from and against ----------- any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including without limitation, out-of-pocket, incidental expenses, reasonable legal fees and expenses, and the allocated costs and expenses of in- in-house counsel and legal staff ("“Losses"”) that may be imposed on, incurred by, or ------ asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition to and not in limitation of the immediately preceding sentence, Parent and the Holders Holder also agree, jointly and severally, to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's ’s performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The maximum amount of each Holders liability for indemnification under this Section 5.1 shall be the amount of such Holders percentage interest of the Escrow Shares. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. Parent, the Indemnification -------------------------- Representative The Parent and the Holders Shareholders’ Representative agree to and hereby do waive any suit, claim, demand demand, or cause of action of any kind which that they may have or may assert against the Escrow Agent and the Escrow Agent will not be liable for any action taken, suffered, or omitted to be taken hereunder arising out of or relating to the execution execution, administration, or performance by the Escrow Agent of this General Escrow Agreement, unless such suit, claim, demand demand, or cause of action is based upon the willful neglect or gross negligence or negligence, bad faith or willful misconduct of the Escrow Agent, each as determined by a final non-appealable order, judgment, decree or ruling of a court of competent jurisdiction. Parent and the Holders further agree, jointly and severally, to indemnify and hold Escrow Agent and its directors, officers, agents and employees (collectively, the "Indemnitees") harmless from and against ----------- any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including without limitation, out-of-pocket, incidental expenses, reasonable legal fees and expenses, and the allocated costs and expenses of in- house counsel and legal staff ("Losses") that may be imposed on, incurred by, or ------ asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition to and not in limitation of the immediately preceding sentence, Parent and the Holders also agree, jointly and severally, to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The maximum amount of each Holders liability for indemnification under this Section 5.1 shall be the amount of such Holders percentage interest of the Escrow Shares. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything Notwithstanding anything in this General Escrow Agreement to the contrary notwithstandingcontrary, in no event shall the Escrow Agent will not be liable in any event for special, indirect punitive, indirect, incidental, or consequential loss losses or damage damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Any liability of the Escrow Agent under this Agreement shall be limited to the amount of annual fees paid to the Escrow Agent hereunder. Parent further agrees to indemnify the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, employees, and consultants (collectively the “Indemnitees”) and to defend and to hold the Indemnitees harmless against and from any and all claims, demands, claims, judgments, settlements, actions, suits, proceedings, litigations, investigations, costs, damages, losses, penalties, liabilities, and expenses, including reasonable attorneys’ fees, that may be asserted against it or to which it may be exposed or that the Indemnitees may incur for any action taken, suffered, or omitted to be taken, by reason of the execution, delivery, administration, or performance of this General Escrow Agreement, the enforcement of any rights or remedies under or in connection with this General Escrow Agreement, the establishment of the Escrowed Property, the acceptance or administration of the Escrowed Property and any payment, transfer or other application of funds pursuant to this General Escrow Agreement, or as may arise by reason of any act, omission or error of the Indemnitee, except to the extent attributable to such Indemnitee’s gross negligence, bad faith or willful misconduct, each as determined by a final non-appealable order, judgment, decree or ruling of a court of competent jurisdiction. This paragraph will survive the resignation, removal or termination of the Escrow Agent and the termination of this General Escrow Agreement until extinguished by any applicable statute of limitations. Parent will pay the reasonable costs and expenses of the Escrow Agent incurred in enforcing this right of indemnification.

Waiver and Indemnification. ParentDelano, DA, the Indemnification -------------------------- Representative and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent Custodian arising out of or relating to the execution or performance by the Escrow Agent Custodian of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow AgentCustodian. Parent Delano, DA and the Holders further agree, jointly and severally, to indemnify and hold Escrow Agent Custodian and its directors, officers, agents and employees (collectively, the "IndemniteesINDEMNITEES") harmless from and against ----------- any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including without limitation, out-of-pocket, incidental expenses, reasonable legal fees and expenses, and the allocated costs and expenses of in- in-house counsel and legal staff ("LossesLOSSES") that may be imposed on, incurred by, or ------ asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent Custodian is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition addition, to and not in limitation of the immediately preceding sentence, Parent Delano, DA and the Holders also agree, jointly and severally, to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow AgentCustodian's performance under this Escrow Agreement, provided the Escrow Agent Custodian has not acted with gross negligence, willful neglect or bad faith. The maximum amount of each Holders liability for indemnification under this Section 5.1 shall be the amount of such Holders percentage interest of the Escrow Shares. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent Custodian for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent Custodian be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent Custodian has been advised of such loss or damage and regardless of the form of action. Notwithstanding the foregoing, a Holder's liability under this Section 5.1 shall not exceed such Holder's share of the Retained Escrow.

Waiver and Indemnification. Parent, Mysticom, the Indemnification -------------------------- Representative and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent. Parent Parent, Mysticom and the Holders further agree, jointly and severally, to indemnify and hold Escrow Agent and its directors, officers, agents and employees (collectively, the "“Indemnitees"”) harmless from and against ----------- any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including without limitation, out-of-pocket, incidental expenses, reasonable legal fees and expenses, and the allocated costs and expenses of in- in-house counsel and legal staff ("“Losses"”) that may be imposed on, incurred by, or ------ asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition to and not in limitation of the immediately preceding sentence, Parent Parent, Mysticom and the Holders also agree, jointly and severally, to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's ’s performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The maximum amount of each Holders liability for indemnification under this Section 5.1 shall be the amount of such Holders percentage interest of the Escrow Shares. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. Parent, the Indemnification Subtenant hereby waives all rights of -------------------------- Representative and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert recovery against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent. Parent and the Holders further agree, jointly and severally, to indemnify and hold Escrow Agent Sublessor and its directors, officers, agents and employees (collectivelyfor any loss or damage to any property of or injury to Subtenant or its officers, the "Indemnitees") harmless from and against ----------- any and all claimsemployees, liabilitiesagents, losses, damages, fines, penalties, and expenses, including without limitation, out-of-pocket, incidental expenses, reasonable legal fees and expenses, and the allocated costs and expenses of in- house counsel and legal staff ("Losses") that may be imposed on, incurred byguests, or ------ asserted againstinvitees which occurs in or arises out of the use, condition or occupancy of the Indemnitees Subleased Premises or any other part of them for following the Building or which results from the action or inaction of Master Lessor or its agents or employees, except to the extent such loss, damage or injury is the result of the negligence or willful misconduct of Sublessor or Sublessor's officers or employees. In addition, Subtenant hereby waives all rights of recovery against Sublessor and its officers and employees to the extent of any instructions insurance either maintained or other directions upon which the Escrow Agent is authorized required to rely be maintained by Subtenant pursuant to the terms of this Escrow AgreementSublease, provided the Escrow Agent has not acted with gross negligencewhichever is greater. Furthermore, willful neglect or bad faith. In addition to and not in limitation of the immediately preceding sentence, Parent and the Holders also agree, jointly and severally, Subtenant agrees to indemnify and hold the Indemnitees Sublessor and each of them its officers harmless from and against any and all Losses that may be imposed onlosses, incurred bydamages, liabilities, actions, claims, costs and expenses, including court costs and reasonable attorneys' fees, arising out of or relating to: (i) Subtenant's use or occupancy of the Subleased Premises, or asserted against use of any other portion of the Indemnitees Building; (ii) any act or omission by Subtenant or any of them its officers, employees, agents, guests or invitees; (iii) the making or installation of Improvements in connection with or arising out to the Subleased Premises by or at the direction of Subtenant; or (iv) any failure by Subtenant to observe or perform any of the Escrow Agent's performance covenants or obligations required of Subtenant under this Escrow AgreementSublease, provided including, without limitation, Subtenant's obligations to comply with the Escrow Agent has not acted with gross negligencerequirements of the Master Lease as set forth in Paragraph 12 hereof unless such failure to comply is the result of the willful or grossly negligent actions of Sublessor or Sublessor's officers, willful neglect agents, employees, contractors, guests or bad faithinvitees. The maximum amount of each Holders liability for indemnification Subtenant's obligations under this Section 5.1 shall be the amount of such Holders percentage interest of the Escrow Shares. The provisions of this Section 5.1 Paragraph 9 shall survive the expiration or termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of actionSublease.

Waiver and Indemnification. Parent, Calogic, the Indemnification -------------------------- Representative and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or neglect, gross negligence or bad faith of the Escrow Agent. Parent Parent, Calogic and the Holders further agree, jointly and severally, to indemnify and hold Escrow Agent and its directors, officers, agents and employees (collectively, the "IndemniteesINDEMNITEES") harmless from and against ----------- any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including without limitation, out-of-pocket, incidental expenses, reasonable legal fees and expensesexpenses (including the reasonable fees and expenses of not more than one outside counsel), and the allocated costs and expenses of in- in-house counsel and legal staff ("LossesLOSSES") that may be imposed on, incurred by, or ------ asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition addition, to and not in limitation of the immediately preceding sentence, Parent Parent, Calogic and the Holders also agree, jointly and severally, to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The maximum amount of each Holders liability for indemnification under this Section 5.1 shall be the amount of such Holders percentage interest of the Escrow Shares. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. ParentItron, the Indemnification -------------------------- Representative Stockholders' Representative, and the Holders Company Stockholders agree to and hereby do waive any suit, claim, demand demand, or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand demand, or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent, as such gross negligence or bad faith is determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction. Parent Itron and the Holders Company Stockholders further agree, agree to jointly and severally, to indemnify indemnify, defend, protect, save and hold keep harmless the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, agents managers, employees, agents, attorneys, accountants and employees experts (collectively, collectively the "Indemnitees") harmless from and against ----------- any and all claims), liabilities, losses, damages, fines, penalties, and expenses, including without limitation, out-of-pocket, incidental expenses, reasonable legal fees and expenses, and the allocated costs and expenses of in- house counsel and legal staff ("Losses") that may be imposed on, incurred by, or ------ asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition to and not in limitation of the immediately preceding sentence, Parent and the Holders also agree, jointly and severally, to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses, including, without limitation, reasonable fees and disbursements of counsel (collectively "Losses"), that may be imposed on, incurred by, or asserted against the Indemnitees or any of them Indemnitee, at any time, and in connection with any way relating to or arising out of the Escrow Agent's execution, delivery or performance under of this Escrow Agreement, provided the enforcement of any rights or remedies under or in connection with this Escrow Agreement, the establishment of the Escrow Account, the acceptance or administration of the Escrowed Cash and any other Escrowed Property and any payment, transfer or other application of the Escrowed Cash, any other Escrowed Property or other funds pursuant to this Escrow Agreement, or as may arise by reason of any act, omission or error of the Indemnitee; provided, however, that no Indemnitee shall be entitled to be so indemnified, defended, protected, saved and kept harmless to the extent such Loss was proximately caused by its own gross negligence or bad faith, as such gross negligence or bad faith is determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction. Notwithstanding the foregoing, the obligation of GE Capital Equity Investments, Inc. to indemnify any Indemnities pursuant to this Section 4 shall not in any case exceed, in the aggregate, an amount equal to twice GE Capital Equity Investments, Inc.'s pro rata share of the Escrowed Cash. The Escrow Agent agrees to give prompt notice to the parties hereto of any filed claim that could give rise to an obligation to indemnify the Escrow Agent has not acted with gross negligenceor any Indemnitee hereunder upon the Escrow Agent's actual knowledge thereof, willful neglect provided, however, that the failure to give such notice shall in no way limit the indemnification of Escrow Agent or bad faithany Indemnitee hereunder. The maximum amount of each Holders liability for indemnification under obligations contained in this Section 5.1 shall be the amount of such Holders percentage interest of the Escrow Shares. The provisions of this Section 5.1 4 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reasonAgent. Anything in Notwithstanding the foregoing, as between Itron and the Company Stockholders, the liability of each Company Stockholder pursuant to this Escrow Agreement Section shall be limited to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised interest of such loss or damage and regardless of the form of actionCompany Stockholder in any remaining Escrowed Property.

Waiver and Indemnification. Parent, Natchez, the Indemnification -------------------------- Representative and and, by virtue of their approval of the Merger Agreement, the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith willful misconduct of the Escrow Agent. Parent and Parent, Natchez and, by virtue of their approval of the Merger Agreement, the Holders further agree, jointly and severally, to indemnify and hold Escrow Agent and its directors, officers, agents and employees (collectively, the "Indemnitees") harmless from and against ----------- any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including without limitation, out-of-pocket, incidental expenses, reasonable legal fees and expenses, and the allocated costs and expenses of in- in-house counsel and legal staff ("Losses") that may be imposed on, incurred by, or ------ asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition addition, to and not in limitation of the immediately preceding sentence, Parent and Parent, Natchez and, by virtue of their approval of the Merger Agreement, the Holders also agree, jointly and severally, to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, negligence or willful neglect or bad faith. The maximum amount of each Holders liability for indemnification under this Section 5.1 shall be the amount of such Holders percentage interest of the Escrow Sharesmisconduct. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. Parent, Horizon, the Indemnification Stockholder -------------------------- Representative and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent. Parent Parent, Horizon and the Holders further agree, jointly and severally, to indemnify and hold Escrow Agent and its directors, officers, agents and employees (collectively, the "Indemnitees") harmless from ----------- and against ----------- any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including without limitation, out-of-pocket, incidental expenses, reasonable legal fees and expenses, and the allocated costs and expenses of in- in-house counsel and legal staff ("Losses") that may be imposed on, ------ incurred by, or ------ asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition to and not in limitation of the immediately preceding sentence, Parent Parent, Horizon and the Holders also agree, jointly and severally, to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The maximum amount of each Holders liability for indemnification under this Section 5.1 shall be the amount of such Holders percentage interest of the Escrow Shares. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. Parent, the Indemnification -------------------------- Representative HT and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent. Parent Parent, HT and the Holders further agree, jointly and severally, to indemnify and hold Escrow Agent and its directors, officers, agents and employees (collectively, the "IndemniteesINDEMNITEES") harmless from and against ----------- any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including without limitation, out-of-pocket, incidental expenses, reasonable legal fees and expenses, and the allocated costs and expenses of in- in-house counsel and legal staff ("LossesLOSSES") that may be imposed on, incurred by, or ------ asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition addition, to and not in limitation of the immediately preceding sentence, Parent Parent, HT and the Holders also agree, jointly and severally, to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The maximum amount of each Holders liability for indemnification under this Section 5.1 shall be the amount of such Holders percentage interest of the Escrow Shares. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.

Waiver and Indemnification. Parent, Alacrity, the -------------------------- Indemnification -------------------------- Representative and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect or gross negligence or bad faith of the Escrow Agent. Parent Parent, Alacrity and the Holders further agree, jointly and severally, to indemnify and hold Escrow Agent and its directors, officers, agents and employees (collectively, the "Indemnitees") ----------- harmless from and against ----------- any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including without limitation, out-of-pocket, incidental expenses, reasonable legal fees and expenses, and the allocated costs and expenses of in- house counsel and legal staff ("Losses") that may be imposed on, incurred by, or ------ asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition to and not in limitation of the immediately preceding sentence, Parent Parent, Alacrity and the Holders also agree, jointly and severally, to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The maximum amount of each Holders liability for indemnification under this Section 5.1 shall be the amount of such Holders percentage interest of the Escrow Shares. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.