Indemnification of Escrow Agent. ​ and Seller shall jointly and severally indemnify and hold the Escrow Agent harmless from and against any liability, loss, damage or expense (including, without limitation, reasonable and documented attorneys’ fees) that the Escrow Agent may incur in connection with this Agreement and its performance hereunder or in connection herewith, including with respect to any claim asserted by either ​ or Seller, or any other person or entity, except to the extent such liability, loss, damage or expense is determined by a court of competent jurisdiction to have been directly caused by Escrow Agent’s willful misconduct, bad faith or gross negligence. ​ and Seller further agree, jointly and severally, to indemnify Escrow Agent for all costs, including without limitation reasonable attorney’s fees, incurred by Escrow Agent in connection with the enforcement of ​’s and Seller’s obligations hereunder. ​ and Seller further agree, solely as between themselves, that the indemnification provided for under this Section shall be allocated and paid in the same manner as fees and expenses under [Section 12]. The indemnification provided for under this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

Liability of Escrow Agent. _Buyer:The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts and for any loss, cost or expense incurred by ​ or ​ resulting from Escrow Agent’s mistake of Law respecting Escrow Agent’s scope or nature of its duties. ​ and Seller​ shall jointly and severally indemnify and hold the Escrow Agent harmless from and against any liability, loss, damage or expense (including, without limitation,all costs, claims and expenses, including reasonable and documented attorneys’ fees) that the Escrow Agent may incurfees, incurred in connection with this Agreement and itsthe performance hereunder or in connection herewith, includingof Escrow Agent’s duties hereunder, except with respect to any claim asserted by either ​actions or Seller,omissions taken or any other person or entity, except to the extent such liability, loss, damage or expense is determined by a court of competent jurisdiction to have been directly caused by Escrow Agent’s willful misconduct, bad faith or gross negligence. ​ and Seller further agree, jointly and severally, to indemnify Escrow Agent for all costs, including without limitation reasonable attorney’s fees, incurredmade by Escrow Agent in connection with the enforcement of ​’s and Seller’s obligations hereunder. ​ and Seller further agree, solely as between themselves, that the indemnification provided for under this Section shall be allocated and paidbad faith, in the same manner as fees and expenses under [Section 12]. The indemnification provided for under this Section shall survive the terminationdisregard of this Agreement andor involving negligence on the resignation or removalpart of the Escrow Agent.

The Company hereby agrees to indemnify and hold harmless the Escrow Agent harmless from and against any liability, loss, damage or expense (including,and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and documented attorneys’ fees)counsel fees and disbursements which may be incurred by it resulting from any act or omission of the Company; provided, however, that the Company shall not indemnify the Escrow Agent may incur in connection with this Agreement and its performance hereunderfor any losses, claims, damages, or in connection herewith, including with respect to any claim asserted by either ​ or Seller, or any other person or entity, except to the extent such liability, loss, damage or expense is determined by a court of competent jurisdiction to have been directly caused by Escrow Agent’s willful misconduct, bad faith or gross negligence. ​ and Seller further agree, jointly and severally, to indemnify Escrow Agent for all costs, including without limitation reasonable attorney’s fees, incurred by Escrow Agent in connection with the enforcement of ​’s and Seller’s obligations hereunder. ​ and Seller further agree, solely as between themselves, that the indemnification provided for under this Section shall be allocated and paid in the same manner as fees and expenses under [Section 12]. The indemnification provided for under this Section shall survive the termination of this Agreement and the resignation or removalarising out of the Escrow Agent.Agent's willful default, misconduct, or gross negligence under this Agreement.

Seller and SellerPurchaser shall jointly and severally indemnify and hold the Escrow Agent harmless from and against any liability, loss, damagedamage, liability or expense (including, without limitation, reasonable and documented attorneys’ fees) that the Escrow Agent may incur in connection with this Agreement and its performance hereunder or in connection herewith, including with respect to any claim asserted by either ​ or Seller, or any other person or entity, except to the extent such liability, loss, damage or expense is determined by a court of competent jurisdiction to have been directly caused by Escrow Agent’s willful misconduct, bad faith or gross negligence. ​ and Seller further agree, jointly and severally, to indemnify Escrow Agent for all costs, including without limitation reasonable attorney’s fees, incurred by Escrow Agent not caused by its willful misconduct or gross negligence, arising out of or in connection with the enforcement of ​’s and Seller’s obligations hereunder. ​ and Seller further agree, solely as between themselves, that the indemnification provided for under this Section shall be allocated and paid in the same manner as fees and expenses under [Section 12]. The indemnification provided for under this Section shall survive the termination ofits entering into this Agreement and the resignationcarrying out of its duties hereunder, or removalany dispute hereunder, including the costs and expenses of defending itself against any claim of liability or participating in any legal proceeding. In the event of any dispute with respect to the duties of Escrow Agent.Agent, Escrow Agent may consult with counsel of its choice, and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel.

The Transaction Parties agree to indemnify and hold the Escrow Agent harmless from and against any liability, loss, damageand all claims, losses, costs, liabilities, damages, suits, demands, judgments or expense (including, without limitation,expenses (including but not limited to reasonable and documented attorneys’attorney’s fees) that the Escrow Agent may incur in connection with this Agreement and its performance hereunderclaimed against or in connection herewith, including with respect to any claim asserted by either ​ or Seller, or any other person or entity, except to the extent such liability, loss, damage or expense is determined by a court of competent jurisdiction to have been directly caused by Escrow Agent’s willful misconduct, bad faith or gross negligence. ​ and Seller further agree, jointly and severally, to indemnify Escrow Agent for all costs, including without limitation reasonable attorney’s fees, incurred by Escrow Agent in connection with the enforcementarising out of ​’s and Seller’s obligations hereunder. ​ and Seller further agree, solely as between themselves, that the indemnification provided for underor related, directly or indirectly, to this Section shall be allocated and paid in the same manner as fees and expenses under [Section 12]. The indemnification provided for under this Section shall survive the termination of thisEscrow Agreement and the resignation or removal ofunless caused by the Escrow Agent.Agent’s gross negligence or willful misconduct.

The Underwriter and Seller shall jointly and severallythe Company agree to indemnify and hold the Escrow Agent harmless from and against any liability, loss, damageand all claims, losses, costs, liabilities, damages, suits, demands, judgments or expense (including, without limitation,expenses (including but not limited to reasonable and documented attorneys’attorney’s fees) that the Escrow Agent may incur in connection with this Agreement and its performance hereunderclaimed against or in connection herewith, including with respect to any claim asserted by either ​ or Seller, or any other person or entity, except to the extent such liability, loss, damage or expense is determined by a court of competent jurisdiction to have been directly caused by Escrow Agent’s willful misconduct, bad faith or gross negligence. ​ and Seller further agree, jointly and severally, to indemnify Escrow Agent for all costs, including without limitation reasonable attorney’s fees, incurred by Escrow Agent in connection with the enforcementarising out of ​’s and Seller’s obligations hereunder. ​ and Seller further agree, solely as between themselves, that the indemnification provided for underor related, directly or indirectly, to this Section shall be allocated and paid in the same manner as fees and expenses under [Section 12]. The indemnification provided for under this Section shall survive the termination of thisEscrow Agreement and the resignation or removal ofunless caused by the Escrow Agent.Agent’s gross negligence or willful misconduct.