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40 C3 0 SECTION 7. , INDEMNITY. (A) Each of the Parties hereby jointly and severally agree to save harmless, indemnify and defend (with counsel chosen by Agent) Agent for, from and against any loss, damage, liability, judgmen% cost and expense whatsoever, including reasonable attorneys' fees (eitherpaid to retained attorneys or the fair value of services rendered to itself), suffered or incurred by it, by reason of, or on account of; any misrepresentation made to it or its status or activities as Agent under this Document Escrow Agreement, except for any loss, damage, liability, judgment, cost or expense resulting from negligence or willful misconduct on the part of Agent. (B) Agent shall not be required to defend any legal proceeding; which may be instituted against it in respect of the subject matter of this Document Escruw Agreement unless requested to do so by all the Parties and indemnified to Agent's satisfaction against the cost and expense of such defense. tf any such legal proceeding is instituted against it, Agent agrees promptly to give notice of such proceeding to the Parties. Agent shall not be required to institute legal proceedings of any kind. SECTION 8. LIABILITY, DUTIES AND RESPONSIBILITY OF AGENT. (A) Agent undertakes to perform only such duties as are expressly set forth in this Document Escrow Agreement. Agent shall not be deemed to have any implied duties or obligations under or related to this Document Escrow Agreement. (B) Agent may (i) act in reliance upon any writing or instrument orsignature which it, in goad faith, believes to be genuine; (ii) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument; and (iii) assume that any person purporting to grvc any wnting, notice. advice or instructions in connection with the provisions of this Document Escrow Agreement has been duly authorized to do so. Agent shall not be liable in any ntanncr for the suff icicncy or corrections as to form. maturer of execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person executing any instrument. (C) It is acknowledged that Agent is counsel for the County It is agreed that Agent shall not be disabled or disqualified from representing the Counry, its officers. directors, employees or agents in connection with any dispute or litigation which may arise out of or in connection with this Document Escrow Agreement or the transactions contemplated by the Escrow Docurrtcnis as a restdt of Agent acting as Agent under tim Document Escrow Agreement and the other Panics hereto waive any claim or right to assert a conflict of interest arising out of or in connection with the foregoing.