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SECTI{IiN 7. INDEMNITY, <br />. (A) Each of the Parties hereby jointly and severally agree to save harmless, indemnify and <br />defend (with counsel chosen by Agent) Agent For, from and against any loss, damage, liability, <br />judgment, cost and expense whatsoever, including reasonable attorneys' fees (either paid to retained <br />l attorneys or the fair value of services rendered to itself), suffered or incurred by it, by reason of, or <br />on account of, any misrepresentation made to it or its status or activities as Agent under this <br />{ Document Escrow Agreement, except for any loss, damage, liability, judgment, cost or expense <br />resulting from negligence or willful misconduct on the part of Agent. <br />(13) Agent shall not be required to defend any legal proceeding which may be instituted <br />against it in respect of the subject matter of this Document Escrow Agreement unless requested to <br />do so by all the Parties and indemnified to Agent's satisfaction against the cost and expense of such <br />defense, If any such legal proceeding is instituted against it, Agent agrees promptly to give notice <br />of such proceeding to the Parties. Agent shall not be required to institute legal proceedings of any <br />kind. <br />SECTION 8. LIABILITY, DUTIES AND RESPONSIBILITY OF AGENT. <br />r (A) Agent undertakes to perforin only such duties as are expressly set forth in this <br />Document Escrow Agreement. Agent shall not be deemed to have any implied duties or obligations <br />under or related to this Document Escrow Agreement. <br />(B) Agent may (i) act in reliance upon any writing or instrument or signature which it, in <br />good faith, believes to be genuine; (ii) assume the validity and accuracy of any statement or assertion <br />contained in such a writing or instrument, and (iii) assume that any person purporting to give any <br />writing, notice, advice or instructions in connection with the provisions of this Document Escrow <br />Agreement has been duly authorized to do so. Agent shall not be liable in any manner for the <br />i sufficiency or corrections as to form, manner of execution, or validity of any instrument deposited <br />l in escrow, nor as to the identity, authority, or right of any person executing any instrument. <br />f (C) It is acknowledged that Agent is counsel for the County. It is agreed that Agent shall <br />4 not be disabled or disqualified from representing the County, its officers, directors, employees or <br />agents in connection with any dispute or litigation which may arise out of or in connection with this <br />Document Escrow Agreement or the transactions contemplated by the Escrow Documents as a result <br />of Agent acting as Agent under this Document Escrow Agreement and the other Parties hereto waive <br />any claim or right to assert a conflict of interest arising out of or in connection with the Foregoing.. <br />�- 5 <br />A <br />