/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Escrow/0.md
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{_Escrow_Agent} shall not be liable for actions or omissions under this {_Escrow_Agreement}, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against {_Escrow_Agent}. The other parties shall jointly and severally indemnify and hold harmless {_Escrow_Agent} (and any successor {_Escrow_Agent}) from and against, and shall pay to {_Escrow_Agent} the amount of, and reimburse {_Escrow_Agent} for, any and all losses, liabilities, claims, actions, damages, and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with this {_Escrow_Agreement}. Without limiting the foregoing, {_Escrow_Agent} shall in no event be liable in connection with its investment or reinvestment of any cash held by it in good faith in accordance with the terms of this {_Escrow_Agreement}, including, without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the {_Escrow_Fund}, or any loss of interest incident to any such delays.