Fill and Sign the Rcw 424115 Validity of Agreement to Indemnify Against Form

Chapter 10 Indemnities Morton A. Pierce and Michael C. Hefter Dewey Ballantine LLP New York, New York § 10.06 Parties to the Inde mnity Page 258 The Indemnitor Rep resentative. (a) Appointment of the Indemnitor Representative. Each Indemnitor constitutes and appoints the Indemnitor Representative as that Indemnitor’s true and lawful attorney-in-fact to act for and on behalf of that Indemnitor in all matters arising out of or relating to this Article and the liability or asserted liability of that Indemnitor under this Article, including, without limitation, (i) accepting and agreeing to the liability of that Indemnitor with respect to any Claim or Third Party Claim; (ii) objecting to any Claim or Third Party Claim; (iii) disputing the liability of that Indemnitor or the amount of the liability with respect to any Claim or Third Party Claim; (iv) defending, compromising and settling the liability of that Indemnitor with respect to any Claim or Third Party Claim; (v) accepting, or refusing to accept, the compromise and settlement of any Claim or Third Party Claim on behalf of that Indemnitor; (vi) instituting and prosecuting those actions (including arbitration proceedings) as the Indemnitor Representative deems appropriate in connection with any of the previous clauses; and (vii) retaining counsel, accountants, appraisers, and other advisors in connection with any of the previous clauses, all for the account of the Indemnitors. Each Indemnitor agrees to be fully bound by the acts, decisions and agreements of the Indemnitor Representative taken and done pursuant to the authority granted in this subsection (a). (b) Indemnification of the Indemnitor Representative. Each Indemnitor shall indemnify and defend the Indemnitor Representative against any liability that it incurs arising out of or relating to its act or omission pursuant to the authority granted to it in subsection (a), except for an act or omission that constitutes gross negligence or willful misconduct.