Each of Seller and Keane, jointly and severally, shall indemnify, defend and hold harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable attorneys’ fees and expenses or other reasonable professional fees and expenses which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent, arising out of this Escrow Agreement, or the performance by the Escrow Agent of its obligations hereunder, unless such loss, liability, cost, damage or expense shall have been due to the bad faith, fraud, willful misconduct or gross negligence of the Escrow Agent; provided , that, as between Seller and Keane, neither Seller and Keane shall be liable for more than 50% of any such indemnification amounts. The provisions of this Section 3.1 shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.