Actions of the Seller Representative. A decision, act, consent or instruction of the Seller Representative shall constitute a decision for all of the Sellers and the Stockholders and shall be final, binding and conclusive upon each of such Sellers and Stockholders. Buyer may rely exclusively upon any such decision, act, consent or instruction of the Seller Representative as being the decision, act, consent or instruction of every such Seller. Buyer is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Seller Representative.
Actions of the Seller Representative. Each Seller agrees that Buyer shall be entitled to rely on any action taken by the Seller Representative, on behalf of the Sellers, pursuant to Section 9.9(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that the Seller Representative shall have no liability to the Buyer for any Authorized Action, except to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraud or willful misconduct. The Sellers severally, and not jointly, agree to pay, and to indemnify and hold harmless the Buyer Group from and against any losses which they may suffer, sustain or become subject to, as the result of any claim by any Seller that an Authorized Action is not binding on, or enforceable against, the Sellers.
Actions of the Seller Representative. Each Company Holder agrees that Purchaser shall be entitled to rely on any action taken by the Seller Representative, on behalf of the Company Holders, pursuant to Section 9.9(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Company Holder as fully as if such Company Holder had taken such Authorized Action. Purchaser agrees that the Seller Representative shall have no liability to Purchaser for any Authorized Action, except to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraud or willful misconduct. Company Holders agree, jointly and severally, to pay, and to indemnify and hold harmless, Purchaser from and against any losses which they may suffer, sustain, or become subject to, as the result of any claim by any Person that an Authorized Action is not binding on, or enforceable against, the Company Holders. In addition, the Company Holders hereby release and discharge Purchaser, each Company and each of their respective Affiliates from and against any liability arising out of or in connection with the Seller Representative’s failure to distribute any amounts received by the Seller Representative on the Company Holders’ behalf to the Company Holders.
Actions of the Seller Representative. A decision, act, consent or instruction of the Seller Representative in writing shall constitute a decision of all of the Company Holders and shall be final, binding and conclusive upon each and every Company Holder, and the Parent, Merger Sub I, Merger Sub II, the Company, Surviving Corporation I and Surviving Corporation II may rely (without any obligation for further inquiry, and disregarding any dispute between the Seller Representative and any Company Holder) upon any decision, act, consent or instruction of the Seller Representative in writing as being the decision, act, consent or instruction of each and every Company Holder. The Parent is hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Seller Representative in writing.
Actions of the Seller Representative. Except for decisions, acts, consents or instructions that contravene Section 8.1(c) above, a decision, act, consent or instruction of the Seller’ Representative shall constitute a decision of all of the Selling Parties and shall be final, binding and conclusive upon each and every Selling Party, and the other Parties to this Agreement may rely upon any decision, act, consent or instruction of the Seller’ Representative as being the decision, act, consent or instruction of each and every Selling Party.
