Actions of the Shareholders’ Representative. (a) With respect to indemnification claims for iPrint Losses, any decision, act, consent or instruction of the Shareholders' Representative shall constitute a decision of all Shareholders and the Shareholder Group, and shall be final, binding and conclusive upon each of the Shareholders and the Shareholders Group; and the Escrow Agent and iPrint may rely upon any such decision, act, consent or instruction of the Shareholders' Representative as being the decision, act, consent or instruction of each of the Shareholders and the Shareholders Group. The Escrow Agent and iPrint shall not be deemed liable on account of reliance upon the due authority of the Shareholders' Representative on behalf of the Shareholders Group as provided herein with respect to any decision, act, consent or instruction of the Shareholders' Representative.
(b) With respect to indemnification claims for Wood Losses, any decision, act, consent or instruction of the Shareholders' Representative shall constitute a decision of all the Shareholders and the Shareholders Group, and shall be final, binding and conclusive upon each of the Shareholders and the Shareholders Group; and the Parent Corporation may rely upon any such decision, act, consent or instruction of the Shareholders' Representative as being the decision, act, consent or instruction of each of the Shareholders and the Shareholders Group. The Parent Corporation shall not be deemed liable on account of reliance upon the due authority of the Shareholders' Representative on behalf of the Shareholders Group as provided herein with respect to any decision, act, consent or instruction of the Shareholders' Representative.
Actions of the Shareholders’ Representative. Except for decisions, acts, consents or instructions that contravene Section 8.1(c), a decision, act, consent or instruction of the Shareholders’ 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 Shareholders’ Representative as being the decision, act, consent or instruction of each and every Selling Party.
Actions of the Shareholders’ Representative. A decision, act, consent or instruction of the Shareholders’ Representative shall constitute a decision of all of the MegaSys Shareholders and shall be final, binding and conclusive upon each such MegaSys Shareholder, and Iveda may rely upon any decision, act, consent or instruction of the Shareholders’ Representative as being the decision, act, consent or instruction of each and every such MegaSys Shareholder. Iveda 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 Shareholders’ Representative.
Actions of the Shareholders’ Representative. Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Shareholders’ Representative that is within the scope of the Shareholders’ Representative’s authority under this ARTICLE 7 shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all Indemnifying Shareholders shall be final, binding and conclusive upon each such Indemnifying Shareholder; and Parent, Merger Sub, each Indemnified Person and the Escrow Agent shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Indemnifying Shareholder. Except for their gross negligence and willful misconduct, each Indemnified Person and the Escrow Agent are unconditionally and irrevocably relieved from any liability to any person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent or instruction of the Shareholders’ Representative.
Actions of the Shareholders’ Representative. A decision, act, ------------------------------------------- consent or instruction of the Shareholders' Representative shall constitute a decision of all the Shareholders for whom a portion of the Escrow Shares otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each of the Shareholders, and the Escrow Agent and Purchaser may rely upon any such decision, act, consent or instruction of the Shareholders' Representative as being the decision, act, consent or instruction of each Shareholder. The Escrow Agent and Purchaser are 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 Shareholders' Representative.
Actions of the Shareholders’ Representative. A decision, act, consent or instruction of the Shareholders’ Representative (acting in its capacity as the Shareholders’ Representative) will constitute a decision of all the Company Shareholders and will be conclusive, binding and final upon each such Company Shareholder, and Parent may rely upon any such decision, act, consent or instruction of the Shareholders’ Representative as being the decision, act, consent or instruction of each such Company Shareholder. Each of Parent, Merger Sub, the Surviving Corporation and each of their respective Affiliates and representatives are hereby relieved from any Liability to any Person for any acts done by any of Parent, Merger Sub or the Surviving Corporation in accordance with any such decision, act, consent or instruction of the Shareholders’ Representative.
Actions of the Shareholders’ Representative. A decision, act, consent or instruction of the Shareholders' Representative shall constitute a decision of all Target shareholders for whom shares of Acquiror Series B Preferred Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Target shareholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Shareholders' Representative as being the decision, act, consent or instruction of each and every such Target shareholder. The Escrow Agent and Acquiror are 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 Shareholders' Representative.
Actions of the Shareholders’ Representative. From and after the Effective Time, a decision, act, consent or instruction of the Shareholders’ Representative shall constitute a decision of all Shareholders and shall be final, binding and conclusive upon each shareholder of the Company, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Shareholders’ Representative as being the decision, act, consent or instruction of each shareholder of the Company. Parent is hereby relieved from any liability to any Person for any acts done by Parent in accordance with any such decision, act, consent or instruction of the Shareholders’ Representative.
Actions of the Shareholders’ Representative. (i) All actions, decisions and instructions of the Shareholders Representative shall be conclusive and binding upon all Former Target Shareholders, and no Former Target Shareholder shall have any cause of action against the Shareholders Representative for any action taken or not taken, decision made or instruction given by the Shareholders Representative under this Agreement, the Paying Agent Agreement, the Escrow Agreement or the Holders Escrow Agreement, except for fraud, gross negligence, willful misconduct or bad faith by the Shareholders Representative.
(ii) Each Former Target Shareholder, severally and not jointly, shall indemnify and hold harmless (in proportion to the aggregate portion of the Merger Consideration actually received by such Former Target Shareholder pursuant to this Agreement (for the avoidance of doubt, such Former Target Shareholder’s pro rata share), up to a maximum amount, in the case of each Former Target Shareholder, not to exceed the aggregate portion of the Merger Consideration actually received by such Former Target Shareholder) the Shareholders Representative from any Losses arising out of or in connection with the Shareholders Representative’s execution and performance of this Agreement, the Paying Agent Agreement, the Escrow Agreement or the Holders Escrow Agreement or the Shareholders Representative’s actions hereunder or thereunder, other than in the case of fraud, gross negligence, willful misconduct or bad faith by the Shareholders Representative.
(iii) The provisions of this Section 8.9 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Former Target Stockholder may have in connection with the transactions contemplated by this Agreement, the Paying Agent Agreement or the Escrow Agreement.
(iv) The provisions of this Section 8.9 shall be binding upon the heirs, legal representatives, successors and assigns of each Former Target Shareholder, and any references in this Agreement to any Former Target Shareholder shall mean and include the successors to the rights of such Former Target Shareholder under this Agreement, the Paying Agent Agreement, the Escrow Agreement or the Holders Escrow Agreement, as applicable, whether pursuant to testamentary disposition, the laws of descent and distribution, assignment or otherwise.
Actions of the Shareholders’ Representative. Each Target Shareholder agrees that Buyer and the Company shall be entitled to rely on any action taken collectively by the Shareholders' Representative, on behalf of the Target Shareholders pursuant to this Article 7 (each, an "Authorized Action"), and that each Authorized Action shall be binding on each Target Shareholder as fully as if such Target Shareholder had taken such Authorized Action.