Authority; Indemnification. Each Stockholder agrees that the Purchaser, the Merger Sub and the Surviving Corporation shall be entitled to rely on any action taken by the Stockholder Representative, on behalf of such Stockholder, pursuant to Section 13.01(b) above (an “Authorized Action”), and that each Authorized Action shall be binding on each Stockholder as fully as if such Stockholder had taken such Authorized Action. The Purchaser and the Merger Sub agree that the Stockholder Representative, as the Stockholder Representative, shall have no liability to the Purchaser and the Merger Sub for any Authorized Action, except that the Stockholder Representative shall not be relieved of liability 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 by the Stockholder Representative. Each Stockholder hereby severally (allocated according to the allocation of the Merger Consideration among the Stockholders), for itself only and not jointly and severally, agrees to indemnify and hold harmless the Stockholder Representative against all fees, costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Stockholder Representative (and not paid by the Purchaser) in connection with any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact it is or was acting as the Stockholder Representative of any Stockholder pursuant to the terms of this Agreement pursuant to the terms of this Agreement.
Authority; Indemnification. (a) Employee represents and warrants that Employee is not currently subject to any restrictive covenant, any other restriction on employment, or any confidentiality agreement with any prior employer or other party except as already disclosed to Employer. Employee shall indemnify and hold Employer harmless with respect to any and all claims, causes of action, damages and liability of any kind whatsoever, including reasonable attorneys’ fees and costs, successfully brought by a third party arising out of any acts taken by Employee which violate any such restrictive covenant, other restriction on employment, or confidentiality agreement.
Authority; Indemnification. Each Stockholder and Optionholder agrees that Purchaser shall be entitled to rely on any action taken by the Representative, on behalf of the Stockholders and Optionholders, pursuant to Section 10.03 above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Stockholder and Optionholder as fully as if such Person had taken such Authorized Action. Purchaser agrees that the Representative, as the 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. Each Stockholder and Optionholder hereby severally, for itself only and not jointly, agrees to indemnify and hold harmless the Representative against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit or proceeding to which the Representative is made a party by reason of the fact it is or was acting as the Representative pursuant to the terms of this Agreement.
Authority; Indemnification. Buyer shall be entitled to conclusively rely, without inquiry, on any action taken by the Representative, on behalf of the Payees, pursuant to Section 16.13(b) (each, an “Authorized Action”), and each Authorized Action shall be binding on each Payee as fully as if such Person had taken such Authorized Action. Buyer (i) is hereby relieved from any liability to any Person for acts done by Buyer in accordance with any such Authorized Action and (ii) agrees that the Representative, as the Representative, shall have no liability to 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 bad faith. Each Payee severally, for itself only and not jointly, will indemnify and hold harmless the Representative against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit or proceeding to which the Representative is made a party by reason of the fact it is or was acting as the Representative pursuant to the terms of this Agreement.
Authority; Indemnification. Buyer and Escrow Agent shall each be entitled to rely on any action taken by Sellers’ Representative, pursuant to the authority granted herein (each, an “Authorized Action”), on behalf of each Seller without any duty to investigate whether or not such action was properly authorized or taken, and each Authorized Action shall be binding on each Seller as fully as if such Person had taken such Authorized Action. The Sellers will indemnify, defend and hold harmless the Sellers’ Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Sellers’ Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Sellers’ Representative, the Sellers’ Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Sellers’ Representative by the Sellers, any such Representative Losses may be recovered by the Sellers’ Representative from (i) the funds in the Sellers’ Representative Holdback Amount and (ii) any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while this section allows the Sellers’ Representative to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Sellers’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Sellers’ Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewher...
Authority; Indemnification. To the fullest extent permitted by law, the Authority shall defend, indemnify and hold harmless the Company and each of its respective directors, partners, shareholders, managers, members, representatives, agents and employees from and against any and all claims, obligations, litigation, defenses, suits, liens, judgments, costs, damages, losses and expenses whatsoever or however described, including but not limited to, reasonable attorney fees, expert fees and court costs which may now or in the future be undertaken, suffered paid, awarded, assessed, imposed, asserted or otherwise incurred by the Company, and each of its respective directors, partners, shareholders, managers, members, representatives, agents and employees at any time arising in whole or in part from the Authority’s actions or negligence while the Authority or its employees, agents or contractors use the AGC Property or the Easement Property pursuant to the access allowed by this Agreement, excepting any claims, suits, liens, judgments, damages, losses and expenses caused by the actions or negligence of the Company, its employees, agents or contractors. In the event the Company requires defense and/or indemnification under this Agreement, the Authority agrees that the Company may select legal representation of its own choosing, upon the prior written consent and approval of the Authority, which will not be unreasonably denied, delayed or conditioned.
Authority; Indemnification. Each Contributor agrees that ETP shall be entitled to rely on any action taken or omission to act by the Contributor Representatives or any of them, on behalf of such Contributor, pursuant to Section 17.1(b) (an “Authorized Action”), and that each Authorized Action shall be binding on each Contributor as fully as if such Contributor had taken such Authorized Action. ETP agrees that the Contributor Representatives, in their capacity as the Contributor Representatives, shall have no liability to ETP for any Authorized Action, to the extent that such Authorized Action was taken or omitted in good faith and not in a manner constituting fraud or willful misconduct. Each Contributor hereby severally, for itself only and not jointly, agrees to indemnify and hold harmless the Contributor Representatives against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Contributor Representatives in connection with any action, suit or proceeding to which any Contributor Representative is made a party by reason of the fact it is or was acting as a Contributor Representative pursuant to the terms of this Agreement and any expenses incurred by the Contributor Representatives in connection with the performance of their duties hereunder.
Authority; Indemnification. Each Seller and each Guarantor agrees that Buyer shall be entitled to rely on any action taken by the Representative, on behalf of the Sellers or the Guarantors, pursuant to Section 9.14(b) (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Seller and Guarantor as fully as if such Person had taken such Authorized Action. Each Seller and Guarantor hereby severally, for itself only and not jointly, agrees to indemnify and hold harmless the Representative against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit or proceeding to which the Representative is made a party by reason of the fact it is or was acting as the Representative pursuant to the terms of this Agreement.
Authority; Indemnification. Buyer shall be entitled to rely on any action taken by the Representative, on behalf of the Unitholders, pursuant to Section 14.15(b) (each, an “Authorized Action”), and each Authorized Action shall be binding on each Unitholder as fully as if such Unitholder had taken such Authorized Action. Buyer agrees that the Representative, solely in its capacity as the Representative, shall have no liability to Buyer for any Authorized Action, except as set forth in the Agreement or to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraud or bad faith. Each Unitholder severally, for itself only and not jointly, will indemnify and hold harmless the Representative against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit or Proceeding to which the Representative is made a party by reason of the fact it is or was acting as the Representative pursuant to the terms of this Agreement.
Authority; Indemnification. Buyer shall be entitled to rely on any action taken by the Representative, pursuant to Section 14.16(b) (each, an “Authorized Action”), and each Authorized Action shall be binding on the Blocker Seller and each Designated Unitholder as fully as if such Person had taken such Authorized Action. Bxxxx agrees that the Representative, as the Representative, shall have no liability to 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 actual fraud or willful misconduct. The Blocker Seller and each Designated Unitholder severally in accordance to its Unitholder Percentage, and not jointly or jointly and severally, will indemnify, reimburse and hold harmless the Representative against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any Proceeding to which the Representative is made a party by reason of the fact that the Representative is or was acting as the Representative pursuant to the terms of this Agreement.
