Common use of Authority; Indemnification Clause in Contracts

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. Each Stockholder Seller agrees that the Purchaser, the Merger Sub Purchaser and the Surviving Corporation Company shall be entitled to rely on any action taken by the Stockholder Seller Representative, on behalf of such StockholderSeller, pursuant to Section 13.01(b11.3(b) above (an “Authorized Action”), and that each Authorized Action shall be binding on each Stockholder Seller as fully as if such Stockholder Seller had taken such Authorized Action. The Purchaser and the Merger Sub agree agrees that the Stockholder Representative, Seller Representative (in its capacity as the Stockholder Representative, such) shall have no liability to the Purchaser and or the Merger Sub Company 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 final, non-appealable order of a court of competent jurisdiction to have constituted fraud or willful misconduct by the Stockholder Seller Representative. Each Stockholder Seller (pro rata based on each Seller’s Residual Percentage) hereby severally (allocated according to the allocation of the Merger Consideration among the Stockholders)severally, for itself itself, himself or herself only and not jointly or jointly and severally, agrees to indemnify and hold harmless the Stockholder Seller Representative against all fees, costs, expenses (including (i) reasonable attorneys’ feesfees and (ii) any VAT payable in respect of any fees and expenses which is not recoverable by way of credit, refund or set-off), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Stockholder Seller Representative (and not paid by the Purchaser) in connection with any action, suit or proceeding to which the Stockholder Seller Representative is made a party by reason of the fact it is or was acting as the Stockholder Seller Representative of any Stockholder pursuant to the terms of this Agreement pursuant to the terms of this Agreement.

Authority; Indemnification. Each Stockholder Participating Holder agrees that the Purchaser, the Merger Sub and the Surviving Corporation Parent shall be entitled to rely on any action taken by the Stockholder Representative, Seller Representative on behalf of such Stockholder, Participating Holder pursuant to Section 13.01(b) above 9.2 (an “Authorized Action”), and that each Authorized Action shall be binding on each Stockholder Participating Holder as fully as if such Stockholder Participating Holder had taken such Authorized Action. The Purchaser and the Merger Sub agree Parent agrees that the Stockholder Seller Representative, as the Stockholder Seller Representative, shall have no liability to the Purchaser and the Merger Sub Parent 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 Representativemisconduct. Each Stockholder Participating Holder hereby severally (allocated according to the allocation of the Merger Consideration among the Stockholders)severally, for itself only and not jointly and severally, agrees to indemnify and hold harmless the Stockholder Seller Representative against all fees, costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Stockholder Seller Representative (and not paid by the Purchaser) in connection with any action, suit or proceeding to which the Stockholder Seller Representative is made a party by reason of the fact it is or was acting as the Stockholder Seller Representative of any Stockholder pursuant to the terms of this Agreement pursuant to and any expenses incurred by the terms Seller Representative in connection with the performance of this Agreementits duties hereunder.

Authority; Indemnification. Each Stockholder agrees Seller by execution of a Letter of Transmittal, has agreed that the PurchaserBuyer, the Merger Sub and the Surviving Corporation shall be entitled to rely on any action taken by the Stockholder Representative, on behalf of such StockholderSeller, pursuant to and in accordance with Section 13.01(b) 9.02 above (an “"Authorized Action”"), and that each Authorized Action shall be binding on each Stockholder Seller as fully as if such Stockholder Seller had taken such Authorized Action. The Purchaser Buyer and the Merger Sub agree that the Stockholder Representative, as the Stockholder Representative, Representative shall have no liability to the Purchaser Buyer 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 fraud, bad faith, willful misconduct by the Stockholder Representativeor gross negligence. Each Stockholder Seller hereby severally (allocated according to the allocation of the Merger Consideration among the Stockholders)severally, for itself only and not jointly and severally, agrees to indemnify and hold harmless the Stockholder Representative against all feeslosses, damages, costs, expenses and liabilities of any kind (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 with, or arising out of, any action, suit actions taken or proceeding omitted to which be taken in its capacity as the Stockholder Representative is made a party by reason Sellers' representative hereunder (except for those arising out of the fact it is Representative's bad faith or was acting willful misconduct). The cost of such indemnification shall be an expense of the Representative and shall be satisfied firstly (but not exclusively) by setoff against the funds remaining in the Escrow Account at such time as such funds would otherwise be distributed from the Stockholder Representative of any Stockholder pursuant Escrow Account to the terms of this Agreement pursuant to the terms of this AgreementSellers.

Authority; Indemnification. Each Stockholder Seller agrees that the Purchaser, the Merger Sub Buyer and the Surviving Corporation Company shall be entitled to rely on any action taken or omission to act by the Stockholder Seller Representative, on behalf of such StockholderSeller, pursuant to Section 13.01(b) X.B above (an “Authorized Action”), and that each Authorized Action shall be binding on each Stockholder Seller as fully as if such Stockholder Seller had taken such Authorized Action. The Purchaser In no event shall Buyer or the Company, any of their Affiliates, have any liability to any Seller for any action taken or omission to act by the Seller Representative. Buyer agrees, for itself and the Merger Sub agree Company, that the Stockholder Seller Representative, in its capacity as the Stockholder Seller Representative, shall have no liability to Buyer or the Purchaser and the Merger Sub Company 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 was taken or omitted in good faith and not in a final order of a court of competent jurisdiction to have constituted manner constituting fraud or willful misconduct by the Stockholder Representativemisconduct. Each Stockholder Seller hereby severally (allocated according to the allocation of the Merger Consideration among the Stockholders)severally, for itself only and not jointly and severallyjointly, agrees to indemnify and hold harmless the Stockholder Seller Representative against all fees, costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Stockholder Seller Representative (and not paid by the Purchaser) in connection with any action, suit or proceeding to which the Stockholder Seller Representative is made a party by reason of the fact it is or was acting as the Stockholder Seller Representative of any Stockholder pursuant to the terms of this Agreement pursuant to and any expenses incurred by the terms Seller Representative in connection with the performance of this Agreementits duties hereunder.

Authority; Indemnification. Each Stockholder Equityholder 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 StockholderEquityholder, pursuant to Section 13.01(b) above (an “Authorized Action”), and that each Authorized Action shall be binding on each Stockholder Equityholder as fully as if such Stockholder Equityholder 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 (based on such Stockholder’s Residual Percentage) hereby severally (allocated according to the allocation of the Merger Consideration among the Stockholders)severally, 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. Each Stockholder Seller agrees that the Purchaser, the Merger Sub and the Surviving Corporation Buyer shall be entitled to rely on any action taken by the Stockholder Seller Representative, on behalf of such StockholderSeller, pursuant to Section 13.01(b) 10.02 above (an “"Authorized Action”"), and that each Authorized Action shall be binding on each Stockholder Seller as fully as if such Stockholder Seller had taken such Authorized Action. The Purchaser and the Merger Sub agree Buyer agrees that the Stockholder Seller Representative, as the Stockholder Seller Representative, shall have no liability to the Purchaser and the Merger Sub Buyer 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 Representativemisconduct. Each Stockholder Seller hereby severally (allocated according to the allocation of the Merger Consideration among the Stockholders)severally, for itself only and not jointly and severally, agrees to indemnify and hold harmless the Stockholder Seller Representative against all fees, costs, expenses (including reasonable attorneys’ ' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Stockholder Seller Representative (and not paid by the Purchaser) in connection with any action, suit or proceeding to which the Stockholder Seller Representative is made a party by reason of the fact it is or was acting as the Stockholder Seller Representative of any Stockholder pursuant to the terms of this Agreement pursuant to or the terms Holdback Agreement and any expenses incurred by the Seller Representative in connection with the performance of this Agreementits duties hereunder.