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 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 By approving this Agreement as part of the Required Company Stockholder Consent, each Stockholder and Optionholder 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 StockholderStockholder or such Optionholder, pursuant to Section 13.01(b11.01(b) above (an “Authorized Action”), and that each Authorized Action shall be binding on each Stockholder and Optionholder as fully as if such Stockholder or Optionholder 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 Representativemisconduct. Each Stockholder hereby severally and Optionholder (allocated pro rata according to the allocation number of Aggregate Fully Diluted Shares held as of immediately prior to the Merger Consideration among the Stockholders)Effective Time) hereby 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 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 agrees that the Purchaser, the Merger Sub and the Surviving Corporation shall be fully protected in relying upon and shall be entitled to rely on upon, and shall have no liability to the Stockholders with respect to 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 ActionAction taken in good faith pursuant to this Agreement, 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 (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 Action 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 PurchaserBuyer, the Merger Sub and the Surviving Corporation Partnership shall be entitled to rely on any action taken by the Stockholder Representative, on behalf of such StockholderSeller, pursuant to 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 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 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 in connection with, or arising out of, any actions taken or omitted to be taken in its capacity as the Sellers’ representative hereunder (and except for those arising out of the Representative’s bad faith or willful misconduct). The Representative shall be entitled to holdback a portion of the Total Consideration (not paid by the Purchaserto exceed $3,000,000) in connection with any action, suit or proceeding order 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 cover its anticipated expenses. If and to the terms of this Agreement pursuant extent the Representative determines it will not need funds to cover anticipated expenses, it shall distribute such funds (or cause such funds to be distributed) to the terms of this AgreementSellers on a pro rata basis, in accordance with such Seller’s interest in the Total Consideration.