Common use of Authority; Indemnification Clause in Contracts

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. Each Stockholder and Optionholder agrees that Purchaser the Purchaser, Merger Sub and 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 the Stockholders and Optionholderssuch Stockholder, pursuant to Section 10.03 13.01(b) above (each, an “"Authorized Action”"), and that each Authorized Action shall be binding on each Stockholder and Optionholder as fully as if such Person Stockholder had taken such Authorized Action. The Purchaser agrees and Merger Sub agree that the Stockholder Representative, as the Stockholder Representative, shall have no liability to the Purchaser and Merger Sub for any Authorized ActionAction taken in good faith pursuant to this Agreement, 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 (based on such Stockholder's Residual Percentage) hereby severally, for itself only and not jointlyjointly 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 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 pursuant to the terms of this Agreement.

Authority; Indemnification. Each By approving this Agreement as part of the Required Company Stockholder Consent, each Stockholder and Optionholder agrees that Purchaser the Purchaser, the Merger Sub and the Surviving Corporation shall be entitled to rely on any action taken by the Representative, on behalf of the Stockholders and Optionholderssuch Stockholder or such Optionholder, pursuant to Section 10.03 11.01(b) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Stockholder and Optionholder as fully as if such Person Stockholder or Optionholder had taken such Authorized Action. Purchaser agrees and the Merger Sub agree that the Representative, as the Representative, shall have no liability to Purchaser and the Merger Sub 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 (pro rata according to the number of Aggregate Fully Diluted Shares held as of immediately prior to the Effective Time) hereby severally, for itself only and not jointlyjointly and severally, agrees to indemnify and hold harmless the Representative against all fees, costs, 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. Each Stockholder and Optionholder Equityholder agrees that Purchaser and the Company shall be entitled to rely on any action taken by the Equityholder Representative, on behalf of the Stockholders and Optionholderssuch Equityholder, pursuant to Section 10.03 12.2(b) above (each, an “"Authorized Action”"), and that each Authorized Action shall be binding on each Stockholder and Optionholder Equityholder as fully as if such Person Equityholder had taken such Authorized Action. Purchaser agrees that the Representative, Equityholder Representative (in its capacity as the Representative, such) shall have no liability to Purchaser or the Company for any Authorized Action, except 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 misconductmisconduct by the Equityholder Representative. Each Stockholder and Optionholder Equityholder (pro rata based on each Equityholder's Residual Percentage) hereby severally, for itself only and not jointlyjointly and severally, agrees to indemnify and hold harmless the Equityholder Representative against all fees, costs, expenses (including reasonable attorneys’ ' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Equityholder Representative in connection with any action, suit or proceeding to which the Equityholder Representative is made a party by reason of the fact it is or was acting as the Equityholder Representative pursuant to the terms of this Agreement.

Authority; Indemnification. Each Stockholder and Optionholder agrees that Purchaser Buyer, Merger Sub and Surviving Corporation shall be entitled to rely on any action taken by the Stockholder Representative, on behalf of the Stockholders and Optionholderssuch Stockholder, pursuant to Section 10.03 10.02 above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Stockholder and Optionholder as fully as if such Person Stockholder had taken such Authorized Action. Purchaser agrees Buyer and Merger Sub agree that the Stockholder Representative, as the Stockholder Representative, shall have no liability to Purchaser Buyer and Merger Sub 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 jointlyjointly and severally, agrees to indemnify and hold harmless the Stockholder Representative against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Stockholder Representative 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 pursuant to the terms of this Agreement.