Common use of Authority; Indemnification Clause in Contracts

Authority; Indemnification. Each Stockholder agrees that Buyer, Merger Sub and Surviving Corporation shall be entitled to rely on any action taken by the Stockholder Representative, on behalf of such Stockholder, pursuant to Section 10.02 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. Buyer and Merger Sub agree that the Stockholder Representative, as the Stockholder Representative, shall have no liability to 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 hereby severally, for itself only and not jointly 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.

Authority; Indemnification. Each Stockholder and Optionholder agrees that Buyer, Merger Sub and Surviving Corporation Purchaser shall be entitled to rely on any action taken by the Stockholder Representative, on behalf of such Stockholderthe Stockholders and Optionholders, pursuant to Section 10.02 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 Stockholder Person had taken such Authorized Action. Buyer and Merger Sub agree Purchaser agrees that the Stockholder Representative, as the Stockholder Representative, shall have no liability to Buyer and Merger Sub 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 and severallyjointly, 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.

Authority; Indemnification. Each Stockholder Equityholder agrees that Buyer, Merger Sub Purchaser and Surviving Corporation the Company shall be entitled to rely on any action taken by the Stockholder Equityholder Representative, on behalf of such StockholderEquityholder, pursuant to Section 10.02 12.2(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. Buyer and Merger Sub agree Purchaser agrees that the Stockholder Representative, Equityholder Representative (in its capacity as the Stockholder Representative, such) shall have no liability to Buyer and Merger Sub 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 Equityholder (pro rata based on each Equityholder's Residual Percentage) hereby severally, for itself only and not jointly and severally, agrees to indemnify and hold harmless the Stockholder Equityholder Representative against all fees, costs, expenses (including reasonable attorneys’ ' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Stockholder Equityholder Representative in connection with any action, suit or proceeding to which the Stockholder Equityholder Representative is made a party by reason of the fact it is or was acting as the Stockholder Equityholder Representative pursuant to the terms of this Agreement.

Authority; Indemnification. Each Stockholder agrees that Buyer, Merger Sub The Company and Surviving Corporation the Noteholder shall be entitled to rely on any action taken by the Stockholder Parent Representative, on behalf of such Stockholderthe Parent Stockholders, pursuant to Section 10.02 above 11.20(b) (an each, a “Parent Authorized Action”), and that each Parent Authorized Action shall be binding on each Parent Stockholder as fully as if such Parent Stockholder had taken such Parent Authorized Action. Buyer The Company and Merger Sub the Noteholder each agree that the Stockholder Parent Representative, solely in its capacity as the Stockholder Parent Representative, shall have no liability to Buyer and Merger Sub the Company or the Noteholder for any Parent Authorized Action, except as set forth in the Agreement or to the extent that such Parent Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraud or willful misconductbad faith. Each Parent Stockholder hereby severally, for itself only and not jointly and severallyjointly, agrees to will indemnify and hold harmless the Stockholder Parent Representative against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Stockholder Parent Representative in connection with any action, suit or proceeding Proceeding to which the Stockholder Parent Representative is made a party by reason of the fact it is or was acting as the Stockholder Parent Representative pursuant to the terms of this Agreement.