Common use of Authority; Indemnification Clause in Contracts

Authority; Indemnification. Each Seller agrees that Buyer shall be entitled to rely on any action taken by the Seller Representative, on behalf of such Seller, pursuant to Section 10.02 above (an "Authorized Action"), and that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that the Seller Representative, as the Seller 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 willful misconduct. Each Seller hereby severally, for itself only and not jointly and severally, agrees to indemnify and hold harmless the Seller Representative against all expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Seller Representative in connection with any action, suit or proceeding to which the Seller Representative is made a party by reason of the fact it is or was acting as the Seller Representative pursuant to the terms of this Agreement or the Holdback Agreement and any expenses incurred by the Seller Representative in connection with the performance of its duties hereunder.

Authority; Indemnification. Each Seller agrees that Buyer the Purchaser and the Company shall be entitled to rely on any action taken by the Seller Representative, on behalf of such Seller, pursuant to Section 10.02 11.3(b) above (an "“Authorized Action"”), and that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer The Purchaser agrees that the Seller Representative, Representative (in its capacity as the Seller Representative, such) shall have no liability to Buyer the 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 Seller Representative. Each Seller (pro rata based on each Seller’s Residual Percentage) hereby severally, for itself itself, himself or herself only and not jointly or jointly and severally, agrees to indemnify and hold harmless the Seller Representative against all fees, costs, expenses (including (i) reasonable attorneys' fees’ fees 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 Seller Representative in connection with any action, suit or proceeding to which the Seller Representative is made a party by reason of the fact it is or was acting as the Seller Representative pursuant to the terms of this Agreement or the Holdback Agreement and any expenses incurred by the Seller Representative in connection with the performance of its duties hereunderAgreement.

Authority; Indemnification. Each Seller agrees by execution of a Letter of Transmittal, has agreed that Buyer Buyer, Merger Sub and the Surviving Corporation shall be entitled to rely on any action taken by the Seller Representative, on behalf of such Seller, pursuant to and in accordance with Section 10.02 9.02 above (an "Authorized Action"), and that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees and Merger Sub agree that the Seller Representative, as the Seller Representative, 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 fraud, bad faith, willful misconduct or willful misconductgross negligence. Each Seller hereby severally, for itself only and not jointly and severally, agrees to indemnify and hold harmless the Seller Representative against all losses, 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 Seller Representative 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 Seller 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 Seller Representative pursuant Escrow Account to the terms of this Agreement or the Holdback Agreement and any expenses incurred by the Seller Representative in connection with the performance of its duties hereunderSellers.

Authority; Indemnification. Each Seller Participating Holder agrees that Buyer Parent shall be entitled to rely on any action taken by the Seller Representative, Representative on behalf of such Seller, Participating Holder pursuant to Section 10.02 above 9.2 (an "“Authorized Action"”), and that each Authorized Action shall be binding on each Seller Participating Holder as fully as if such Seller Participating Holder had taken such Authorized Action. Buyer Parent agrees that the Seller Representative, as the Seller Representative, shall have no liability to Buyer Parent 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 Seller Participating Holder hereby severally, for itself only and not jointly and severally, agrees to indemnify and hold harmless the Seller Representative against all expenses (including reasonable attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Seller Representative in connection with any action, suit or proceeding to which the Seller Representative is made a party by reason of the fact it is or was acting as the Seller Representative pursuant to the terms of this Agreement or the Holdback Agreement and any expenses incurred by the Seller Representative in connection with the performance of its duties hereunder.