Common use of Compensation; Exculpation; Indemnity Clause in Contracts

Compensation; Exculpation; Indemnity. (a) The Selling Members’ Representative will not be entitled to any fee, commission or other compensation for the performance of its service hereunder, but will be entitled to the payment by the Selling Members of all of its out-of-pocket expenses incurred as Selling Members’ Representative. (b) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Selling Members’ Representative hereunder or thereunder, (i) the Selling Members’ Representative will not assume any, and will incur no, liability whatsoever to any Selling Members because of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement; (ii) the Selling Members’ Representative will be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue; and (iii) the Selling Members shall jointly and severally indemnify the Selling Members’ Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Selling Members’ Representative and arising out of or in connection with the acceptance or administration of his duties hereunder.

Compensation; Exculpation; Indemnity. (a) The Selling Members’ Sellers' Representative will shall not be entitled to any fee, commission commission, or other compensation for the performance of its his service hereunder, but will be entitled to the payment by the Selling Members of all of its out-of-pocket expenses incurred as Selling Members’ Representative. (b) In dealing with this Agreement Agreement, the Escrow Agreements, and any instruments, agreements agreements, or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Selling Members’ Sellers' Representative hereunder or thereunder, (i) the Selling Members’ Sellers' Representative will shall not assume any, and will shall incur no, liability Liability whatsoever to any Selling Members Shareholder because of any error in judgment or other act or omission performed or omitted hereunder or in connection with this AgreementAgreement or the Escrow Agreements; and (ii) the Selling Members’ Sellers' Representative will shall be entitled to rely on the advice of counsel, public accountants accountants, or other independent experts experienced in the matter at issue; , and (iii) the Selling Members shall jointly and severally indemnify the Selling Members’ Representative and hold him harmless against any loss, liability error in judgment or expense incurred without gross negligence other act or bad faith on the part omission of the Selling Members’ Sellers' Representative and arising out of pursuant to such advice shall not subject the Sellers' Representative to Liability to any Acquired Entity, Parent, or in connection with the acceptance or administration of his duties hereunderany other Person.

Compensation; Exculpation; Indemnity. (a) The Selling Members’ Representative will shall not be entitled to any fee, commission or other compensation for the performance of its service hereunder, but will be entitled to the payment by the Selling Members of all of its out-of-pocket expenses incurred as Selling Members’ Representative. (b) In dealing with this Agreement, the Escrow Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Selling Members’ Representative hereunder or thereunder, (i) the Selling Members’ Representative will shall not assume any, and will shall incur no, liability responsibility whatsoever to any Selling Members because Securityholder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement; , the Escrow Agreement or any other Transaction Document, unless by the Representative’s gross negligence or willful misconduct, and (ii) the Selling Members’ Representative will shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue; , and (iii) any error in judgment or other act or omission of the Selling Members Representative pursuant to such advice shall jointly and severally indemnify in no event subject the Selling Members’ Representative and hold him harmless against to liability to any loss, liability or expense incurred without Securityholder unless by the Representative’s gross negligence or bad faith on willful misconduct. Except as set forth in the part of previous sentence, notwithstanding anything to the Selling Members’ Representative and arising out of contrary contained herein, the Representative, in its role as Representative, shall have no liability whatsoever to the Company, Parent, Merger Subsidiary or in connection with the acceptance Surviving Corporation or administration of his duties hereunderany other Person.

Compensation; Exculpation; Indemnity. (a) The Selling Members’ Seller Representative will shall not be entitled to any fee, commission or other compensation for the performance of its service hereunder, but will shall be entitled to the payment by the Selling Members of all of its out-of-pocket expenses incurred as Selling Members’ Seller Representative, and in furtherance of the foregoing, may pay or cause to be paid or reimburse itself for the payment of any and all such expenses out of any amounts to be released from the Escrow Account for the benefit of Target's shareholders or, upon the written consent of Acquiror, out of the Escrow Amount. (b) In dealing with this Agreement, the Escrow Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Selling Members’ Seller Representative hereunder or thereunder, (i) the Selling Members’ Seller Representative will shall not assume any, and will shall incur no, liability responsibility whatsoever to any Selling Members because shareholder of Target by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement or the Escrow Agreement; and (ii) the Selling Members’ Seller Representative will shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue; , and (iii) the Selling Members shall jointly and severally indemnify the Selling Members’ Representative and hold him harmless against any loss, liability error in judgment or expense incurred without gross negligence other act or bad faith on the part omission of the Selling Members’ Seller Representative and arising out pursuant to such advice shall in no event subject the Seller Representative to liability to the Target, any of Target's shareholders, Acquiror, Acquiror Sub, the Surviving Corporation or in connection with the acceptance or administration of his duties hereunderany other Person.

Compensation; Exculpation; Indemnity. (a) The Selling Members’ Representative will shall not be entitled to any fee, commission or other compensation for the performance of its service hereunder, but will be entitled to the payment by the Selling Members of all of its out-of-pocket expenses incurred hereunder (other than as Selling Members’ Representativeset forth in Section 10.2(e)). (b) In dealing with this Agreement, the Escrow Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Selling Members’ Representative hereunder or thereunder, (i) the Selling Members’ Representative will shall not assume any, and will shall incur no, liability responsibility whatsoever to any Selling Members because Securityholders by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement; , the Escrow Agreement or any other Transaction Document, except to the extent caused by the Representative’s gross negligence or willful misconduct, and (ii) the Selling Members’ Representative will shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue; , and (iii) any error in judgment or other act or omission of the Selling Members Representative pursuant to such advice shall jointly and severally indemnify in no event subject the Selling Members’ Representative and hold him harmless against to liability to any loss, liability or expense incurred without Securityholder except to the extent caused by the Representative’s gross negligence or bad faith on willful misconduct. Except as set forth in the part of previous sentence, notwithstanding anything to the Selling Members’ Representative and arising out of or contrary contained herein, the Representative, in connection with the acceptance or administration of his duties hereunderits role as Representative, shall have no liability whatsoever to any Securityholder.

Compensation; Exculpation; Indemnity. (a) The Selling Members’ Seller Representative will shall not be entitled to any fee, commission or other compensation for the performance of its service hereunder, but will shall be entitled to the payment by the Selling Members of all of its out-of-pocket expenses incurred as Selling Members’ Seller Representative, and in furtherance of the foregoing, may pay or cause to be paid or reimburse itself for the payment of any and all such expenses out of any amounts to be released from the Escrow Account for the benefit of the Holders. (b) In dealing with this Agreement, the Escrow Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Selling Members’ Seller Representative hereunder or thereunder, (i) the Selling Members’ Seller Representative will shall not assume any, and will shall incur no, liability responsibility whatsoever to any Selling Members Holder because of any error in judgment or other act or omission performed or omitted hereunder or in connection with this the Agreement or Escrow Agreement; and (ii) the Selling Members’ Seller Representative will shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue; , and (iii) the Selling Members shall jointly and severally indemnify the Selling Members’ Representative and hold him harmless against any loss, liability error in judgment or expense incurred without gross negligence other act or bad faith on the part omission of the Selling Members’ Seller Representative and arising out pursuant to such advice shall in no event subject the Seller Representative to liability to the Company, any of the Holders, Parent, Merger Sub, the Surviving Corporation or in connection with the acceptance or administration of his duties hereunderany other Person.