Common use of Exculpation; Indemnification Clause in Contracts

Exculpation; Indemnification. The Shareholders’ Representatives will incur no liability of any kind with respect to any action or omission by the Shareholders’ Representatives in connection with its services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Shareholders’ Representatives’ gross negligence or willful misconduct. The Shareholders’ Representatives shall not be liable for any action or omission pursuant to the advice of counsel. The Company Shareholders shall indemnify, defend and hold harmless the Shareholders’ Representatives from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Shareholders’ Representatives’ execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Shareholders’ Representative, the Shareholders’ Representatives will reimburse the Company Shareholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. In no event will the Shareholders’ Representatives be required to advance its own funds on behalf of the Company Shareholders or otherwise. The foregoing indemnities will survive the Closing, the resignation or removal of the Shareholders’ Representatives or the termination of this Agreement.

Exculpation; Indemnification. The Shareholders’ Representatives will Neither the Stockholder Representative nor any agent employed by it shall incur no any liability of any kind with respect to any action Stockholder relating to the performance of its duties hereunder or omission by the Shareholders’ Representatives in connection with its services pursuant to this Agreement and under any agreements ancillary heretohereto for any error of judgment, or any action taken, suffered or omitted to be taken on behalf of the Stockholders (or any of them), except in the event case of liability directly resulting from the Shareholders’ Representatives’ Stockholder Representative’s gross negligence or willful misconductfraud. The Shareholders’ Representatives Stockholder Representative may consult with counsel of its own choice and shall not be liable have full and complete authorization and protection for any action taken or omission pursuant to suffered by the Stockholder Representative hereunder in good faith and in accordance with the advice of such counsel. The Company Shareholders Stockholders shall indemnify, defend and hold harmless the Shareholders’ Representatives Stockholder Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Shareholders’ Representatives’ Stockholder Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, however, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Shareholders’ Stockholder Representative, the Shareholders’ Representatives Stockholder Representative will reimburse the Company Shareholders Stockholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Stockholder Representative by the Stockholders, any such Representative Losses may be recovered by the Stockholder Representative from (i) the Stockholder Representative Expense Amount and (ii) any other funds that become payable to the Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Stockholders; provided, however, that while this section allows the Stockholder Representative to be paid from the aforementioned sources of funds, this does not relieve the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Stockholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Shareholders’ Representatives Stockholder Representative be required to advance its own funds on behalf of the Company Shareholders Stockholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholder Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Shareholders’ Representatives Stockholder Representative or the termination of this Agreement.

Exculpation; Indemnification. The ShareholdersSellers’ Representatives Representative will incur no liability of any kind with respect to any action or omission by the Shareholders’ Representatives in connection with its services pursuant to this Agreement and any related agreements ancillary hereto, except in to the event of liability directly extent resulting from the Shareholders’ Representatives’ its bad faith, gross negligence or willful misconduct. The ShareholdersSellers’ Representatives Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Company Shareholders Indemnitors shall indemnify, defend and hold harmless indemnify the ShareholdersSellers’ Representatives from and Representative against any reasonable, documented, and all out-of-pocket losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs liabilities and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Shareholders’ Representatives’ execution and performance of this Agreement and any agreements ancillary heretorelated agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the bad faith, gross negligence or willful misconduct of the ShareholdersSellers’ Representative, the ShareholdersSellers’ Representatives Representative will reimburse the Company Shareholders Indemnitors the amount of such indemnified Representative Loss to the extent attributable to such bad faith, gross negligence or willful misconduct. Representative Losses may be recovered by the Sellers’ Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Indemnitors under this Agreement at such time as such amounts would otherwise be distributable to the Indemnitors; provided, that while the Sellers’ Representative may be paid from the aforementioned sources of funds, this does not relieve the Indemnitors from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the ShareholdersSellers’ Representatives Representative be required to advance its own funds on behalf of the Company Shareholders Indemnitors or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Indemnitors set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Sellers’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the ShareholdersSellers’ Representatives Representative or the termination of this Agreement.

Exculpation; Indemnification. The ShareholdersSellers’ Representatives Representative will incur no liability of any kind with respect to any action or omission by the ShareholdersSellers’ Representatives Representative in connection with its services pursuant to this Agreement, the Escrow Agreement and any other agreements or documents ancillary hereto, except in the event of liability directly resulting from the ShareholdersSellers’ Representatives’ Representative’s gross negligence or willful misconduct. The Shareholders’ Representatives shall not be liable for any action or omission pursuant to the advice of counsel. The Company Shareholders shall Sellers will indemnify, defend and hold harmless the ShareholdersSellers’ Representatives Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the ShareholdersSellers’ Representatives’ Representative’s execution and performance of this Agreement, the Escrow Agreement and any other agreements or documents ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the ShareholdersSellers’ Representative, the ShareholdersSellers’ Representatives Representative will reimburse the Company Shareholders Sellers the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. In no event will If not paid directly to the ShareholdersSellers’ Representatives Representative by the Sellers, any such Representative Losses may be required to advance its own recovered by the Sellers’ Representative from (i) the funds on behalf in the Sellers Expense Amount, (ii) the amounts of the Company Shareholders Post-Closing Adjustment Escrow Amount at such time as remaining amounts would otherwise be distributable to the Sellers; provided, that while this section allows the Sellers’ Representative to be paid from the Sellers Expense Amount and the Post-Closing Adjustment Escrow Amount, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Sellers’ Representative from seeking any remedies available to it at law or otherwise. The foregoing indemnities Sellers acknowledge and agree that this Section 9.15 will survive the Closing, the resignation or removal of the ShareholdersSellers’ Representatives Representative or the termination of this AgreementAgreement and will survive the Merger Effective Time.

Exculpation; Indemnification. The Shareholders’ Representatives Holder Representative will incur no liability of any kind with respect to any action or omission by the Shareholders’ Representatives Holder Representative in connection with its services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Shareholders’ Representatives’ Holder Representative’s gross negligence or willful misconduct. The Shareholders’ Representatives Holder Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Company Shareholders Pre-Closing Holders shall indemnify, defend and hold harmless the Shareholders’ Representatives Holder Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Holder Representative LossesExpenses”) arising out of or in connection with the Shareholders’ Representatives’ Holder Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Holder Representative Loss Expense is suffered or incurred; provided, that in the event that any such Holder Representative Loss Expense is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Shareholders’ Holder Representative, the Shareholders’ Representatives Holder Representative will reimburse the Company Shareholders Pre-Closing Holders the amount of such indemnified Holder Representative Loss Expense to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Holder Representative by the Pre-Closing Holders, any such Holder Representative Expenses may be recovered by the Holder Representative from (i) 73 the funds in the Holder Representative Fund and (ii) any other funds that become payable to the Pre-Closing Holders pursuant to the terms of this Agreement at such time as any such amounts would otherwise be distributable to the Pre-Closing Holders; provided, that while this section allows the Holder Representative to be paid from the aforementioned sources of funds, this does not relieve the Pre-Closing Holders from their obligation to promptly pay such Holder Representative Expenses as they are suffered or incurred, nor does it prevent the Holder Representative from seeking any remedies available to it at law or otherwise. In no event will the Shareholders’ Representatives Holder Representative be required to advance its own funds on behalf of the Company Shareholders Pre-Closing Holders or otherwise. Notwithstanding anything in this Agreement to the contrary, (i) any restrictions or limitations on liability or indemnification obligations of the Pre-Closing Holders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Holder Representative under this section and (ii) this Article XI shall be binding upon, and enforceable by the Holder Representative against, the Pre-Closing Holders. The foregoing indemnities will survive the Closing, the resignation or removal of the Shareholders’ Representatives Holder Representative or the termination of this Agreement; provided, however, that, notwithstanding anything to the contrary in this Agreement, in no event shall the Holder Representative Fund Release Amount become payable to Buyer.

Exculpation; Indemnification. The Shareholders’ Representatives Equityholder Representative will incur no liability of any kind with respect to any action or omission by the Shareholders’ Representatives Equityholder Representative in connection with its services pursuant to this Agreement and any agreements ancillary hereto, except in to the event extent of liability directly resulting from the Shareholders’ Representatives’ Equityholder Representative’s gross negligence or negligence, willful misconduct. The Shareholders’ Representatives shall not be liable for any action , fraud or omission pursuant to the advice of counselbad faith. The Company Shareholders Equityholders shall indemnify, defend and hold harmless the Shareholders’ Representatives Equityholder Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Shareholders’ Representatives’ Equityholder Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in to the event extent that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence negligence, willful misconduct, fraud or willful misconduct bad faith of the Shareholders’ Equityholder Representative, the Shareholders’ Representatives Equityholder Representative will reimburse the Company Shareholders Equityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or negligence, willful misconduct, fraud or bad faith. If not paid directly to the Equityholder Representative by the Company Equityholders, any such Representative Losses may be recovered by the Equityholder Representative, subject to the terms set forth in the Equityholder Representative Engagement Letter, from (i) the funds in the Equityholder Representative Expense Fund, (ii) the amounts in the General Escrow Fund at such time as remaining amounts would otherwise be distributable to the Company Equityholders pursuant to Section 9.4(a) and Section 9.4(c), and (iii) from any Earn-Out Payments pursuant to Section 2.12; provided, that while this section allows the Equityholder Representative to be paid from the aforementioned sources of funds, this does not relieve the Company Equityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Equityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Shareholders’ Representatives Equityholder Representative be required to advance its own funds on behalf of the Company Shareholders Equityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of the Company Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Equityholder Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Shareholders’ Representatives Equityholder Representative or the termination of this Agreement.

Exculpation; Indemnification. The ShareholdersNeither the Unitholders’ Representatives will Representative nor any agent employed by it shall incur no liability of any kind with respect Liability to any Unitholder relating to the performance of its duties hereunder for any error of judgment, or any action taken, suffered or omission by omitted to be taken on behalf of the Shareholders’ Representatives in connection with its services pursuant to this Agreement and Unitholders (or any agreements ancillary heretoof them), except in the event case of liability directly resulting from the ShareholdersUnitholders’ Representatives’ Representative’s gross negligence or willful misconductfraud. The ShareholdersUnitholders’ Representatives Representative may consult with counsel of its own choice and shall not be liable have full and complete authorization and protection for any action taken or omission pursuant to suffered by the Unitholders’ Representative hereunder in good faith and in accordance with the advice of such counsel. The Company Shareholders Unitholders shall indemnify, defend and hold harmless the ShareholdersUnitholders’ Representatives Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the ShareholdersUnitholders’ Representatives’ Representative’s execution and performance of this Agreement and any agreements ancillary heretoAncillary Documents, in each case as such Representative Loss is suffered or incurred; provided, however, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct fraud of the ShareholdersUnitholders’ Representative, the ShareholdersUnitholders’ Representatives Representative will reimburse the Company Shareholders Unitholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconductfraud. If not paid directly to the Unitholders’ Representative by the Unitholders, any such Representative Losses may be recovered by the Unitholders’ Representative from: (a) the Unitholders’ Representative Expense Fund; and (b) any other funds that become payable to the Unitholders under this Agreement at such time as such amounts would otherwise be distributable to the Unitholders; provided, however, that while this Section 9.1 allows the Unitholders’ Representative to be paid from the aforementioned sources of funds, this does not relieve the Unitholders from their obligation to promptly pay such Representative Xxxxxx as they are suffered or incurred, nor does it prevent the Unitholders’ Representative from seeking any remedies available to it at law or otherwise. In no event will the ShareholdersUnitholders’ Representatives Representative be required to advance its own funds on behalf of the Company Shareholders Unitholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Unitholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Unitholders’ Representative under this Section 9.1(c). The foregoing indemnities will survive the Closing, Closing and the resignation or removal of the ShareholdersUnitholders’ Representatives or the termination of this AgreementRepresentative.

Exculpation; Indemnification. The ShareholdersStockholders’ Representatives Representative will incur no liability of any kind with respect to any action or omission by the ShareholdersStockholders’ Representatives Representative in connection with its the Stockholders’ Representative’s services pursuant to this Agreement and any agreements ancillary heretoor the Transaction Documents, except in the event of liability directly resulting from the ShareholdersStockholders’ Representatives’ Representative’s gross negligence or willful misconduct. The Shareholders’ Representatives shall not be liable for any action or omission pursuant to the advice of counsel. The Company Shareholders shall Effective Time Holders will indemnify, defend and hold harmless the ShareholdersStockholders’ Representatives Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the ShareholdersStockholders’ Representatives’ Representative’s execution and performance of this Agreement and any agreements ancillary heretothe Transaction Documents, in each case as such Representative Loss is suffered or incurred; providedprovided that, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the ShareholdersStockholders’ Representative, the ShareholdersStockholders’ Representatives Representative will reimburse the Company Shareholders Effective Time Holders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. In no event will If not paid directly to the ShareholdersStockholders’ Representatives Representative by the Effective Time Holders, any such Representative Losses may be required to advance its own funds on behalf of recovered by the Company Shareholders or otherwise. The foregoing indemnities will survive Stockholders’ Representative from the Closing, the resignation or removal of the Shareholders’ Representatives or the termination of this Agreement.Escrow Fund and SR Expense Fund at such time as remaining amounts would otherwise be

Exculpation; Indemnification. The ShareholdersCertain Indemnitors have entered into an engagement agreement (the “Securityholders’ Representatives Agent Engagement Agreement”) with the Securityholders’ Agent to provide direction to the Securityholders’ Agent in connection with its services under this Agreement, the Payments Agreement and the Securityholders’ Agent Engagement Agreement (such Indemnitors, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Securityholders’ Agent nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Securityholders’ Agent Group”) will incur no liability of any kind with respect to any action or omission by the ShareholdersSecurityholders’ Representatives Agent in connection with its services pursuant to this Agreement, the Payments Agreement and any agreements ancillary heretoor the Securityholders’ Agent Engagement Agreement , except in the event of liability directly resulting from the ShareholdersSecurityholders’ Representatives’ Agent’s gross negligence negligence, bad faith or willful misconduct. The Shareholders’ Representatives Indemnitors shall severally (and not be liable for any action or omission jointly), based upon such Indemnitor’s Pro Rata Share up to the aggregate Merger Consideration paid to such Indemnitor pursuant to this Agreement (except in the advice event of counsel. The Company Shareholders shall a Fraud claim), indemnify, defend and hold harmless the ShareholdersSecurityholders’ Representatives Agent Group from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the reasonable and documented disbursements, fees and expenses of counsel and experts other skilled professionals and their staffs and all expense of document locationin connection with seeking recovery from insurers), duplication and shipment) judgments, fines, amounts paid in settlement (collectively, “Representative Losses”) arising out of or in connection with the ShareholdersSecurityholders’ Representatives’ Agent’s execution and performance of this Agreement, , the Payments Agreement and any agreements ancillary heretoor the Securityholders’ Agent Engagement Agreement, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence negligence, bad faith or willful misconduct of the ShareholdersSecurityholders’ RepresentativeAgent, the ShareholdersSecurityholders’ Representatives Agent will reimburse the Company Shareholders Indemnitors the amount of such indemnified Representative Loss to the extent attributable to such gross negligence negligence, bad faith or willful misconduct. If not paid directly to the Securityholders’ Agent by the Indemnitors, any such Representative Losses may be recovered by the Securityholders’ Agent from (i) the funds in the Expense Fund and (ii) the Milestone Payments or any other funds that become payable to the Indemnitors under this Agreement at such time as such amounts would otherwise be distributable to the Indemnitors. In no event will the ShareholdersSecurityholders’ Representatives Agent be required to advance or risk its own funds on behalf or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Company Shareholders Payments Agreement, the Securityholders’ Agent Engagement Agreement or otherwisethe transactions contemplated hereby or thereby. Furthermore, the Securityholders’ Agent shall not be required to take any action unless the Securityholders’ Agent has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Securityholders’ Agent against the costs, expenses and liabilities which may be incurred by the Securityholders’ Agent in performing such actions. The foregoing immunities and indemnities will survive the Closing, the resignation or removal of the ShareholdersSecurityholders’ Representatives Agent or any member of the Advisory Group or the termination of this Agreement.