Common use of Exculpation; Limitation of Liability Clause in Contracts

Exculpation; Limitation of Liability. (i) The Stockholders’ Representative shall incur no liability to the Company Stockholders with respect to any action taken or suffered by it in reliance upon any note, direction, instruction, consent, statement or other documents reasonably believed by the Stockholders’ Representative to be genuinely and duly authorized by at least a majority in interest of the Company Stockholders (determined on the basis of the number of shares of Company Capital Stock owned by each Company Stockholder immediately prior to the Effective Time) (the “Majority in Interest”), nor for other action or inaction taken or omitted in good faith in connection with this Agreement or the Escrow Agreement, in any case except for liability to the Company Stockholders for the Stockholders’ Representative’s own fraud or willful misconduct. In the exercise or performance of his powers, rights, duties and privileges hereunder and under the Escrow Agreement, the Stockholders’ Representative shall be entitled to rely upon any document or instrument reasonably believed by him to be genuine, accurate as to content and signed by any Company Stockholder. The Stockholders’ Representative may assume that any Person purporting to give any notice in accordance with the provisions hereof or of the Escrow Agreement has been duly authorized to do so. (ii) The Stockholders’ Representative may, in all questions arising under this Agreement or the Escrow Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholders’ Representative in accordance with such advice, the Stockholders’ Representative shall not be liable to any Company Stockholder. (iii) If the Stockholders’ Representative is required by the terms of this Agreement or the Escrow Agreement to determine the occurrence of any event or contingency, the Stockholders’ Representative shall, in making such determination, be liable to the Company Stockholders only for his proven bad faith as determined in light of all the circumstances, including the time and facilities available to him in the ordinary conduct of business. In

Exculpation; Limitation of Liability. (i) The Stockholders’ Representative shall incur no liability Each Party agrees, on behalf of itself and its Affiliates, that in performing any duties hereunder, to the Company Stockholders with respect maximum extent permitted by applicable law, DGSE and its Representatives, including the Interim Executives, shall not be directly or indirectly liable to any action taken Party, or suffered any Affiliates of any Party, for damages, losses, expenses or other Liabilities, whether sounding in tort, contract or otherwise, arising from their acts or omissions, including for their active negligence, violations of federal or state securities laws, breaches of fiduciary duties, or other wrongful act of DGSE or any such Representative, except for the acts of gross negligence or willful misconduct of such Person. DGSE or its Representatives may consult with legal counsel (whether such counsel will be regularly retained or specifically employed and whether such counsel is engaged by DGSE or Superior) in connection with providing the Services and shall be fully protected in any act taken, suffered, or permitted by it in reliance upon any note, direction, instruction, consent, statement or other documents reasonably believed by the Stockholders’ Representative to be genuinely and duly authorized by at least a majority in interest of the Company Stockholders (determined on the basis of the number of shares of Company Capital Stock owned by each Company Stockholder immediately prior to the Effective Time) (the “Majority in Interest”), nor for other action or inaction taken or omitted in good faith in connection with this Agreement or the Escrow Agreement, in any case except for liability to the Company Stockholders for the Stockholders’ Representative’s own fraud or willful misconduct. In the exercise or performance of his powers, rights, duties and privileges hereunder and under the Escrow Agreement, the Stockholders’ Representative shall be entitled to rely upon any document or instrument reasonably believed by him to be genuine, accurate as to content and signed by any Company Stockholder. The Stockholders’ Representative may assume that any Person purporting to give any notice in accordance with the provisions hereof or advice of the Escrow Agreement has been duly authorized to do so. counsel. IN NO EVENT SHALL DGSE OR ANY INTERIM EXECUTIVE BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (i) DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER (OTHER THAN FOR DAMAGES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY DGSE OR THE INTERIM EXECUTIVE), (ii) The Stockholders’ Representative maySPECIAL OR CONSEQUENTIAL DAMAGES, in all questions arising under this Agreement or the Escrow AgreementEVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholders’ Representative in accordance with such advice, the Stockholders’ Representative shall not be liable to any Company Stockholder. OR (iii) If DAMAGES WHICH IN THE AGGREGATE WOULD EXCEED THE AMOUNT OF FEES PAID TO DGSE UNDER THIS AGREEMENT (OTHER THAN FOR DAMAGES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY DGSE OR THE INTERIM EXECUTIVE). Each Party hereby agrees to defend, indemnify and hold harmless DGSE and its Representatives for any Liabilities to any Affiliate of such Party to the Stockholders’ Representative is required by extent the terms provisions of this Agreement or the Escrow Agreement to determine the occurrence of any event or contingency, the Stockholders’ Representative shall, in making Section 9 would limit such determination, be liable to the Company Stockholders only for his proven bad faith as determined in light of all the circumstances, including the time Liabilities if such Affiliate were a party and facilities available to him in the ordinary conduct of business. Insignatory hereto.

Exculpation; Limitation of Liability. (i) The Stockholders’ Representative A. In providing the Secondment Services hereunder, Secondee and COAC shall incur no liability have a right to rely on the Company Stockholders with respect truthfulness and accuracy of the books, records and other information received from DynCorp and its Affiliates, and shall be exculpated from any and all liabilities arising from or relating to any action taken or suffered by it failure to act based on information contained in reliance upon any notethe records or books of account of DynCorp and its Affiliates, directionincluding financial statements, instruction, consent, statement or other documents reasonably believed on information supplied to Indemnitee by the Stockholders’ Representative to be genuinely officers of DynCorp and duly authorized by at least a majority its Affiliates in interest the course of the Company Stockholders (determined on the basis of the number of shares of Company Capital Stock owned by each Company Stockholder immediately prior to the Effective Time) (the “Majority in Interest”)their duties, nor for other action or inaction taken or omitted in good faith in connection with this Agreement or the Escrow Agreement, in any case except for liability to the Company Stockholders for the Stockholders’ Representative’s own fraud or willful misconduct. In the exercise or performance of his powers, rights, duties and privileges hereunder and under the Escrow Agreement, the Stockholders’ Representative shall be entitled to rely upon any document or instrument reasonably believed by him to be genuine, accurate as to content and signed by any Company Stockholder. The Stockholders’ Representative may assume that any Person purporting to give any notice in accordance with the provisions hereof or of the Escrow Agreement has been duly authorized to do so. (ii) The Stockholders’ Representative may, in all questions arising under this Agreement or the Escrow Agreement, rely on the advice of legal counsel for the DynCorp or its Affiliates or on information or records given or reports made to DynCorp and for anything done, omitted its Affiliates by an independent certified public accountant or suffered in good faith by the Stockholders’ Representative in accordance an appraiser or other expert selected with such advicereasonable care by DynCorp. In addition, the Stockholders’ Representative knowledge and/or actions, or failure to act, of any director, officer, agent or employee of DynCorp or its Affiliates shall not be liable imputed to COAC or Secondee for purposes of determining any Company Stockholderright to indemnification or advancement of expenses under Appendix 2 to this Agreement. B. In no event shall (iiii) If the Stockholders’ Representative is required by the terms of this Agreement COAC or the Escrow Agreement to determine the occurrence of any event or contingency, the Stockholders’ Representative shall, in making such determination, Secondee be liable to DynCorp or any other Person for incidental, special, indirect, punitive, exemplary, consequential, lost profits or other similar damages (“Special Damages”), even if COAC or Secondee has been advised of the Company Stockholders only for his proven bad faith possibility of such Special Damages prior to the conduct giving rise to the alleged liability, or (ii) the aggregate liability of COAC and Secondee in connection with any Proceeding (as determined defined in light of all the circumstancesAppendix 2), or any claim, issue or matter therein, including the time and facilities available performance or failure to him perform any Secondment Services under this Agreement, ever exceed, in the ordinary conduct aggregate, the total amount of business. Infees actually paid by DynCorp to COAC during the Term of this Agreement.

Exculpation; Limitation of Liability. (ia) The StockholdersSellers’ Representative shall incur no liability to the Company Stockholders Sellers with respect to any action taken or suffered by it in reliance upon any note, direction, instruction, consent, statement or other documents reasonably believed by the StockholdersSellers’ Representative to be genuinely and duly authorized by at least a majority Majority in interest Interest of the Company Stockholders (determined on the basis of the number of shares of Company Capital Stock owned by each Company Stockholder immediately prior to the Effective Time) (the “Majority in Interest”)Sellers, nor for other action or inaction taken or omitted in good faith in connection with this Agreement or the Escrow Agreement, in any case except for liability to the Company Stockholders Sellers for the StockholdersSellers’ Representative’s own fraud or willful misconduct. In the exercise or performance of his its powers, rights, duties and privileges hereunder and under the Escrow Agreementhereunder, the StockholdersSellers’ Representative shall be entitled to rely upon any document or instrument reasonably believed by him to be genuine, accurate as to content and signed by any Company StockholderSeller. The StockholdersSellers’ Representative may assume that any Person purporting to give any notice in accordance with the provisions hereof or of the Escrow Agreement has been duly authorized to do so. (iib) The StockholdersSellers’ Representative may, in all questions arising under this Agreement or the Escrow Agreement, rely on the advice of counsel counsel, and for anything done, done or omitted or suffered in good faith by the StockholdersSellers’ Representative in accordance with such advice, the StockholdersSellers’ Representative shall not be liable to any Company StockholderSeller. (iiic) If the StockholdersSellers’ Representative is required by the terms of this Agreement or the Escrow Agreement to determine the occurrence of any event or contingency, the StockholdersSellers’ Representative shall, in making such determination, be liable to the Company Stockholders Sellers only for his its proven bad faith as determined in light of all the circumstances, including the time and facilities available to him it in the ordinary conduct of business. InIn determining the occurrence of any such event or contingency, the Sellers’ Representative may request from any of the Sellers such reasonable additional evidence as the Sellers’ Representative in its sole discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and may at any time inquire of and consult with others, including the Buyer, any indemnified party of the Buyer or any of the Sellers, and the Sellers’ Representative shall not be liable to any Seller for any damages resulting from its delay in acting under this Agreement pending his receipt and examination of additional evidence requested by it. (d) No provision of this Agreement shall require the Sellers’ Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it. (e) The Sellers’ Representative may exercise and perform any of the powers, rights, duties or privileges vested in it under this Agreement either itself or by or through its attorney or other Representatives, and the Sellers’ Representative shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney or Representative or for any damages to the Sellers resulting from any such act, default, neglect or misconduct, unless the Sellers’ Representative engaged in fraud or willful misconduct in the selection and continued employment thereof. (f) In no event shall the Sellers’ Representative be liable to any Seller or any other Person for any indirect, punitive, special or consequential damages.