Common use of Indemnification of Seller Representative Clause in Contracts

Indemnification of Seller Representative. The Seller Representative shall incur no liability to the Sellers, Buyer or any other Person 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 Seller Representative to be genuinely and duly authorized by at least a majority in interest of the Sellers (or the successors or assigns thereto), nor for other action or inaction taken or omitted in good faith in connection herewith or with the other Transaction Documents, in any case except for liability to the Sellers for its own gross negligence or willful misconduct. Each of the Sellers, in accordance with such Seller’s Transferred Percentage, shall severally (but not jointly) indemnify the Seller Representative for, and shall hold the Seller Representative harmless against, any Loss incurred by the Seller Representative or any of its Affiliates and any of their respective partners, directors, officers, employees, agents, Sellers, consultants, attorneys, accountants, advisors, brokers, other Representatives or controlling Persons, in each case relating to the Seller Representative’s conduct as Seller Representative, other than such Losses resulting from the Seller Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement and the other Transaction Documents. This indemnification shall survive the termination of this Agreement. In no event shall the Seller Representative be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages.

Indemnification of Seller Representative. The Each Seller shall severally indemnify and hold harmless each Seller Rep Party from and against any damages (except damages caused by such Seller Rep Party’s willful misconduct) that such Seller Rep Party may suffer or incur in connection with any action or omission taken or omitted to be taken by the Seller Representative (or by any Seller Rep Party on behalf of the Seller Representative) pursuant to this ARTICLE IX. “Seller Rep Party” means the Seller Representative, its Affiliates and each of their officers, directors, managers, employees, agents, advisors, partners, members and shareholders. Each Seller shall incur no liability bear its pro-rata share (based on aggregate proceeds received under this Agreement) of such damages. No Seller Rep Party shall be liable to the Sellers, Buyer or any other Person Seller with respect to any action or omission (except for such Seller Rep Party’s willful misconduct) taken or suffered by it in reliance upon any note, direction, instruction, consent, statement or other documents reasonably believed omitted to be taken by the Seller Representative (or by any Seller Rep Party on behalf of the Seller Representative) pursuant to this ARTICLE IX. The provisions of this ARTICLE IX shall be genuinely binding upon the heirs, legal representatives, successors and duly authorized by at least assigns of each Seller, and any references in this Agreement to a majority in interest Seller shall mean and include the successors to the rights of the Sellers (hereunder, whether pursuant to testamentary disposition, the Laws of descent and distribution or the successors or assigns thereto), nor for other action or inaction taken or omitted in good faith in connection herewith or with the other Transaction Documents, in any case except for liability to the Sellers for its own gross negligence or willful misconduct. Each of the Sellers, in accordance with such Seller’s Transferred Percentage, shall severally (but not jointly) indemnify the Seller Representative for, and shall hold the Seller Representative harmless against, any Loss incurred by the Seller Representative or any of its Affiliates and any of their respective partners, directors, officers, employees, agents, Sellers, consultants, attorneys, accountants, advisors, brokers, other Representatives or controlling Persons, in each case relating to the Seller Representative’s conduct as Seller Representative, other than such Losses resulting from the Seller Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement and the other Transaction Documents. This indemnification shall survive the termination of this Agreement. In no event shall the Seller Representative be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damagesotherwise.

Indemnification of Seller Representative. The Seller Representative Common Equityholders shall incur no liability to the Sellers, Buyer or any other Person 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 Seller Representative to be genuinely and duly authorized by at least a majority in interest of the Sellers (or the successors or assigns thereto), nor for other action or inaction taken or omitted in good faith in connection herewith or with the other Transaction Documents, in any case except for liability to the Sellers for its own gross negligence or willful misconduct. Each of the Sellers, in accordance with such Seller’s Transferred Percentage, shall severally (but not jointly) indemnify the Seller Representative for, for and shall hold the Seller Representative harmless againstagainst any loss, any Loss liability or expense incurred by the Seller Representative or any of its Affiliates affiliates and any of their respective partners, directors, officers, employees, agents, Sellersstockholders, consultants, attorneys, accountants, advisors, brokers, other Representatives representatives or controlling Personspersons, in each case relating to the Seller Representative’s conduct as Seller Representative, including all out-of-pocket expenses incurred for legal fees or otherwise, other than such Losses losses, liabilities or expenses resulting from the Seller Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement and the other Transaction DocumentsEscrow Agreement. This The costs of such indemnification (including the costs and expenses of enforcing this right of indemnification) shall survive be first deducted from the termination Seller Representative Expense Amount and shall thereafter be individual obligations of the Common Equityholders based on their Pro Rata Share of such costs, which obligations may be satisfied as contemplated by Section 8.2. The Seller Representative may, in all questions arising under this Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Seller Representative in accordance with such advice, the Seller Representative shall not be liable to Sellers or the Escrow Agent or any other person. In no event shall the Seller Representative be liable hereunder or in connection herewith for (a) any indirect, punitive, special or consequential damagesdamages or (b) any amounts other than those that are satisfied out of the Escrow Funds.