Indemnification of Sellers’ Representative. Neither the Sellers’ Representative nor any of its officers, directors, employees, accountants, consultants, legal counsel, agents or other representatives (collectively, “Representatives”) shall incur any responsibility or liability whatsoever to any Represented Holder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement or any such other agreement, instrument or document, excepting only responsibility for any act or failure to act which represents gross negligence or willful misconduct. The Sellers’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue. Each Represented Holder shall indemnify, pro rata based upon such Holder’s ownership of PSI Common Stock (including PSI Warrants on an as exercised basis), to the fullest extent permitted by applicable Law each of the Sellers’ Representative and its Representatives against all losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including any and all expense whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claims whatsoever), arising out of any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Sellers’ Representative or its Representatives hereunder or otherwise. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Sellers’ Representative hereunder for its gross negligence or willful misconduct. In the event of any indemnification hereunder, upon written notice from the Sellers’ Representative to the Represented Holders as to the existence of a deficiency toward the payment of any such indemnification amount, each Represented Holder shall promptly deliver to the Sellers’ Representative full payment of his or her ratable share of the amount of such deficiency and the Sellers’ Representative shall be entitled to withhold any such amount from the amount distributable to any Represented Holder under this Agreement.
Indemnification of Sellers’ Representative. Sellers’ Representative shall be indemnified by the Sellers and the Beneficial Owners (and not any Buyer or University Pharmacy) for and shall be held harmless against any loss, liability or expense incurred by Sellers’ Representative or any of its Affiliates and any of their respective partners, managers, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to Sellers’ Representative’s conduct as Sellers’ Representative, other than losses, liabilities or expenses resulting from Sellers’ Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement. The costs of such indemnification (including the costs and expenses of enforcing this right of indemnification) shall be individual obligations of the Sellers and the Beneficial Owners, which obligations may be satisfied as contemplated by Section 8.7. Sellers’ 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 Sellers’ Representative in accordance with such advice, Sellers’ Representative shall not be liable to the Sellers, the Beneficial Owners or any other Person. In no event shall Sellers’ Representative in her capacity as Sellers’ Representative be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages.
Indemnification of Sellers’ Representative. Each Seller shall indemnify the Sellers’ Representative against any Damages (except such Damages as result from the Sellers’ Representative’s gross negligence or willful misconduct) that the Sellers’ Representative may suffer or incur in connection with any action or omission of the Sellers’ Representative. Each Seller shall bear its pro rata share of such Damages in accordance with such Seller’s Pro-rata Interest. The Sellers’ Representative shall not be liable to any Seller with respect to any action or omission taken or omitted to be taken by the Sellers’ Representative pursuant to this Section 10, except for its gross negligence or willful misconduct.
Indemnification of Sellers’ Representative. Selling Persons hereby agree to indemnify and to save and hold harmless the Sellers’ Representative severally, not jointly, in accordance with their respective Pro Rata Share from any liability loss, cost, damage or expense, including attorneys fees (reasonably incurred or suffered as a result of the performance of its duties under this Agreement) incurred by the Sellers’ Representative based upon or arising out of any act, whether of omission or commission, of the Sellers’ Representative pursuant to the authority herein granted, other than acts, whether of omission or commission, of the Sellers’ Representative that constitute gross negligence or willful misconduct in the exercise by the Sellers’ Representative of the authority herein granted.
Indemnification of Sellers’ Representative. The Sellers’ Representative shall not be liable to the KA Owners for actions taken pursuant to the Transaction Documents, except to the extent such actions shall have constituted gross negligence, willful misconduct or fraud. Each KA Owner shall indemnify severally and not jointly in accordance with its Pro Rata Percentage, and defend and hold harmless the Sellers’ Representative from and against any and all Losses arising out of and in connection with its activities as Sellers’ Representative under the Transaction Documents or otherwise, in each case as such Loss is suffered or incurred other than to the extent such Loss is attributable the gross negligence, bad faith or willful misconduct of the Sellers’ Representative. In no event will the Sellers’ Representative be required hereunder to advance its own funds on behalf of the KA Owners or otherwise.
Indemnification of Sellers’ Representative. Each of the Sellers hereby agrees not to assert any claim against, and to indemnify and hold harmless each Sellers’ Representative from and against any and all losses incurred by, such Sellers’ Representative or any of its Representatives, or any Affiliate of any of the foregoing, relating to such Sellers’ Representative’s actions in its capacity as Sellers’ Representative other than such claims or losses resulting from such Sellers’ Representative’s willful misconduct. Each Seller hereby unconditionally and irrevocably agrees to pay to the Sellers’ Representatives, promptly upon request and in any event within 10 days of such request, such Seller’s Pro Rata Percentage of any amounts paid by a Sellers’ Representative on behalf of the Sellers and agrees to pay its Pro Rata Percentage of any and all costs and expenses (including counsel and legal fees and expenses) incurred by such Sellers’ Representative in connection with the protection, defense, enforcement or other expense of any rights under this Agreement.
Indemnification of Sellers’ Representative. Sellers, jointly and severally, shall indemnify and hold harmless and reimburse Sellers’ Representative from and against any and all Adverse Consequences suffered or incurred by Sellers’ Representative arising out of or resulting from any action taken or omitted to be taken by Sellers’ Representative under this Agreement, the Escrow Agreement or any other Transaction Document, other than such Adverse Consequences arising out of or resulting from Sellers’ Representative’s bad faith or willful misconduct.
Indemnification of Sellers’ Representative. Each Sellers' hereby agrees to indemnify and to save and hold harmless the Sellers' Representative from any liability incurred by the Sellers' Representative based upon or arising out of any act, whether of omission or commission, of the Sellers' Representative pursuant to the authority herein granted, other than acts, whether of omission or commission, of the Sellers' Representative that constitute gross negligence or willful misconduct in the exercise by the Sellers' Representative of the authority herein granted.
Indemnification of Sellers’ Representative. Sellers do hereby jointly and severally agree to indemnify and hold the Sellers' Representative harmless from and against any and all liability, loss, cost, damage or expense (including without limitation fees and expenses of legal counsel) reasonably incurred or suffered as a result of the performance of Sellers' Representative's duties under this Agreement except for actions constituting gross negligence or willful misconduct.
