Common use of Indemnification of Sellers’ Representative Clause in Contracts

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. 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 indemnified by Xxxxxxx (and not Buyer or the advice Company, or any of counseltheir respective officers, public accountants directors employees, agents, managers, shareholders or other independent experts experienced in members (except, for the matter at issue. Each Represented Holder avoidance of doubt, Sellers)) for and 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 be held harmless against any litigationloss, commenced liability 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 expense incurred by the Sellers’ Representative or any of its Affiliates and any of its and their respective Representatives hereunder (collectively, “Representative Losses”), in each case relating to the Sellers’ Representative’s conduct as the Sellers’ Representative, other than losses, liabilities or otherwiseexpenses resulting from the Sellers’ Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement and the Escrow Agreement. The foregoing This indemnification shall not apply in survive the event termination of any action this Agreement and the Escrow Agreement, the Closing, and the resignation or proceeding which finally adjudicates the liability removal of the Sellers’ Representative. The costs of such indemnification (including the costs and expenses of enforcing this right of indemnification) shall be joint and several liabilities of the Sellers. If not paid directly to Sellers’ Representative hereunder for its gross negligence or willful misconduct. In the event of by Xxxxxxx, any indemnification hereunder, upon written notice such Representative Losses may be recovered by Sellers’ Representative from the amount remaining in the Indemnity Escrow Fund and/or the Purchase Price Adjustment Escrow Fund at such time as the remaining amount would otherwise be distributable to Sellers; provided, that while this Section allows Sellers’ Representative to be paid from the Represented Holders aforementioned sources of funds, this does not relieve Sellers from their obligation to promptly pay such Representative Losses as to the existence of a deficiency toward the payment of any such indemnification amountthey are suffered or incurred, each Represented Holder shall promptly deliver to the nor does it prevent Sellers’ Representative full payment of his from seeking any remedies available to it at law or her ratable share otherwise; provided, that, in no event shall any Seller have liability in excess of the amount of such deficiency and the Sellers’ Representative shall be entitled consideration paid to withhold any such amount from the amount distributable it pursuant to any Represented Holder under this Agreement.

Indemnification of Sellers’ Representative. Neither the Sellers’ Representative nor will incur no liability of any of its officers, directors, employees, accountants, consultants, legal counsel, agents or other representatives (collectively, “Representatives”) shall incur any responsibility or liability whatsoever kind with respect to any Represented Holder by reason of any error in judgment or other act action or omission performed or omitted hereunder or by Sellers’ Representative in connection with Sellers’ Representative’s services pursuant to this Agreement or and any such other agreementagreements ancillary hereto, instrument or document, excepting only responsibility for any act or failure to act which represents except in the event of liability directly resulting from Sellers’ Representative’s gross negligence or willful misconduct. The Sellers’ Representative shall not be entitled liable for any action or omission pursuant to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue. Each Represented Holder shall The Sellers will 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 defend and hold harmless Sellers’ Representative from and its Representatives against any and all losses, liabilities, damages, liabilities, claims, obligationspenalties, fines, forfeitures, actions, fees, costs and expenses, expenses (including reasonable attorneys’, accountants’ and other experts’ the fees and the amount expenses of any judgment against them, of any nature whatsoever (including any counsel and experts and their staffs and all expense whatsoever incurred in investigatingof document location, preparing or defending against any litigationduplication and shipment) (collectively, commenced or threatened or any claims whatsoever), “Representative Losses”) arising out of any claim, investigation, challenge, action or proceeding or in connection with Sellers’ Representative’s execution and performance of this Agreement and any appeal thereofagreements ancillary hereto, relating 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 acts gross negligence or omissions willful misconduct of the Sellers’ Representative, Sellers’ Representative or its Representatives hereunder or otherwise. The foregoing indemnification shall not apply in will reimburse the event Sellers the amount of any action or proceeding which finally adjudicates such indemnified Representative Loss to the liability of the Sellers’ Representative hereunder for its extent attributable to such gross negligence or willful misconduct. In If not paid directly to Sellers’ Representative by the event of Sellers, any indemnification hereundersuch Representative Losses may be recovered by Sellers’ Representative from (i) the Sellers Expense Amount and (ii) any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, upon written notice from the that while this section allows Sellers’ Representative to be paid from the Represented Holders aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as to the existence of a deficiency toward the payment of any such indemnification amountthey are suffered or incurred, each Represented Holder shall promptly deliver to the nor does it prevent Sellers’ Representative full payment of his from seeking any remedies available to it at law or her ratable share of the amount of such deficiency and the otherwise. In no event will Sellers’ Representative shall be entitled required to withhold advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any such amount from restrictions or limitations on liability or indemnification obligations of, or provisions limiting the amount distributable recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to any Represented Holder be applicable to the indemnities provided to Sellers’ Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of Sellers’ Representative or the termination of this Agreement.

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 indemnified for and shall be held harmless by the Sellers against any loss, liability or expense incurred by the Sellers’ Representative or any of its Affiliates and any of their respective partners, managers, members, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to the Sellers’ Representative’s conduct as the Sellers’ Representative, other than losses, liabilities or expenses resulting from the Sellers’ Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement and the Escrow Agreement. This indemnification shall survive the termination of this Agreement. The costs of such indemnification (including the costs and expenses of enforcing this right of indemnification) shall be first deducted from the Sellers’ Expense Amount and shall thereafter be individual obligations of the Sellers based on their Pro Rata Share of such costs, which obligations may be satisfied as contemplated by Section 13.8. The Sellers’ Representative may, in all questions arising under this Agreement, rely on the advice of counselcounsel and for anything done, public accountants omitted or other independent experts experienced suffered 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 good faith by applicable Law each of the Sellers’ Representative and its Representatives against all lossesin accordance with such advice, 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 not be entitled liable to withhold the Sellers or the Escrow Agent or any such amount from other Person. In no event shall the amount distributable to Sellers’ Representative be liable hereunder or in connection herewith for (a) any Represented Holder under this Agreementindirect, punitive, special or consequential damages or (b) any amounts other than those that are satisfied out of the Escrow Fund.

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 indemnified by the Sellers for, and shall be held harmless against, any loss, liability or expense incurred by the Sellers’ Representative or any of his Affiliates and any of their respective partners, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to the Sellers’ Representative’s conduct in his capacity and within the scope of his authority as Sellers’ Representative, other than such losses, liabilities or expenses resulting from the Sellers’ Representative’s gross negligence or willful misconduct in connection with his performance under this Agreement. This indemnification shall survive the termination of this Agreement. The Sellers’ Representative may, in all questions arising under this Agreement, rely on the advice of counselcounsel and for anything done, public accountants omitted or other independent experts experienced suffered 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 good faith by applicable Law each of the Sellers’ Representative and its Representatives against all lossesin accordance with such advice, 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 not be entitled liable to withhold the Sellers or any other person. In determining the occurrence of any fact, event or contingency, the Sellers’ Representative may request from any of the Sellers or any other Person such amount from reasonable additional evidence as the amount distributable Sellers’ Representative in its sole discretion may deem necessary, and may at any time inquire of and consult with others, including any of the Sellers and shall not be liable to any Represented Holder under this AgreementSellers for any damages resulting from any delay in acting hereunder pending receipt and examination of additional evidence requested. In no event shall the Sellers’ Representative be liable to any Seller hereunder or in connection herewith for any indirect, punitive, special or consequential damages.

Indemnification of Sellers’ Representative. Neither the Sellers’ ' Representative nor will incur no liability of any of its officers, directors, employees, accountants, consultants, legal counsel, agents or other representatives (collectively, “Representatives”) shall incur any responsibility or liability whatsoever kind with respect to any Represented Holder by reason of any error in judgment or other act action or omission performed or omitted hereunder or by Sellers' Representative in connection with Sellers' Representative's services pursuant to this Agreement or and any such other agreementagreements ancillary hereto, instrument or document, excepting only responsibility for any act or failure to act which represents except in the event of liability directly resulting from Sellers' Representative's gross negligence or willful misconduct. The Sellers’ ' Representative shall not be entitled liable for any action or omission taken or omitted to rely on be taken in good faith pursuant to the advice of counsel, public accountants or other independent experts experienced in the matter at issue. Each Represented Holder shall Sellers will 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 defend and hold harmless Sellers’ ' Representative from and its Representatives against any and all losses, liabilities, damages, liabilities, claims, obligationspenalties, fines, forfeitures, actions, fees, costs and expenses, expenses (including the reasonable attorneys’, accountants’ and other experts’ fees and the amount expenses of any judgment against them, of any nature whatsoever (including any counsel and experts and their staffs and all expense whatsoever incurred in investigatingof document location, preparing or defending against any litigationduplication and shipment) (collectively, commenced or threatened or any claims whatsoever), "Sellers' Representative Losses") arising out of any claim, investigation, challenge, action or proceeding or in connection with Sellers' Representative's execution and performance of this Agreement and any appeal thereofagreements ancillary hereto, relating to the acts in each case as such Sellers' Representative Loss is suffered or omissions of the Sellers’ Representative or its Representatives hereunder or otherwise. The foregoing indemnification shall not apply incurred; provided that in the event that any such Sellers' Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of any action or proceeding which finally adjudicates Sellers' Representative, Sellers' Representative will reimburse the liability Sellers the amount of such indemnified Sellers' Representative Loss to the Sellers’ Representative hereunder for its extent attributable to such gross negligence or willful misconduct. In If not paid directly to Sellers' Representative by the event of Sellers, any indemnification hereunder, upon written notice such Sellers' Representative Losses may be recovered by Sellers' Representative from (i) the funds in the Sellers' Representative Fund and (ii) Adjustment 143905334.14 Escrow Account at such time as remaining amounts would otherwise be distributable to the Common Sellers; provided that while this section allows Sellers' Representative to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Sellers’ ' Representative Losses as they are suffered or incurred, nor does it prevent Sellers' Representative from seeking any remedies available to it at law or otherwise. Except as provided in Section 2.4(c), in no event will Sellers' Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the Represented Holders as contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the existence indemnities provided to Sellers' Representative under this Section 11.18(d). The foregoing indemnities will survive the Closing, the resignation or removal of a deficiency toward Sellers' Representative or the payment termination 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.