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.
Appears in 4 contracts
Samples: Share Purchase Agreement (Croe, Inc.), Share Purchase Agreement (Croe, Inc.), Share Purchase Agreement (Gilbert James Henry)