Indemnification of Shareholders' Representative. The Shareholders’ Representative shall be indemnified by the Common Equity Holders for and shall be held harmless against any loss, liability or expense incurred by the Shareholders’ Representative or any of its Affiliates and any of their respective partners, directors, officers, employees, agents, stockholders, members, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to the Shareholders’ Representative’s conduct as Shareholders’ Representative, other than losses, liabilities or expenses resulting from the Shareholders’ 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 and the Escrow Agreement. To the extent that the Shareholder’s Representative is entitled to direct the defense or settlement of any Proceeding pursuant to the terms and conditions of Section 10.2(h), then the reasonable attorneys’ fees for the defense or settlement of such Proceeding shall be paid from the Escrow Fund, but only at the expiration date of such Escrow Fund and only to the extent that all claims required to be paid out of the Escrow Fund have been paid to Parent and there are no claims pending with respect to the Escrow Fund. The Common Equity Holders agree that the Shareholders’ Representative may, in all questions arising under this Agreement and the other Transaction Documents, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Shareholders’ Representative in accordance with such advice of counsel, the Shareholders’ Representative shall not be liable to the Common Equity Holders, the Company, the Surviving Company, the Escrow Agent or any other Person. The Common Equity Holders, by approval, of this Agreement pursuant to the Company Shareholder Approval agree that in no event shall the Shareholders’ Representative be liable under this Agreement and the other Transaction Documents for (i) any indirect, punitive, special or consequential damages, or (ii) any amounts other than those that are satisfied out of the Indemnity Escrow Fund.
Indemnification of Shareholders' Representative. The Shareholders, jointly and severally, agree to indemnify and hold the Shareholders' Representative harmless from and against any loss, liability, damage, cost, or expense (including, but not limited to, legal fees and expenses) incurred by him arising out of or in connection with the Shareholders' Representative's performance under this Appointment, except to the extent caused by actions constituting gross negligence or willful misconduct of the Shareholders' Representative.
Indemnification of Shareholders' Representative. The Shareholders’ Representative shall be, and hereby is, indemnified and held harmless, jointly and severally, by the Shareholders and the Company Shareholder Parties from all losses, costs and expenses (including attorneys’ fees) that may be incurred by the Shareholders’ Representative as a result of the Shareholders’ Representative’s performance of his duties under this Agreement and the Representative Agreements, provided that the Shareholders’ Representative shall not be entitled to indemnification for losses, costs or expenses that result from any action taken or omitted by the Shareholders’ Representative as a result of his willful misconduct or gross negligence.
Indemnification of Shareholders' Representative. By approval of this Agreement and the transactions contemplated hereby by the requisite percentage of the Shareholders under the California Code, the Shareholders agree to severally indemnify and hold harmless each Shareholder Rep Party from and against any Damages (except Damages caused by such Shareholder Rep Party’s willful misconduct) that such Shareholder Rep Party may suffer or incur in connection with any action or omission taken or omitted to be taken by the Shareholders’ Representative (or by any Shareholder Rep Party on behalf of the Shareholders’ Representative) pursuant to this Article IX. The Shareholders shall bear its pro-rata share (based on each Shareholder’s Percentage Share) of such Damages. No Shareholder Rep Party shall be liable to any Shareholder with respect to any action or omission (except for such Shareholder Rep Party’s willful misconduct) taken or omitted to be taken by the Shareholders’ Representative (or by any Shareholder Rep Party on behalf of the Shareholders’ Representative) pursuant to this Article IX.
Indemnification of Shareholders' Representative. Each ----------------------------------------------- Shareholder shall severally indemnify the Shareholders' Representative against any damages (except such as result from such Shareholders' Representative's gross negligence or willful misconduct) that the Shareholders' Representative may suffer or incur in connection with any action or omission of the Shareholders' Representative. Each Shareholder shall bear its pro-rata portion of such damages. The Shareholders' Representative shall not be liable to any Shareholder with respect to any action or omission taken or omitted to be taken by the Shareholders' Representative pursuant to this Article VIII, except for the Shareholders' Representative's gross negligence or willful misconduct.
Indemnification of Shareholders' Representative. The Shareholders shall, severally and not jointly, on a pro rata basis based on their proportionate share of the Merger Consideration, indemnify , defend and hold the Shareholders' Representative harmless from and against any loss, damage, tax, liability and expense that may be incurred by the Shareholders' Representative arising out of or in connection with the acceptance or administration of the Shareholders' Representative's duties, including the defense of any Third Party Claim, except as caused by the Shareholders' Representative's proven gross negligence or willful misconduct (as determined in light of all the circumstances, including the time and facilities available to him in the ordinary course of business), including legal costs and expenses of defending such Shareholders' Representative against any claim or liability in connection with the performance of the Shareholders' Representative's duties. The Shareholders' Representative shall be entitled to, but not limited to, such indemnification from the Escrowed Consideration (net of any amounts due, owed or distributed to JDA) that are distributed to the Shareholders upon termination of the escrow.
Indemnification of Shareholders' Representative. The Shareholders hereby agree to indemnify and save harmless the Shareholders Representative from any liability, loss, cost, damage or expense, including attorneys fees (reasonably incurred or suffered as a result of the performance of her duties under this Agreement) incurred by the Shareholders Representative based on or arising out of any act, whether of commission or omission, of the Shareholders Representative pursuant to the authority herein granted, other than acts, whether of commission or omission, of the Shareholders Representative that constitute gross negligence or willful misconduct in the exercise by the Shareholders Representative of the authority herein granted.
Indemnification of Shareholders' Representative. The Shareholders on ---------------------------------------------- whose behalf the funds were contributed to the Escrow Fund shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Representative and arising out of or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders' Representative.
Indemnification of Shareholders' Representative. The Shareholders' Representative shall not be liable for any act done or omitted hereunder as Shareholders' Representative while acting in good faith and in the exercise of reasonable judgment. The Management Shareholders on whose behalf the Indemnification Shares were contributed shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Shareholders' Representative and arising out of or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders' Representative.
Indemnification of Shareholders' Representative. The Controlling Shareholders, jointly and severally, agree to hold the Shareholders' Representative harmless and to indemnify the Shareholders' Representative against any loss, liability, claim or demand arising out of or in connection with the performance of its obligations in accordance with the provisions of this Escrow Agreement, except for bad faith, gross negligence or willful misconduct of the Shareholders' Representative. The foregoing indemnities in this paragraph 10 shall survive termination of this Escrow Agreement.
