Indemnification of Stockholders’ Representative. The Principal Stockholders will indemnify and hold harmless the Stockholders’ Representative for and shall be held harmless against any loss, liability or expense incurred by the Stockholders’ Representative or any of its 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 Stockholders’ Representative’s conduct as Stockholders’ Representative, other than losses, liabilities or expenses resulting from the Stockholders’ 57 Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement, the Escrow Agreement and the Paying Agent 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 Stockholders’ Expense Amount and shall thereafter be individual obligations of the Principal Stockholders based on their pro-rata share (according to their respective Closing Cash Consideration Percentages) of such costs, which obligations may be satisfied as contemplated by Section 12.7. The Stockholders’ 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 Stockholders’ Representative in accordance with such advice, the Principal Stockholders will indemnify the Stockholders’ Representative, solely in its capacity as such, against and from all Losses sustained or incurred by the Stockholders’ Representative or the Principal Stockholders as a result of such reliance or good faith action or omission.
Indemnification of Stockholders’ Representative. The Stockholders’ Representative shall be indemnified for and shall be held harmless by the Selling Stockholders against any loss, liability or expense incurred by the Stockholders’ Representative, any of its Affiliates and any of the respective partners, members, managers, directors, officers, employees, agents, shareholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons of the Stockholders’ Representative or his or her affiliates, in each case relating to the Stockholders’ Representative’s conduct as the Stockholders’ 45 Representative, other than losses, liabilities or expenses resulting from such member’s gross negligence or willful misconduct in connection with its performance under this Agreement or the Escrow Agreement. This indemnification shall survive the termination of this Agreement. The Stockholders’ Representative shall be entitled to reimbursement for all costs of such indemnification (including the costs and expenses of enforcing this right of indemnification) which may be paid from the Stockholders’ Representative Expense Account. The Stockholders’ Representative may, in all questions arising under this Agreement or the Escrow Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholders’ Representative in accordance with such advice, the Stockholders’ Representative shall not be liable to the Selling Stockholders or any other person. In no event shall the Stockholders’ Representative be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages.
Indemnification of Stockholders’ Representative. Stockholders’ Representative may act upon any instrument or other writing believed by Stockholders’ Representative in good faith to be genuine and to be signed or presented by the proper Person and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Agreement, except for its own willful default or gross negligence. Stockholders’ Representative shall be, and hereby is, indemnified and held harmless, jointly and severally, by each Stockholder (other than a holder of Dissenting Shares), and each Warrant Holder and each Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, from all losses, costs and expenses (including attorneys’ fees) that may be incurred by Stockholders’ Representative as a result of Stockholders’ Representative’s performance of its duties under this Agreement; provided that Stockholders’ Representative shall not be entitled to indemnification for losses, costs or expenses that result from any action taken or omitted by Stockholders’ Representative as a result of its own willful default or gross negligence.
Indemnification of Stockholders’ Representative. Stockholders’ Representative may act upon any instrument or other writing believed by Stockholders’ Representative in good faith to be genuine and to be signed or presented by the proper Person and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Agreement, except for its own willful default or gross negligence. Stockholders’ Representative shall be, and hereby is, indemnified and held harmless, jointly and severally, by each Stockholder (other than a holder of Dissenting Shares), and each Option Holder who executes and delivers an Option Acknowledgement, as the case may be, from all losses, costs and expenses (including attorneys’ fees) that may be incurred by Stockholders’ Representative as a result of Stockholders’ Representative’s performance of its duties under this Agreement; provided that Stockholders’ Representative shall not be entitled to indemnification for losses, costs or expenses that result from any action taken or omitted by Stockholders’ Representative as a result of its own willful default or gross negligence. Any amounts owed to the Stockholders’ Representative hereunder shall be paid to the Stockholders’ Representative by the Paying Agent from any Deferred Payment Amount or Adjustment Amount received by the Paying Agent for subsequent payment to the Stockholders and Option Holders in accordance with the terms hereof.
Indemnification of Stockholders’ Representative. The Stockholders do hereby jointly and severally agree to indemnify and hold the Stockholders' 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 Stockholders' Representative's duties under this Agreement except for actions constituting gross negligence or willful misconduct.
Indemnification of Stockholders’ Representative. The Stockholders and Option Holders severally shall indemnify and hold harmless and shall promptly pay or reimburse the Stockholders’ Representative from and against any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Stockholders’ Representative arising out of or resulting from any action taken or omitted to be taken by the Stockholders’ Representative in its capacity as such, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Stockholders’ Representative’s gross negligence, bad faith or willful misconduct. In addition to any other remedies available to it, including as provided in Section 10.04, the Stockholders’ Representative shall be entitled to apply and/or set off any such unpaid or unreimbursed liabilities, costs or expenses due to it from the Stockholders and Option Holders from any amounts payable to the Stockholders and Option Holders under the terms of the Escrow Agreement.
Indemnification of Stockholders’ Representative. The Stockholders’ Representative may act upon any instrument or other writing believed by the Stockholders’ Representative in good faith to be genuine and to be signed or presented by the proper person and shall not be liable in connection with the performance by him of his duties pursuant to the provisions of the Escrow Agreement, except for his own willful misconduct or gross negligence. The Stockholders’ Representative shall be, and hereby is, indemnified and held harmless, jointly and severally, by the Stockholders from all losses, costs and expenses (including attorneys’ fees) that may be incurred by the Stockholders’ Representative as a result of the Stockholders’ Representative’s performance of his duties under this Agreement and the Escrow Agreement, provided that the Stockholders’ Representative shall not be entitled to indemnification for losses, costs or expenses that result from any action taken or omitted by the Stockholders’ Representative as a result of his willful misconduct or gross negligence. The Stockholders’ Representative Escrow Amount, plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Martek after the Effective Time with respect to the Stockholders’ Representative Escrow Amount, will be deposited with and will be held by First Union National Bank (or another institution acceptable to the Company and the Stockholders’ Representative) as escrow agent for the Stockholders’ Representative Escrow Fund, such deposit to constitute an escrow fund (the “Stockholders’ Representative Escrow Fund”) to be governed by the terms set forth in an escrow agreement to be agreed to by the Company and the Stockholders’ Representative.
Indemnification of Stockholders’ Representative. The ----------------------------------------------- Stockholders' Representative shall not be personally liable for any actions or decisions taken or made in good faith in managing or discharging its duties hereunder in accordance with the terms hereof, except in the case of gross negligence or willful misconduct. The stockholders of IDRC and the IDRC Optionholders shall indemnify and hold harmless the Stockholders' Representative against any and all Damages suffered or incurred by the Stockholders' Representative in managing or discharging his duties hereunder.
Indemnification of Stockholders’ Representative. The Purchaser, the Parent, the Surviving Corporation and the Stockholders shall severally indemnify and save harmless the Stockholders' Representative from and against any and all liability, including all expenses reasonably incurred in its defense and all costs and expenses reasonably incurred in enforcing its right to indemnification hereunder, to which the Stockholders' Representative shall be subject by reason of any action taken or omitted to be taken, except as may result from the Stockholders' Representative's gross negligence or willful misconduct; provided, however, that such indemnification shall not apply to any actions taken or omitted in the Stockholders' Representative's capacity as a Stockholder. This Section 10.6 shall survive the termination of this Agreement.
Indemnification of Stockholders’ Representative. The letter of transmittal contemplated by Article II hereof shall provide that each Vowel Stockholder shall severally indemnify the Stockholders’ Representative and each of its members or managers against any Liabilities of any kind or nature whatsoever (except such as result from willful misconduct by such person) that the Stockholders’ Representative may suffer or incur in connection with any action or omission of such member as a member of the Stockholders’ Representative. The Liabilities contemplated in this Section 8.4 shall be satisfied exclusively out of the Escrow Account, net of any insurance proceeds actually received by the Stockholders’ Representative (after taking into account any deductibles, retention amounts and/or any costs or expenses incurred in obtaining such insurance proceeds). The Stockholders’ Representative shall not be liable to any Vowel Stockholder for any Liabilities (except such Liabilities as result from the Stockholders’ Representative’s gross negligence or willful misconduct) with respect to any action or omission taken or omitted to be taken by the Stockholders’ Representative pursuant to this ARTICLE VIII.
