Common use of Indemnification of Stockholders’ Representative Clause in Contracts

Indemnification of Stockholders’ Representative. The Stockholders’ Representative shall incur no liability to the Stockholders or the Escrow Agents or any other person with respect to any action taken or suffered by him in reliance upon any note, direction, instruction, consent, statement or other documents reasonably believed by the Stockholders’ Representative to be genuinely and duly authorized by at least a Majority in Interest of the Stockholders (or the successors or assigns thereto), nor for other action or inaction taken or omitted in good faith in connection herewith or with the Escrow Agreement, in any case except for liability to the Stockholders for its own gross negligence or willful misconduct. The Stockholders’ Representative shall be indemnified by the Stockholders for and shall be held harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Stockholders’ Representative as the Stockholders’ Representation and not as a Stockholder arising out of or in connection with his performance under this Agreement and the Escrow Agreement. This indemnification shall survive the termination of this Agreement. For all purposes hereunder, a “Majority in Interest” of the Stockholders shall be determined on the basis of the Stockholder Allocations. The Stockholders’ Representative may, in all questions arising under this Agreement and 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 Stockholders or the Escrow Agents or any other Person.

Indemnification of Stockholders’ Representative. The Stockholders’ Representative shall incur no liability to the Stockholders or the Escrow Agents or any other person with respect to any action taken or suffered by him in reliance upon any note, direction, instruction, consent, statement or other documents reasonably believed by the Stockholders’ Representative to be genuinely and duly authorized by at least a Majority in Interest of the Stockholders (or the successors or assigns thereto), nor for other action or inaction taken or omitted in good faith in connection herewith or with the Escrow Agreement, in any case except for liability to the Stockholders for its own gross negligence or willful misconduct. The Stockholders’ Representative shall be indemnified by the Stockholders for and shall be held harmless by the Selling Stockholders against any loss, liability or expense incurred without 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’ Representative, other than losses, liabilities or expenses resulting from such member’s gross negligence or willful misconduct on the part of the Stockholders’ Representative as the Stockholders’ Representation and not as a Stockholder arising out of or in connection with his its performance under this Agreement and or the Escrow Agreement. This indemnification shall survive the termination of this Agreement. For all purposes hereunder, a “Majority in Interest” of the Stockholders The Stockholders’ Representative shall be determined on entitled to reimbursement for all costs of such indemnification (including the basis costs and expenses of enforcing this right of indemnification) which may be paid from the Stockholder AllocationsStockholders’ Representative Expense Account. The Stockholders’ Representative may, in all questions arising under this Agreement and 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 the Escrow Agents or any other Personperson. 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. The Stockholders’ Representative shall incur no liability to the Stockholders or the Escrow Agents or any other person with respect to any action taken or suffered by him in reliance upon any note, direction, instruction, consent, statement or other documents reasonably believed by the Stockholders’ Representative to be genuinely and duly authorized by at least a Majority in Interest of the Stockholders (or the successors or assigns thereto), nor for other action or inaction taken or omitted in good faith in connection herewith or with the Escrow Agreement, in any case except for liability to the Stockholders for its own gross negligence or willful misconduct. The Stockholders’ Representative shall be indemnified by the Stockholders Common Equity Holders and Rollover Holders for and shall be held harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of by the Stockholders’ Representative as or any of its Affiliates and any of their respective Representatives or controlling persons, in each case, relating to the Stockholders’ Representation and not Representative’ conduct as a Stockholder arising out of Stockholders’ Representative, other than losses, Liabilities or expenses resulting from the Stockholders’ Representative’s willful misconduct in connection with his its performance under this Agreement and the Escrow Agreement. This indemnification shall survive the termination of this Agreement. For The Stockholders’ Representative shall have the right to cause the satisfaction of some or all purposes hereunder, a “Majority in Interest” of such indemnification obligations using any then available proceeds of the Stockholders shall be determined on the basis of the Stockholder AllocationsStockholders’ Representative Expense Amount. The Stockholders’ Representative may, in all questions arising under this Agreement and 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, and the Stockholders’ Representative shall not be liable to the Stockholders Common Equity Holders or Rollover Holders or the Escrow Agents Agent or any other Personperson in connection therewith. 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. The Stockholders’ Representative shall incur no liability to the Stockholders or the Escrow Agents or any other person with respect to any action taken or suffered by him in reliance upon any note, direction, instruction, consent, statement or other documents reasonably believed by the Stockholders’ Representative to be genuinely and duly authorized by at least a Majority in Interest of the Stockholders (or the successors or assigns thereto), nor for other action or inaction taken or omitted in good faith in connection herewith or with the Escrow Agreement, in any case except for liability to the Stockholders for its own gross negligence or willful misconduct. The Stockholders’ Representative shall be indemnified by the Stockholders for and shall be held harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of by the Stockholders’ Representative as 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’ Representation and not Representative’s conduct as a Stockholder arising out of Stockholders’ Representative, other than losses, liabilities or expenses resulting from the Stockholders’ Representative’s willful misconduct in connection with his its performance under this Agreement and the Escrow Agreement. This indemnification shall survive the termination of this Agreement. For all purposes hereunder, a “Majority in Interest” The costs of such indemnification (including the Stockholders costs and expenses of enforcing this right of indemnification) shall be determined on paid from the basis of the Stockholder AllocationsStockholders’ Representative Fund. The Stockholders’ Representative may, in all questions arising under this Agreement and 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 Stockholders or the Escrow Agents Agent or any other Person. In no event shall the Stockholders’ Representative be liable hereunder or in connection herewith for (i) any indirect, punitive, special or consequential damages, or (ii) any amounts other than those that are satisfied out of the Escrow Amount.

Indemnification of Stockholders’ Representative. The Stockholders’ Representative shall incur no liability to the Stockholders or the Escrow Agents or any other person with respect to any action taken or suffered by him in reliance upon any note, direction, instruction, consent, statement or other documents reasonably believed by the Stockholders’ Representative to be genuinely and duly authorized by at least a Majority in Interest of the Stockholders (or the successors or assigns thereto), nor for other action or inaction taken or omitted in good faith in connection herewith or with the Escrow Agreement, in any case except for liability to the Stockholders for its own gross negligence or willful misconduct. The Stockholders’ ' Representative shall be indemnified by the Stockholders for and shall be held harmless against any loss, liability or expense incurred without 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' Representative's gross negligence or willful misconduct on the part of the Stockholders’ Representative as the Stockholders’ Representation and not as a Stockholder arising out of or in connection with his its performance under this Agreement and the Escrow Agreement. This indemnification shall survive the termination of this Agreement. For all purposes hereunder, a “Majority in Interest” The costs of such indemnification (including the Stockholders costs and expenses of enforcing this right of indemnification) shall be determined on paid from the basis of the Stockholder AllocationsEscrow Fund. The Stockholders’ ' Representative may, in all questions arising under this Agreement and 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 Stockholders or the Escrow Agents Agent or any other Personperson. In no event shall the Stockholders' Representative be liable hereunder or in connection herewith for (i) any indirect, punitive, special or consequential damages, or (ii) any amounts other than those that are satisfied out of the Escrow Fund.

Indemnification of Stockholders’ Representative. The 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 incur no liability to the Stockholders or the Escrow Agents or any be, and hereby is, indemnified and held harmless, jointly and severally, by each Stockholder (other person with respect to any action taken or suffered by him in reliance upon any note, direction, instruction, consent, statement or other documents reasonably believed by the Stockholders’ Representative to be genuinely and duly authorized by at least than a Majority in Interest holder of the Stockholders (or the successors or assigns theretoDissenting Shares), nor for other action or inaction taken or omitted in good faith in connection herewith or with and each Option Holder who executes and delivers an Option Acknowledgement, as the Escrow Agreementcase may be, in any case except for liability to the Stockholders for its own gross negligence or willful misconduct. The Stockholdersfrom all losses, costs and expenses (including attorneys’ Representative shall fees) that may be indemnified incurred by the Stockholders for and shall be held harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Stockholders’ Representative as the a result of Stockholders’ Representation and not as a Stockholder arising out Representative’s performance of or in connection with his performance its duties under this Agreement and the Escrow Agreement. This indemnification shall survive the termination of this Agreement. For all purposes hereunder, a “Majority in Interest” of the Stockholders shall be determined on the basis of the Stockholder Allocations. The Stockholders’ Representative may, in all questions arising under this Agreement and 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 ; provided that Stockholders’ Representative shall not be liable 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 or and Option Holders in accordance with the Escrow Agents or any other Personterms hereof.