Common use of Liability and Authority of Indemnification Representatives; Successors and Assignees Clause in Contracts

Liability and Authority of Indemnification Representatives; Successors and Assignees. (a) The Indemnification Representatives shall incur no liability to the Indemnifying Shareholders with respect to any action taken or suffered by them in reliance upon any note, direction, instruction, consent, statement or other documents believed by them to be genuinely and duly authorized, nor for other action or inaction except their own willful misconduct or gross negligence. The Indemnification Representatives may, in all questions arising under the Escrow Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Indemnification Representatives based on such advice, the Indemnification Representatives shall not be liable to the Indemnifying Shareholders. (b) In the event of the death or permanent disability of either Indemnification Representative, or his resignation as an Indemnification Representative, a successor Indemnification Representative shall be appointed by the other Indemnification Representative or, absent its appointment, a successor Indemnification Representative shall be elected by a majority vote of the Indemnifying Shareholders, with each such Indemnifying Shareholder (or his or her successors or assigns) to be given a vote equal to the number of votes represented by the Company Shares held by such Indemnifying Shareholder immediately prior to the Effective Time. Each successor Indemnification Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Indemnification Representatives, and the term "Indemnification Representatives" as used herein shall be deemed to include successor Indemnification Representatives. (c) The Indemnification Representatives, acting jointly but not singly, shall have full power and authority to represent the Indemnifying Shareholders, and their successors, with respect to all matters arising under this Agreement and all actions taken by any Indemnification Representative hereunder shall be binding upon the Indemnifying Shareholders, and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Indemnification Representatives, acting jointly but not singly, shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Indemnifying Shareholders and their successors. All actions to be taken by the Indemnification Representatives hereunder shall be evidenced by, and taken upon, the written direction of a majority thereof.

Liability and Authority of Indemnification Representatives; Successors and Assignees. (a) The Indemnification Representatives Representative shall not incur no any liability to the Indemnifying Shareholders Stockholders with respect to any action taken or suffered by them him in reliance upon any note, direction, instruction, consent, statement or other documents believed by them him to be genuinely and duly authorized, nor for other action or inaction except their his own willful misconduct or gross negligence. The Indemnification Representatives Representative may, in all questions arising under the Escrow this Agreement, rely on the advice of counsel and the Indemnification Representative shall not be liable to the Indemnifying Stockholders for anything done, omitted or suffered in good faith by the Indemnification Representatives Representative based on such advice, the Indemnification Representatives shall not be liable to the Indemnifying Shareholders. (b) . In the event of the death or permanent disability of either the Indemnification Representative, or his resignation as an Indemnification Representative, a successor Indemnification Representative shall be appointed by the other Indemnification Representative or, absent its appointment, a successor Indemnification Representative shall be elected by a majority vote of the Indemnifying ShareholdersStockholders, with each such Indemnifying Shareholder Stockholder (or his his, her or her its successors or assigns) to be given a vote equal to the number of votes represented by the shares of stock of the Company Shares held by such Indemnifying Shareholder Stockholder immediately prior to the Effective Timeeffective time of the share purchase under the Merger Agreement. Each successor Indemnification Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Indemnification RepresentativesRepresentative, and the term "“Indemnification Representatives" Representative” as used herein shall be deemed to include each successor Indemnification Representatives. (c) Representative. The Indemnification Representatives, acting jointly but not singly, Representative shall have full power and authority to represent the Indemnifying ShareholdersStockholders, and their successors, with respect to all matters arising under this Agreement and Article 6 of the Merger Agreement and all actions taken by any the Indemnification Representative hereunder or under Article 6 of the Merger Agreement shall be binding upon the Indemnifying ShareholdersStockholders, and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Indemnification Representatives, acting jointly but not singly, Representative shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise any claims asserted hereunder and to authorize payments any release of the Escrow Shares to be made with respect thereto, on behalf of the Indemnifying Shareholders Stockholders and their successors. All actions to be taken by The Escrow Agent may rely on the Indemnification Representatives hereunder Representative as the exclusive agent of the Indemnifying Stockholders under this Agreement and shall be evidenced by, and incur no liability to any party with respect to any action taken upon, the written direction of a majority thereofor suffered by it in good faith reliance thereon.

Liability and Authority of Indemnification Representatives; Successors and Assignees. (a) The Indemnification Representatives shall incur no liability to the Indemnifying Shareholders with respect to any action taken or suffered by them in reliance upon any note, direction, instruction, consent, statement or other documents believed by them to be genuinely and duly authorized, nor for other action or inaction except their own willful misconduct or gross negligence. The Indemnification Representatives may, in all questions arising under the Escrow Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Indemnification Representatives based on such advice, the Indemnification Representatives shall not be liable to the Indemnifying Shareholders. (b) In the event of the death or permanent disability of either Indemnification Representative, or his resignation as an Indemnification Representative, a successor Indemnification Representative shall be appointed by the other Indemnification Representative or, absent its appointment, a successor Indemnification Representative shall be elected by a majority vote of the Indemnifying Shareholders, with each such Indemnifying Shareholder (or his or her successors or assigns) to be given a vote equal to the number of votes represented by the Company Shares held by such Indemnifying Shareholder immediately prior to the Effective Time. Each successor Indemnification Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Indemnification Representatives, and the term "Indemnification Representatives" as used herein shall be deemed to include successor Indemnification Representatives. (c) The Indemnification Representatives, acting jointly but not singly, shall have full power and authority to represent the Indemnifying Shareholders, and their successors, with respect to all matters arising under this Agreement and all actions taken by any Indemnification Representative hereunder shall be binding upon the Indemnifying Shareholders, and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Indemnification Representatives, acting jointly but not singly, shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Indemnifying Shareholders and their successors. All actions to be taken by the Indemnification Representatives hereunder shall be evidenced by, and taken upon, the written direction of a majority thereof.77

Liability and Authority of Indemnification Representatives; Successors and Assignees. (a) The Indemnification Representatives shall not incur no any liability to the Indemnifying Shareholders Stockholders with respect to any action taken or suffered by them in reliance upon any note, direction, instruction, consent, statement or other documents believed by them to be genuinely and duly authorized, nor for other action or inaction except their own willful misconduct or gross negligence. The Indemnification Representatives may, in all questions arising under the Escrow Agreement, rely on the advice of counsel and the Indemnification Representatives shall not be liable to the Indemnifying Stockholders for anything done, omitted or suffered in good faith by the Indemnification Representatives based on such advice, the Indemnification Representatives shall not be liable to the Indemnifying Shareholders. (b) In the event of the death or permanent disability of either any Indemnification Representative, or his or her resignation as an Indemnification Representative, a successor Indemnification Representative shall be appointed by the other Indemnification Representative or, absent its appointment, a successor Indemnification Representative shall be elected by a majority vote of the Indemnifying ShareholdersStockholders, with each such Indemnifying Shareholder Stockholder (or his his, her or her its successors or assigns) to be given a vote equal to the number of votes represented by the shares of stock of the Company Shares held by such Indemnifying Shareholder Stockholder immediately prior to the Effective Timeeffective time of the share purchase under the Merger Agreement. Each successor Indemnification Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Indemnification RepresentativesRepresentative, and the term "“Indemnification Representatives" Representative” as used herein shall be deemed to include each successor Indemnification RepresentativesRepresentative. (c) The Indemnification Representatives, acting jointly but not singly, Representatives shall have full power and authority to represent the Indemnifying ShareholdersStockholders, and their successors, with respect to all matters arising under this Agreement and Article 6 of the Merger Agreement and all actions taken by any the Indemnification Representative Representatives hereunder or under Article 6 of the Merger Agreement shall be binding upon the Indemnifying ShareholdersStockholders, and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Indemnification Representatives, acting jointly but not singly, Representatives shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise any claims asserted hereunder and to authorize payments any release of the Escrow Shares to be made with respect thereto, on behalf of the Indemnifying Shareholders Stockholders and their successors. All actions to be taken by . (d) The Escrow Agent may rely on the Indemnification Representatives hereunder as the exclusive agents of the Indemnifying Stockholders under this Agreement and shall be evidenced by, and incur no liability to any party with respect to any action taken upon, the written direction of a majority thereofor suffered by it in good faith reliance thereon.

Liability and Authority of Indemnification Representatives; Successors and Assignees. (a) a. The Indemnification Representatives shall incur no liability to the Indemnifying Shareholders Stockholders with respect to any action taken or suffered by them in reliance upon any note, direction, instruction, consent, statement or other documents believed by them to be genuinely and duly authorized, nor for other action or inaction except their own willful misconduct or gross negligence. The Indemnification Representatives may, in all questions arising under the Escrow Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Indemnification Representatives based on such advice, the Indemnification Representatives shall not be liable to the Indemnifying ShareholdersStockholders. (b) b. In the event of the death or permanent disability of either Indemnification Representative, or his resignation as an Indemnification Representative, a successor Indemnification Representative shall be appointed by the other Indemnification Representative or, absent its appointment, a successor Indemnification Representative shall be elected by a majority vote of the Indemnifying ShareholdersStockholders, with each such Indemnifying Shareholder Stockholder (or his or her successors or assigns) to be given a vote equal to consistent with the number of votes represented by the Company Shares held by such Indemnifying Shareholder immediately prior to the Effective Timepercentages set forth on Attachment A hereto. Each successor Indemnification Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Indemnification Representatives, and the term "Indemnification Representatives" as used herein shall be deemed to include successor Indemnification Representatives. (c) The Indemnification Representatives, acting jointly but not singly, shall have full power and authority to represent the Indemnifying Shareholders, and their successors, with respect to all matters arising under this Agreement and all actions taken by any Indemnification Representative hereunder shall be binding upon the Indemnifying Shareholders, and their successors, as if expressly confirmed and ratified . Until notified in writing by each of them. Without limiting an Indemnification Representative that he has resigned, the generality Escrow Agent may act upon the directions, instructions and notices of the foregoingStockholders Representatives named above and, thereafter, upon the directions, instructions and notices of any successor named in a writing executed by both of the then-acting Indemnification Representatives, acting jointly but not singly, shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Indemnifying Shareholders and their successors. All actions to be taken by the Indemnification Representatives hereunder shall be evidenced by, and taken upon, the written direction of a majority thereof.

Liability and Authority of Indemnification Representatives; Successors and Assignees. (a) The Indemnification Representatives shall incur no liability to the Indemnifying Shareholders with respect to any action taken or suffered by them in reliance upon any note, direction, instruction, consent, statement or other documents believed by them to be genuinely and duly authorized, nor for other action or inaction except their own willful misconduct or gross negligence. The Indemnification Representatives may, in all questions arising under the Escrow Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Indemnification Representatives based on such advice, the Indemnification Representatives shall not be liable to the Indemnifying Shareholders. (b) In the event of the death or permanent disability of either Indemnification Representative, or his resignation as an Indemnification Representative, a successor Indemnification Representative shall be appointed by the other Indemnification Representative or, absent its appointment, a successor Indemnification Representative shall be elected by a majority vote of the Indemnifying Shareholders, with each such Indemnifying Shareholder (or his or her successors or assigns) to be given a vote equal to the number of votes represented by the Company Shares held by such Indemnifying Shareholder immediately prior to the Effective Time. Each successor Indemnification Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Indemnification Representatives, and the term "Indemnification Representatives" as used herein shall be deemed to include successor Indemnification Representatives. (c) The Indemnification Representatives, acting jointly but not singly, shall have full power and authority to represent the Indemnifying Shareholders, and their successors, with respect to all matters arising under this Agreement and all actions taken by any Indemnification Representative hereunder shall be binding upon the Indemnifying Shareholders, and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Indemnification Representatives, acting jointly but not singly, shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Indemnifying Shareholders and their successors. All actions to be taken by the Indemnification Representatives hereunder shall be evidenced by, and taken upon, the written direction of a majority thereof.Indemnification

Liability and Authority of Indemnification Representatives; Successors and Assignees. (a) 9.1 The Indemnification Representatives shall incur no liability to the Indemnifying Shareholders Stockholders with respect to any action taken or suffered by them in reliance upon any note, direction, instruction, consent, statement or other documents believed by them to be genuinely and duly authorized, nor for other action or inaction except their own willful misconduct or gross negligence. The Indemnification Representatives may, in all questions arising under the Escrow Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Indemnification Representatives based on such advice, the Indemnification Representatives shall not be liable to the Indemnifying ShareholdersStockholders. (b) 9.2 In the event of the death or permanent disability of either Indemnification Representative, or his resignation as an Indemnification Representative, a successor Indemnification Representative shall be appointed by the other Indemnification Representative or, absent its appointment, a successor Indemnification Representative shall be elected by a majority vote of the Indemnifying ShareholdersStockholders, with each such Indemnifying Shareholder Stockholder (or his or her successors or assigns) to be given a vote equal to the number of votes represented by the Company Shares held by such Indemnifying Shareholder Stockholder immediately prior to the Effective Time. Each successor Indemnification Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Indemnification Representatives, and the term "Indemnification Representatives" as used herein shall be deemed to include successor Indemnification Representatives. (c) . The Indemnification RepresentativesRepresentatives shall promptly notify the Escrow Agent in writing of the death, acting jointly but not singly, shall have full power and authority to represent the Indemnifying Shareholders, and their successors, with respect to all matters arising under this Agreement and all actions taken by any disability or resignation of a prior Indemnification Representative hereunder shall be binding upon the Indemnifying Shareholders, and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Indemnification Representatives, acting jointly but not singly, shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Indemnifying Shareholders and their successors. All actions to be taken by the Indemnification Representatives hereunder shall be evidenced by, and taken upon, the written direction appointment of a majority thereofsuccessor Indemnification Representative.

Liability and Authority of Indemnification Representatives; Successors and Assignees. (a) The Each Indemnification Representatives Representative shall incur no liability to the Indemnifying Shareholders Stockholders with respect to any action taken or suffered by them him in reliance upon any note, direction, instruction, consent, statement or other documents believed by them him to be genuinely and duly authorized, nor for other action or inaction except their his own willful misconduct or gross negligence. The Indemnification Representatives may, in all questions arising under the Escrow Agreement, rely on the advice of counsel and the Indemnification Representatives shall not be liable to the Indemnifying Stockholders for anything done, omitted or suffered in good faith by the Indemnification Representatives based on such advice, the Indemnification Representatives shall not be liable to the Indemnifying Shareholders. (b) In the event of the death or permanent disability of either any Indemnification Representative, or his or her resignation as an Indemnification Representative, a successor Indemnification Representative shall be appointed by the other Indemnification Representative or, absent its appointment, a successor Indemnification Representative shall be elected by a majority vote of the Indemnifying ShareholdersStockholders, with each such Indemnifying Shareholder Stockholder (or his his, her or her its successors or assigns) to be given a vote equal to the number of votes represented by the shares of stock of the Company Shares held by such Indemnifying Shareholder Stockholder immediately prior to the Effective Timeeffective time of the Merger. Each successor Indemnification Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Indemnification Representatives, and the term "Indemnification Representatives" as used herein shall be deemed to include successor Indemnification Representatives. (c) The Indemnification Representatives, acting jointly but not singly, shall have full power and authority to represent the Indemnifying ShareholdersStockholders, and their successors, with respect to all matters arising under this Agreement and all actions taken by any Indemnification Representative hereunder shall be binding upon the Indemnifying ShareholdersStockholders, and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Indemnification Representatives, acting jointly but not singlytogether, shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise any claims asserted hereunder and to authorize payments any release of the Escrow Shares to be made with respect thereto, on behalf of the Indemnifying Shareholders Stockholders and their successors. All actions to be taken by the Indemnification Representatives hereunder shall be evidenced by, and taken upon, the written direction of a majority thereof. (d) The Escrow Agent may rely on the Indemnification Representatives as the exclusive agents of the Indemnifying Stockholders under this Agreement and shall incur no liability to any party with respect to any action taken or suffered by it in reliance thereon.

Liability and Authority of Indemnification Representatives; Successors and Assignees. (a) The Neither of the Indemnification Representatives shall incur no any liability to the Indemnifying Shareholders Stockholders with respect to any action taken or suffered by them him in reliance upon any note, direction, instruction, consent, statement or other documents believed by them him to be genuinely and duly authorized, nor for other action or inaction except their his own willful misconduct or gross negligence. The Indemnification Representatives may, in all questions arising under the Escrow Agreement, rely on the advice of counsel and the Indemnification Representatives shall not be liable to the Indemnifying Stockholders for anything done, omitted or suffered in good faith by the Indemnification Representatives based on such advice, the Indemnification Representatives shall not be liable to the Indemnifying Shareholders. (b) In the event of the death or permanent disability of the either of the Indemnification RepresentativeRepresentatives, or his resignation as an Indemnification Representative, a successor Indemnification Representative shall be appointed by the other Indemnification Representative or, absent its appointment, a successor Indemnification Representative shall be elected by a majority vote of the Indemnifying ShareholdersStockholders, with each such Indemnifying Shareholder Stockholder (or his his, her or her its successors or assigns) to be given a vote equal to the number of votes represented by the Company Shares shares of stock of the GF and/or ITD held by such Indemnifying Shareholder Stockholder immediately prior to the Effective Timeeffective time of the share purchase under the Merger Agreement. Each successor Indemnification Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Indemnification RepresentativesRepresentative, and the term "“Indemnification Representatives" ” as used herein shall be deemed to include successor Indemnification RepresentativesRepresentative. (c) The Indemnification Representatives, acting jointly but not singly, Representatives shall have full power and authority to represent the Indemnifying ShareholdersStockholders, and their successors, with respect to all matters arising under this Agreement and all actions taken by any the Indemnification Representative Representatives hereunder shall be binding upon the Indemnifying ShareholdersStockholders, and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Indemnification Representatives, acting jointly but not singly, Representatives shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise any claims asserted hereunder and to authorize payments any release of the Escrow Shares to be made with respect thereto, on behalf of the Indemnifying Shareholders Stockholders and their successors. All actions to be taken by . (d) The Escrow Agent may rely on the Indemnification Representatives hereunder as the exclusive agents of the Indemnifying Stockholders under this Agreement and shall be evidenced by, and incur no liability to any party with respect to any action taken upon, the written direction of a majority thereofor suffered by it in reliance thereon.

Liability and Authority of Indemnification Representatives; Successors and Assignees. (a) The Indemnification Representatives shall incur no liability to the Indemnifying Shareholders Stockholders with respect to any action taken or suffered by them in reliance upon any note, direction, instruction, consent, statement or other documents believed by them to be genuinely and duly authorized, nor for other action or inaction except their own willful misconduct or gross negligence. The Indemnification Representatives may, in all questions arising under the Escrow Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Indemnification Representatives based on such advice, the Indemnification Representatives shall not be liable to the Indemnifying ShareholdersStockholders. (b) In the event of the death or permanent disability of either Indemnification Representative, or his resignation as an Indemnification Representative, a successor Indemnification Representative shall be appointed by the other Indemnification Representative or, absent its such appointment, a successor Indemnification Representative shall be elected by a majority vote of the Indemnifying ShareholdersStockholders, with each such Indemnifying Shareholder Stockholder (or his or her successors or assigns) to be given a vote equal to the number of votes represented by the Company Shares held by such Indemnifying Shareholder Stockholder immediately prior to the Effective Time. Each successor Indemnification Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Indemnification Representatives, and the term "Indemnification Representatives" as used herein shall be deemed to include any and all successor Indemnification Representatives. (c) The Indemnification Representatives, acting jointly but not singly, shall have full power and authority to represent the Indemnifying ShareholdersStockholders, and their successors, with respect to all matters arising under this Agreement and all actions taken by any Indemnification Representative hereunder shall be binding upon the Indemnifying ShareholdersStockholders, and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Indemnification Representatives, acting jointly but not singly, shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Indemnifying Shareholders Stockholders and their successors. All actions to be taken by the Indemnification Representatives hereunder shall be evidenced by, and taken upon, the written direction of a majority thereofboth of them.