Liability and Authority of Shareholder Representative; Successors and Assigns. (i) The Shareholder Representative shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Shareholder Representative while acting in good faith, and any act done or suffered or omitted hereunder pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Shareholder Representative may, in all questions arising hereunder or under the Escrow Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Shareholder Representative based on such advice, the Shareholder Representative shall not be liable to anyone. Without limiting the generality of the foregoing, if the Shareholder Representative is required by the terms hereof or the Escrow Agreement to determine the occurrence of any event or contingency, the Shareholder Representative shall, in making such determination, be liable to the Wireless Shareholders only for his proven willful misconduct or gross negligence, as determined in light of all the circumstances, including the time and facilities available to him in the ordinary conduct of his business. In determining the occurrence of any such event or contingency the Shareholder Representative may request from any of the Wireless Shareholders or any other Person such reasonable additional evidence as the Shareholder Representative in his sole discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and may at any time inquire of and consult with others, including any of the Wireless Shareholders, and the Shareholder Representative shall not be liable to any Wireless Shareholder for any damages resulting from its delay in acting hereunder pending his receipt and examination of additional evidence requested by him. The Shareholder Representative may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Shareholder Representative shall in good faith believe to be genuine, to have been signed or presented by the Person or parties purporting to sign the same and to conform to the provisions of this Agreement or the Escrow Agreement, as the case may be.
Liability and Authority of Shareholder Representative; Successors and Assigns. (a) Each of Sellers hereby designates and appoints the Shareholder Representative as such Seller's agent, attorney-in-fact and representative, and as such the Shareholder Representative is hereby authorized and directed to (i) take any and all actions (including, without limitation, executing and delivering any documents, incurring any costs and expenses for the account of Sellers and making any and all decisions and determinations) which may be required or permitted by this Agreement or the Escrow Agreement to be taken or made by Sellers, any Seller or the Shareholder Representative, and (ii) exercise such rights, power and authority as are incidental to the foregoing. The Shareholder Representative shall have full power and authority to represent, and act on behalf of, Sellers, and their successors, with respect to all matters arising under this Agreement or the Escrow Agreement, and all action taken by any Shareholder Representative hereunder or thereunder shall be binding upon Sellers, and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Shareholder Representative shall have full power and authority
Liability and Authority of Shareholder Representative; Successors and Assigns. (a) The Shareholder Representative shall not incur any liability with respect to any action taken or suffered by him in reliance upon any note, direction, instruction, consent, statement or other document believed by him to be genuinely and duly authorized, nor for other action or inaction as the Shareholder Representative, excepting only his own willful misconduct or gross negligence. The Shareholder Representative may, in all questions arising hereunder, under the Escrow Agreement or under the Earn-out Escrow Agreement, rely on the advice of legal counsel and for anything done, omitted or suffered in good faith by the Shareholder Representative based on such advice, the Shareholder Representative shall not be liable to anyone.
