Liability and Authority of Stockholder Representative; Successors and Assigns. (a) The Stockholder 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 the Stockholder Representative to be genuinely and duly authorized, nor for other action or inaction as the Stockholder Representative, excepting only the willful misconduct or gross negligence of the Stockholder Representative. If and in the event that the immediately preceding sentence shall not be given effect for any reason, the Stockholder Representative shall be indemnified and held harmless by the Stockholders to the extent of their respective pro rata interests in the Escrow Amount (subject in any event to the claims of Buyer) and the Milestone Payments, against and from any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) incurred or suffered by the Stockholder Representative in connection with or in furtherance of his performance as such hereunder, except to the extent resulting from, relating to or in respect of any actions constituting only the willful misconduct or gross negligence of the Stockholder Representative, and except covered by insurance. The Stockholder Representative shall have recourse to the Escrow Amount and the Milestone Payments, in each case to the extent of the Stockholders interest therein, and the Stockholder Representative Set Aside to satisfy any claims or obligations in respect of indemnity as herein above provided, and the Stockholders shall upon the approval hereof be deemed to have assented thereto.
Liability and Authority of Stockholder Representative; Successors and Assigns. (a) The Stockholder 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 Stockholder Representative, excepting only his own willful misconduct or gross negligence. The Stockholder Representative may, in all questions arising hereunder or under the Escrow Agreement, rely on the advice of legal counsel and for anything done, omitted or suffered in good faith by the Stockholder Representative based on such advice, the Stockholder Representative shall not be liable to anyone.
Liability and Authority of Stockholder Representative; Successors and Assigns. (a) The Stockholder 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 Stockholder Representative, excepting only his own willful misconduct or gross negligence. The Stockholder Representative may, in all questions arising hereunder, or under the Escrow Agreement, rely on the advice of legal counsel and for anything done, omitted or suffered in good faith by the Stockholder Representative based on such advice, the Stockholder Representative shall not be liable to anyone.
