Liability of Seller Representative Sample Clauses

Liability of Seller Representative. None of the Seller Representative or any of its members, managers, officers, agents, attorneys or Affiliates (the “Seller Representative Related Persons”) shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Sellers for any recital, statement, representation or warranty made by Purchaser or any officer or director thereof, contained in this Agreement or in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Seller Representative under or in connection with, this Agreement or any other Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document, or for any failure of any Purchaser or any other party to any Transaction Document to perform its obligations hereunder or thereunder. No Seller Representative Related Person shall be under any obligation to any Seller to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the books or properties of Purchaser.

Liability of Seller Representative. In connection with the performance of its duties hereunder and the administration of the Seller Representative Fund, the Seller Representative shall not be liable to the Sellers for any action taken or omitted by it in good faith and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind taken in good faith in connection with this Agreement or the Seller Representative Fund.

Liability of Seller Representative. The Stockholder Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Seller. The Stockholder Representative shall not be liable to any Seller for any action taken or omitted by it hereunder or under any other document contemplated hereby, or in connection therewith, except that the Stockholder Representative shall not be relieved of any liability imposed by Requirements of Law for gross negligence or willful misconduct. The Stockholder Representative shall not be liable to any Seller for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Seller to which payment was due, but not made, shall be to recover from the other Sellers any payment in excess of the amount to which they are determined to have been entitled. The Stockholder Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement. Each Seller acknowledges and agrees that the Stockholder Representative shall not be obligated to take any actions and shall be entitled to take such actions as the Stockholder Representative deems appropriate in its sole discretion. Each Seller further agrees to indemnify and hold the Stockholder Representative harmless from and against any loss, liability or expense arising in connection with any act or omission as the Stockholder Representative, except for any liability imposed by Requirements of Law for gross negligence or willful misconduct.

Liability of Seller Representative. Seller Representative shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder except in the case of their bad faith, gross negligence or willful misconduct, and each Seller hereby waives any and all rights he or it may have to challenge any such action or omission or to bring a claim in respect thereof. Seller Representative shall be entitled to consult with counsel of their choosing (the cost of which shall be paid by all Sellers) and shall be fully protected in any act taken, suffered, or permitted by it in good faith in accordance with the advice of counsel. All costs of Seller Representative shall be borne by Sellers.