Liability of the Representative Sample Clauses

Liability of the Representative. The Representative shall not incur any liability or damages with respect to any action taken or suffered by it or omitted hereunder as the Representative while acting in good faith and in the exercise of reasonable judgment and each Indemnifying Stockholder shall severally indemnify and hold the Representative harmless, and shall bear its Pro Rata Share (in accordance with the allocations set forth in this Agreement) of such liability of damages incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties hereunder. The Representative may, in all questions arising hereunder, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Representative based on such advice, the Representative shall not be liable to anyone. The Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Representative.

Liability of the Representative. The Representative shall not be personally liable as the Representative to any Party of Interest or any participant in the Phantom Stock Plans for any act done or omitted hereunder as Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally (but not jointly) indemnify the Representative and hold the Representative harmless against any Damages incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder

Liability of the Representative. The Member Representative shall not be personally liable as the Member Representative to any Indemnifying Party for any act done or omitted hereunder as Member Representative while acting in good faith and in the exercise of reasonable judgment. The Indemnifying Parties shall severally (but not jointly) indemnify the Member Representative and hold the Member Representative harmless against any Losses incurred without gross negligence or bad faith on the part of the Member Representative and arising out of or in connection with the acceptance or administration of the Member Representative’s duties hereunder. 8.7 Reliance on Member Representative. Parent and its Affiliates (including, after the Closing, the Company) and the Escrow Agent shall be entitled to rely on the appointment of the Member Representative and treat such Member Representative as the duly appointed attorney-in-fact of each Indemnifying Party and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of Parent or its respective affiliates (including, after the Closing, the Company) or the Escrow Agent shall be liable to any Indemnifying Party for any actions taken or omitted by them in reliance upon any instructions, notice or other instruments delivered by the Member Representative. No resignation of the Member Representative shall become effective unless at least 30 days prior written notice of the replacement or resignation of such Member Representative shall be provided to Parent and the Escrow Agent. Parent and its respective Affiliates (including, after the Closing, the Company) and the Escrow Agent shall be entitled to rely at any time after receipt of any such notice on the most recent notice so received. The Indemnifying Parties holding a majority interest in the Escrow Fund held in escrow at such time may remove the Member Representative by a written instrument delivered to the Member Representative, Parent and the Company, and, in such event and also if the Member Representative shall be unable or unwilling to serve in such capacity, his, her or its successor who shall serve and exercise the powers of the Member Representative hereunder shall be appointed by a written instrument signed by Indemnifying Parties holding a majority interest in the Escrow Fund held in escrow at such time and delivered to Parent and the Escrow Agent.

Liability of the Representative. We shall have full authority to take such action as we may deem advisable in respect of all matters pertaining to the offering. Except as to any liability arising under the Securities Act of 1933, as amended, we shall not be under any liability to you for or in respect of the value of validity of the Notes or the validity of the form of, or the representations contained in the Registration Statement or the Prospectus, or in any amendments or supplement to any of the, or in the Underwriting Agreement or in any other instrument executed by the Company or by other, or for the delivery of the Notes or the performance by the Company or others of any agreement on its or their part, nor shall we be liable under the provisions of this Agreement, or for any matter connected with this Agreement or any of the foregoing, except for lack of good faith and for obligations expressly assumed under this Agreement. Please confirm the foregoing and indicate the number of Notes requested to be sold by you by telephone (▇▇▇-▇▇▇-▇▇▇▇) and by signing and returning at once to ▇▇. ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇, Executive Wealth Management Services, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Road, Sarasota, Florida 34231, the enclosed copy of the Acceptance and Order on the next page. Upon receipt thereof, this Agreement and such signed Acceptance and Order will evidence the agreement between us.

Liability of the Representative. The Representative shall not be liable to any Seller for any action taken or omitted by it, him or her hereunder or under any other document executed or delivered hereunder, or in connection therewith, except that the Representative shall not be relieved of any liability imposed by Law for willful misconduct or gross negligence. Each Seller acknowledges and agrees that the Representative shall not be obligated to take any actions and shall be entitled to take such actions as the Representative deems appropriate in such Representative’s sole discretion, and shall indemnify and hold harmless the Representative for all Losses incurred by the Representative in connection with the performance of its, his or her duties hereunder or in any way relating to it, him or her in its, his or her capacity as Representative hereunder, except to the extent that such Losses are the direct result of the Representative’s willful misconduct or gross negligence.

Liability of the Representative. The Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Shareholder. The Representative shall not be liable to any Shareholder for any action taken or omitted by it or him hereunder or under any other document hereunder, or in connection therewith, except that the Representative shall not be relieved of any liability imposed by law for gross negligence or willful misconduct. The Representative shall not be liable to any Shareholder 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 Shareholder to whom payment was due, but not made, shall be to recover from other Shareholders any payment in excess of the amount to which they are determined to have been entitled. The 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 of the Shareholders acknowledges and agrees that the Representative shall not be obligated to take any actions and shall be entitled to take such actions as the Representative deems appropriate in such Representative’s sole discretion.