Common use of No Liability; Indemnification Clause in Contracts

No Liability; Indemnification. All decisions and actions by the Shareholders’ Representative, including, without limitation, any agreement between the Shareholders’ Representative and Parent relating to indemnification obligations of the Shareholders under this Section 2.5(e), including the defense or settlement of any claims and the making of payments with respect thereto, shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same. The Shareholders’ Representative shall not be liable for any act done or omitted hereunder as Shareholders’ Representative while acting in good faith and in the exercise of his reasonable judgment as to the best interests of the Shareholders, and the Shareholders’ Representative shall incur no liability to the Shareholders with respect to any action taken or suffered by the Shareholders’ Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification or other obligations of the Shareholders under this Section 2.5, including the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from the Shareholders’ Representative’s own gross negligence or willful misconduct. The Shareholders’ Representative may, in all questions arising under this Agreement or any agreement contemplated hereunder, rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Shareholders’ Representative shall not be liable to the Shareholders. The Shareholders shall jointly and severally indemnify the Shareholders’ Representative and hold him harmless for any loss, liability or expense incurred by the Shareholders’ Representative arising out of or relating to the Shareholders’ Representative’s actions hereunder so long as the Shareholders’ Representative acted in good faith and without gross negligence or willful misconduct.

No Liability; Indemnification. All decisions and actions by the Shareholders’ Representative, including, without limitation, any agreement between the Shareholders’ Representative and Parent relating to indemnification obligations acts of the Shareholders under this Section 2.5(e), including the defense or settlement of any claims and the making of payments with respect thereto, Representatives hereunder in its capacity as such shall be binding upon all deemed to be acts on behalf of the Shareholders, Sellers and no Shareholder shall have not of the right to object, dissent, protest or otherwise contest the sameRepresentatives individually. The Shareholders’ Representative shall not be liable for any act done or omitted hereunder as Shareholders’ Representative while acting in good faith and in the exercise of his reasonable judgment as to the best interests of the Shareholders, and the Shareholders’ Representative shall Representatives will incur no liability to the Shareholders of any kind with respect to any action taken or suffered omission by the ShareholdersRepresentatives in connection with the Representatives’ Representative in reliance upon services pursuant to this Agreement and any notice, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification or other obligations of the Shareholders under this Section 2.5, including the defense or settlement of any claims and the making of payments with respect theretoagreements ancillary hereto, except to in the extent event of liability directly resulting from the ShareholdersRepresentatives’ Representative’s own fraud, gross negligence or willful misconduct. The Shareholders’ Representative may, in all questions arising under this Agreement Representatives shall not be liable for any good faith action or any agreement contemplated hereunder, rely on omission pursuant to the advice of counsel, and for anything done, omitted or suffered in good faith by the Shareholders’ Representative shall not be liable to the Shareholders. The Shareholders shall jointly Sellers will, severally and severally indemnify the Shareholders’ Representative not jointly, in accordance with each Seller’s Pro Rata Percentage, indemnify, defend and hold him harmless for the Representatives from and against any lossand all losses, liability or liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense incurred by the Shareholders’ of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or relating in connection with the Representatives’ execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the Representatives, the Representatives will reimburse the Sellers the amount of such indemnified Representative Loss to the Shareholders’ Representative’s actions hereunder so long as the Shareholders’ Representative acted in good faith and without extent attributable to such fraud, gross negligence or willful misconduct. If not paid directly to the Representative by the Sellers, any such Representative Losses may be recovered by the Representatives from any funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while this section allows the Representatives to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representatives from seeking any remedies available to it at law or otherwise. In no event will the Representatives be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representatives under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representatives or the termination of this Agreement.

No Liability; Indemnification. All decisions and actions by the Shareholders’ Representative, including, without limitation, any agreement between the Shareholders’ Representative and Parent relating to indemnification obligations of the Shareholders under this Section 2.5(e), including the defense or settlement of any claims and the making of payments with respect thereto, shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same. The Shareholders’ Stockholder Representative shall not be liable have any liability to any of the Company Equityholders or any other Person for any act done or omitted hereunder as Shareholders’ Stockholder Representative while acting in good faith and in the exercise of his reasonable judgment as judgment, and any act done or omitted pursuant to the best interests advice of counsel shall be conclusive evidence of such good faith. The Company Equityholders shall indemnify the Stockholder Representative severally (but not jointly) to the fullest extent permitted by law (i) for all costs and expenses of the ShareholdersStockholder Representative incurred in the performance of his, her or its duties as a stockholder representative, (ii) if the Stockholder Representative was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or a witness or other participant in, any threatened, pending or completed Proceeding (a “Stockholder Representative Claim”) by reason of (or arising in part out of) any event or occurrence related to the fact that the Stockholder Representative is or was a stockholder representative, or by reason of any action or inaction on the part of the Stockholder Representative while serving in such capacity, against any and all expenses (including attorneys’ fees and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any Proceeding), judgments, fines and penalties of such Stockholder Representative Claim, and (iii) any Taxes imposed on the Shareholders’ Stockholder Representative as a result of the actual or deemed receipt of any payments under this Agreement ((i), (ii) and (iii), collectively, the “Stockholder Representative Expenses”), including all interest, assessments and other charges paid or payable in connection with or in respect of such Stockholder Representative Expenses. Notwithstanding the foregoing, in no event shall incur no liability to the Shareholders Stockholder Representative be indemnified for any Stockholder Representative Expenses that arise out of the Stockholder Representative’s gross negligence, bad faith or willful misconduct or with respect to any action taken or suffered Proceeding instituted by the Shareholders’ Stockholder Representative to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Stockholder Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification or other obligations of the Shareholders under this Section 2.5, including the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from the Shareholders’ Representative’s own gross negligence or willful misconduct. The Shareholders’ Representative may, in all questions arising under this Agreement or any agreement contemplated hereunder, rely on the advice of counsel, and for anything done, omitted or suffered such Proceeding was not made in good faith or was frivolous. All Stockholder Representative Expenses shall be paid on a pro rata basis by the Shareholders’ Representative shall not be liable to Company Equityholders in accordance with its, his or her Allocable Percentage of the Shareholders. The Shareholders shall jointly and severally indemnify the Shareholders’ Representative and hold him harmless for any loss, liability or expense incurred by the Shareholders’ Representative arising out of or relating to the Shareholders’ Representative’s actions hereunder so long as the Shareholders’ Representative acted in good faith and without gross negligence or willful misconductMerger Consideration received hereunder.

No Liability; Indemnification. All decisions acts of the Representative hereunder in its capacity as such shall be deemed to be acts on behalf of the Sellers and actions not of the Representative individually. The Representative will incur no liability of any kind with respect to any action or omission by the Shareholders’ Representative in connection with the Representative’s services pursuant to this Agreement and any agreements ancillary hereto, includingexcept in the event of liability directly resulting from the Representative’s fraud, without limitation, any agreement between the Shareholders’ Representative and Parent relating to indemnification obligations of the Shareholders under this Section 2.5(e), including the defense gross negligence or settlement of any claims and the making of payments with respect thereto, shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the samewillful misconduct. The Shareholders’ Representative shall not be liable for any act done or omitted hereunder as Shareholders’ Representative while acting in good faith action or omission pursuant to the advice of counsel. The Sellers will, severally and not jointly, in accordance with each Seller’s Pro Rata Percentage, indemnify, defend and hold harmless the Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the exercise of his reasonable judgment as event that any such Representative Loss is finally adjudicated to have been directly caused by the best interests fraud, gross negligence or willful misconduct of the ShareholdersRepresentative, and the Shareholders’ Representative shall incur no liability to will reimburse the Shareholders with respect to any action taken or suffered by Sellers the Shareholders’ amount of such indemnified Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification or other obligations of the Shareholders under this Section 2.5, including the defense or settlement of any claims and the making of payments with respect thereto, except Loss to the extent resulting from the Shareholders’ Representative’s own attributable to such fraud, gross negligence or willful misconduct. The Shareholders’ If not paid directly to the Representative mayby the Sellers, any such Representative Losses may be recovered by the Representative from (i) the funds in all questions arising the Expense Fund and (ii) any other funds that become payable to the Sellers under this Agreement or any agreement contemplated hereunder, rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Shareholders’ Representative shall not at such time as such amounts would otherwise be liable distributable to the ShareholdersSellers; provided, that while this section allows the Representative to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under this section. The Shareholders shall jointly and severally indemnify foregoing indemnities will survive the Shareholders’ Closing, the resignation or removal of the Representative and hold him harmless for any loss, liability or expense incurred by the Shareholders’ Representative arising out termination of or relating to the Shareholders’ Representative’s actions hereunder so long as the Shareholders’ Representative acted in good faith and without gross negligence or willful misconductthis Agreement.

No Liability; Indemnification. All decisions and actions by Certain Stockholders have entered into an engagement agreement (the Shareholders’ Representative, including, without limitation, any agreement between “Representative Engagement Agreement”) with the ShareholdersStockholders’ Representative to provide direction to the Representative in connection with its services under this Agreement and Parent relating the Representative Engagement Agreement (such Stockholders, including their individual representatives, collectively hereinafter referred to indemnification obligations as the “Advisory Group”). Neither the Stockholders’ Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Shareholders under this Section 2.5(e)Advisory Group (collectively, including the defense or settlement of any claims and the making of payments with respect thereto, “Representative Group”) shall be binding upon all of the Shareholders, and no Shareholder shall have the right liable to object, dissent, protest or otherwise contest the same. The Shareholders’ Representative shall not be liable any Stockholder for any act done or omitted hereunder under this Agreement as Shareholdersthe Stockholders’ Representative while acting in good faith and in the exercise of his reasonable judgment as any act done or omitted pursuant to the best interests of the Shareholders, and the Shareholders’ Representative shall incur no liability to the Shareholders with respect to any action taken or suffered by the Shareholders’ Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification or other obligations of the Shareholders under this Section 2.5, including the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from the Shareholders’ Representative’s own gross negligence or willful misconduct. The Shareholders’ Representative may, in all questions arising under this Agreement or any agreement contemplated hereunder, rely on the advice of counselcounsel shall be conclusive evidence of such good faith. Each Stockholder, severally and for anything donenot jointly in accordance with his, omitted her or suffered in good faith by the Shareholders’ Representative its Pro Rata Share, shall not be liable to the Shareholders. The Shareholders shall jointly and severally indemnify the ShareholdersStockholders’ Representative and hold him harmless for against any loss, liability or expense incurred by without gross negligence or bad faith on the Shareholderspart of the Stockholders’ Representative and arising out of or relating in connection with the acceptance or administration of his duties hereunder. To the extent that any distribution of any portion of the Holdback Amount is made to the Shareholders’ Representative’s actions hereunder so long as Stockholders, the ShareholdersStockholders’ Representative acted may receive reimbursement from the Stockholders directly out of any such distributions that are being made to the Stockholders for any and all expenses, charges and liabilities, including attorneys’ fees, reasonably incurred by the Stockholders’ Representative in good faith the performance or discharge of his rights and obligations under this Agreement. The Stockholders’ Representative may engage counsel, which may include counsel to the Company in connection with the Transactions, and the Company waives any conflict related thereto. Each Stockholder, severally and not jointly in accordance with his, her or its Pro Rata Share, shall indemnify, defend and hold harmless the Representative Group from and against any and all losses, claims, damages, liabilities, fees, costs, expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (collectively, the “Representative Expenses”) incurred without gross negligence or willful misconductmisconduct on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder or under the Representative Engagement Agreement. Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Stockholders at the time of distribution, and third, directly from the Stockholders. The Stockholders acknowledge that the Stockholders’ Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the Transactions. Furthermore, the Stockholders’ Representative shall not be required to take any action unless the Stockholders’ Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Stockholders’ Representative against the costs, expenses and liabilities which may be incurred by the Stockholders’ Representative in performing such actions. The Stockholders’ Representative shall be entitled to: (i) rely upon Section 1.1(a) of the Disclosure Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Stockholder or other party.

No Liability; Indemnification. All decisions and actions by the Shareholders’ Shareholder Representative, including, without limitation, any agreement between the Shareholders’ Shareholder Representative and Parent relating to indemnification obligations of the Shareholders under this Section 2.5(e)8.4, including the defense or settlement of any claims and the making of payments with respect thereto, shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same. The Shareholders’ Shareholder Representative shall not be liable Liable for any act done or omitted hereunder as Shareholders’ Shareholder Representative while acting in good faith and in the exercise of his its reasonable judgment as to the best interests of the Shareholders, and the Shareholders’ Shareholder Representative shall incur no liability Liability to the Shareholders with respect to any action taken or suffered by the Shareholders’ Shareholder Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by him it to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification or other obligations of the Shareholders under this Section 2.5Article VIII, including the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from the Shareholders’ Shareholder Representative’s own gross negligence or willful misconduct. The Shareholders’ Shareholder Representative may, in all questions arising under this Agreement or any agreement contemplated hereunder, rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Shareholders’ Shareholder Representative shall not be liable Liable to the Shareholders. The Shareholders shall jointly and severally indemnify the Shareholders’ Shareholder Representative and hold him it harmless for any loss, liability Liability or expense incurred by the Shareholders’ Shareholder Representative arising out of or relating to the Shareholders’ Shareholder Representative’s actions hereunder so long as the Shareholders’ Shareholder Representative acted in good faith and without gross negligence or willful misconduct.

No Liability; Indemnification. All decisions and actions by the ShareholdersThe Sellers’ Representative, including, without limitation, any agreement between the Shareholders’ Representative and Parent relating to indemnification obligations of the Shareholders under this Section 2.5(e), including the defense or settlement of any claims and the making of payments with respect thereto, shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same. The Shareholders’ Representative shall not be liable for any act done or omitted hereunder as Shareholders’ Representative while acting in good faith and in the exercise of his reasonable judgment as to the best interests of the Shareholders, and the Shareholders’ Representative shall incur no liability to the Shareholders with respect to any action taken or suffered by the Shareholders’ Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification or other obligations of the Shareholders under this Section 2.5, including the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from the Shareholders’ Representative’s own gross negligence or willful misconduct. The Shareholders’ Representative may, in all questions arising under this Agreement or any agreement contemplated hereunder, rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Shareholders’ Representative Agent shall not be liable to any of the ShareholdersSellers for any action taken by the Sellers’ Agent pursuant to this Agreement unless the Sellers’ Agent has acted in bad faith or with gross negligence. The Shareholders Sellers’ Agent is serving in the capacity as exclusive agent of the Sellers hereunder solely for purposes of administrative convenience. The Sellers shall jointly and severally indemnify the ShareholdersSellers’ Agent to the fullest extent permitted by law (i) for all costs and expenses of the Sellers’ Agent incurred in the performance of such Sellers’ Agent’s duties as a member representative, (ii) if the Sellers’ Agent was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or a witness or other participant in, any threatened, pending or completed proceeding (a “Representative Claim”) by reason of (or arising in part out of) any event or occurrence related to the fact that the Sellers’ Agent is or was a member representative, or by reason of any action or inaction on the part of the Sellers’ Agent while serving in such capacity, against any and hold him harmless all expenses (including attorneys’ fees and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any proceeding), judgments, fines and penalties of such Representative Claim, and (iii) any Taxes imposed on the Sellers’ Agent as a result of the actual or deemed receipt of any payments under this Agreement ((i), (ii) and (iii), collectively, the “Representative Expenses”), including all interest, assessments and other charges paid or payable in connection with or in respect of such Representative Expenses. To the extent the Sellers’ Agent is owed any Representative Expenses, Sellers’ Agent shall have the authority to direct Purchaser to pay such Representatives Expenses from any funds owed to the Sellers from the Earn-Out Amount, when payable, with each such Seller responsible for their Pro Rata Share. Notwithstanding the foregoing, in no event shall the Sellers’ Agent be indemnified for any loss, liability Representative Expenses that arise out of the Sellers’ Agent’s gross negligence or expense incurred bad faith or with respect to any proceeding instituted by the ShareholdersSellers’ Representative arising out Agent to enforce or interpret this Agreement, if a court of or relating to competent jurisdiction determines that each of the Shareholdersmaterial assertions made by the Sellers’ Representative’s actions hereunder so long as the Shareholders’ Representative acted Agent in such proceeding was not made in good faith and without gross negligence or willful misconductwas frivolous.

No Liability; Indemnification. All decisions and actions (a) To the maximum extent permissible by applicable law, the Shareholders’ Representative, including, without limitation, any agreement between the Shareholders’ Representative and Parent relating to indemnification obligations of the Shareholders under this Section 2.5(e), including the defense or settlement of any claims and the making of payments with respect thereto, shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same. The Shareholders’ Representative shall not be liable for any act done or omitted hereunder as Shareholders’ Representative while acting in good faith and in the exercise of his reasonable judgment as to the best interests of the Shareholders, and the Shareholders’ Representative shall incur no liability of any kind to the Shareholders any Company Holder or any other Person with respect to any action or inaction taken or suffered failed to be taken, by it or by its agents, in connection with its services as the Shareholders’ Representative, except with respect to its own willful misconduct or gross negligence. Anything in this Agreement to the contrary notwithstanding, in no event shall the Representative be liable under this Agreement, the Escrow Agreement or any of the transactions contemplated hereby to the Company Holders for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), regardless of whether or not any such damages were foreseeable or contemplated and even if the Representative has been advised of the likelihood of such loss or damage, no matter the form of action. The Representative may act in reliance upon any notice, direction, instruction, consent, statement signature believed by it to be genuine and may reasonably assume that such person has proper authorization to sign on behalf of the applicable Company Holder or other documents believed by him to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification or other obligations of the Shareholders under this Section 2.5, including the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from the Shareholders’ Representative’s own gross negligence or willful misconductparty. The Shareholders’ Representative may, in In all questions arising under this Agreement, the Escrow Agreement or any agreement of the transactions contemplated hereunderhereby, the Representative may rely on the advice of counsel, accountants or other skilled persons, and the Representative will not be liable to any Company Holder or any other Person for anything done, omitted or suffered in good faith by the Shareholders’ Representative based on such advice of counsel, accountants or other skilled persons, as the case may be. No provision of this Agreement, the Escrow Agreement or any of the transactions contemplated hereby shall require the Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement, the Escrow Agreement or any of the transactions contemplated hereby or thereby. Furthermore, the Representative shall not be liable required to take any action unless the Shareholders. The Shareholders shall jointly Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Representative against the costs, expenses and severally indemnify the Shareholders’ Representative and hold him harmless for any loss, liability or expense liabilities which may be incurred by the Shareholders’ Representative arising out of or relating to the Shareholders’ Representative’s actions hereunder so long as the Shareholders’ Representative acted in good faith and without gross negligence or willful misconductperforming such actions.