Common use of NON-LIABILITY/INDEMNIFICATION Clause in Contracts

NON-LIABILITY/INDEMNIFICATION. The H&Q Representative shall not be liable for any act or omission while acting in good faith and in the exercise of its own best judgment. The H&Q Representative shall have the right to consult with counsel at the expense of the H&Q Parties whenever any question arises concerning the Agreement and shall incur no liability for any delay reasonably required to obtain such advice of counsel. The H&Q Representative shall not be liable for the alteration, modification or elimination of any right permitted or given under the instructions set forth in this Agreement, a Joint Written Instruction and/or in any document deposited under the Agreement pursuant to any Statute of Limitations or by reason of laches. The H&Q Representative shall have no further responsibility or liability whatsoever to any or all of the H&Q Parties and the Buyers following a partial or complete distribution of the Covered Securities and any funds to be received for disbursement to the H&Q Parties pursuant to this Agreement. The H&Q Representative shall not incur any liability with respect to any act or omission in reliance upon any document, including any written notice or instruction provided for in this Agreement. In performing its obligations hereunder, the H&Q Representative shall be entitled to presume, without inquiry, the due execution, validity and effectiveness of all documents it receives, and also the truth and accuracy of any information contained therein. The H&Q Representative shall not be responsible or liable for any diminution of principal of the Covered Securities and any funds to be received for disbursement to the H&Q Parties pursuant to this Agreement or any interest penalty, whatsoever, for any reason. The H&Q Parties agree, jointly and severally, to indemnify and hold harmless the H&Q Representative from any liability, cost, or expense whatsoever, including, but not limited to, attorney's fees incurred by reason of accepting the appointment under this Agreement and acting in accordance with the terms hereof.

NON-LIABILITY/INDEMNIFICATION. The H&Q Buyers' Representative shall not be liable for any act or omission while acting in good faith and in the exercise of its own best judgment. The H&Q Buyers' Representative shall have the right to consult with counsel at the expense of the H&Q Parties Buyers whenever any question arises concerning the Agreement and shall incur no liability for any delay reasonably required to obtain such advice of counsel. The H&Q Buyers' Representative shall not be liable for the alteration, modification or elimination of any right permitted or given under the instructions set forth in this Agreement, a Joint Written Instruction and/or in any document deposited under the Agreement pursuant to any Statute of Limitations or by reason of laches. The H&Q Buyers' Representative shall have no further responsibility or liability whatsoever to any or all of the H&Q Parties and the Buyers following a partial or complete distribution of the Covered Securities and any funds to be received for disbursement to the H&Q Parties Representative pursuant to this Agreement. The H&Q Buyers' Representative shall not incur any liability with respect to any act or omission in reliance upon any document, including any written notice or instruction provided for in this Agreement. In performing its obligations hereunder, the H&Q Buyers' Representative shall be entitled to presume, without inquiry, the due execution, validity and effectiveness of all documents it receives, and also the truth and accuracy of any information contained therein. The H&Q Buyers' Representative shall not be responsible or liable for any diminution of principal of the Covered Securities and any funds to be received for disbursement to the H&Q Representative on behalf of the H&Q Parties pursuant to this Agreement or any interest penalty, whatsoever, for any reason. The H&Q Parties Buyers agree, jointly and severally, to indemnify and hold harmless the H&Q Buyers' Representative from any liability, cost, or expense whatsoever, including, but not limited to, attorney's fees incurred by reason of accepting the appointment under this Agreement and acting in accordance with the terms hereof. The provisions in this Section 2(c) shall be for the benefit of Buyers' Representative solely in its capacity as Buyers' Representative and not for the Company's benefit in any other capacity under this Agreement.

NON-LIABILITY/INDEMNIFICATION. The H&Q Representative shall not be liable for any act or omission while acting in good faith and in the exercise of its own best judgment. The H&Q Representative shall have the right to consult with counsel at the expense of the H&Q Parties whenever any question arises concerning the Agreement and shall incur no liability for any delay reasonably required to obtain such advice of counsel. The H&Q Representative shall not be liable for the alteration, modification or elimination of any right permitted or given under the instructions set forth in this Agreement, a Joint Written Instruction and/or in any document deposited under the Agreement pursuant to any Statute of Limitations or by reason of laches. The H&Q Representative shall have no further responsibility or liability whatsoever to any or all of the H&Q Parties and the Buyers following a partial or complete distribution of the Covered Securities and any funds to be received for disbursement to the H&Q Parties pursuant to this Agreement. The H&Q Representative shall not incur any liability with respect to any act or omission in reliance upon any document, including any written notice or instruction provided for in this Agreement. In performing its obligations hereunder, the H&Q Representative shall be entitled to presume, without inquiry, the due execution, validity and effectiveness of all documents it receives, and also the truth and accuracy of any information contained therein. The H&Q Representative shall not be responsible or liable for any diminution of principal of the Covered Securities and any funds to be received for disbursement to the H&Q Parties pursuant to this Agreement or any interest penalty, whatsoever, for any reason. The H&Q Parties agree, jointly and severally, to indemnify and hold harmless the H&Q Representative from any liability, cost, or expense whatsoever, including, but not limited to, attorney's ’s fees incurred by reason of accepting the appointment under this Agreement and acting in accordance with the terms hereof.

NON-LIABILITY/INDEMNIFICATION. The H&Q Buyers’ Representative shall not be liable for any act or omission while acting in good faith and in the exercise of its own best judgment. The H&Q Buyers’ Representative shall have the right to consult with counsel at the expense of the H&Q Parties Buyers whenever any question arises concerning the Agreement and shall incur no liability for any delay reasonably required to obtain such advice of counsel. The H&Q Buyers’ Representative shall not be liable for the alteration, modification or elimination of any right permitted or given under the instructions set forth in this Agreement, a Joint Written Instruction and/or in any document deposited under the Agreement pursuant to any Statute of Limitations or by reason of laches. The H&Q Buyers’ Representative shall have no further responsibility or liability whatsoever to any or all of the H&Q Parties and the Buyers following a partial or complete distribution of the Covered Securities and any funds to be received for disbursement to the H&Q Parties Representative pursuant to this Agreement. The H&Q Buyers’ Representative shall not incur any liability with respect to any act or omission in reliance upon any document, including any written notice or instruction provided for in this Agreement. In performing its obligations hereunder, the H&Q Buyers’ Representative shall be entitled to presume, without inquiry, the due execution, validity and effectiveness of all documents it receives, and also the truth and accuracy of any information contained therein. The H&Q Buyers’ Representative shall not be responsible or liable for any diminution of principal of the Covered Securities and any funds to be received for disbursement to the H&Q Representative on behalf of the H&Q Parties pursuant to this Agreement or any interest penalty, whatsoever, for any reason. The H&Q Parties Buyers agree, jointly and severally, to indemnify and hold harmless the H&Q Buyers’ Representative from any liability, cost, or expense whatsoever, including, but not limited to, attorney's ’s fees incurred by reason of accepting the appointment under this Agreement and acting in accordance with the terms hereof. The provisions in this Section 2(c) shall be for the benefit of Buyers’ Representative solely in its capacity as Buyers’ Representative and not for the Company’s benefit in any other capacity under this Agreement.