Release from Liability; Indemnification. Agent and its successors and assigns are hereby released and absolved from all liability for failure to enforce collection of the Production Proceeds and from all other responsibility in connection therewith, except the responsibility of each to account to Mortgagor for funds actually received by each. Mortgagor agrees to indemnify and hold harmless Agent (for purposes of this paragraph, the term "AGENT" shall include the directors, officers, partners, employees and agents of Agent and any persons or entities owned or controlled by or affiliated with Agent) from and against all claims, demands, liabilities, losses, damages (including consequential damages), causes of action, judgments, penalties, costs and expenses (including reasonable attorneys' fees and expenses) imposed upon, asserted against or incurred or paid by Agent by reason of the assertion that Agent received, either before or after payment in full of the secured indebtedness, funds from the Production claimed by third persons (and/or funds attributable to sales of Production which (i) were made at prices in excess of the maximum price permitted by applicable law or (ii) were otherwise made in violation of laws, rules, regulations and/or orders governing such sales), and Agent shall have the right to defend against any such claims or actions, employing attorneys of its own selection, and if not furnished with indemnity satisfactory to it, Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by Agent in compromise, satisfaction or discharge of any such claim, action or judgment, and all court costs, attorneys' fees and other expenses of every character expended by Agent pursuant to the provisions of this section shall be a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to Agent and shall bear interest, from the date expended until paid, at the rate described in Section 2.3 hereof. The foregoing indemnities shall not terminate upon the release, foreclosure or other termination of this Mortgage but will survive such release, foreclosure of this Mortgage or conveyance in lieu of foreclosure, or other termination, and the repayment of the secured indebtedness and the discharge and release of this Mortgage and the other documents evidencing and/or securing the secured indebtedness. WITHOUT LIMITATION, IT IS THE INTENTION OF MOR...
Release from Liability; Indemnification. The Stockholders’ Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Stockholders’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Stockholders shall indemnify the Stockholders’ Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, 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 caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Stockholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholders’ Representative from any funds or shares that become payable to the Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Stockholders; provided, that while the Stockholders’ Representative may be paid from the aforementioned sources of funds, this does not relieve the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. 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 Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this Agreement.
Release from Liability; Indemnification. Each Shareholder hereby releases the Shareholders’ Representative from, and each Shareholder agrees to indemnify the Shareholders’ Representative against, liability for any action taken or not taken by the Shareholders’ Representative in his capacity as such (including the expenses referred to in Sections 2.8(b) and 2.8(e) hereof), except for the liability of the Shareholders’ Representative to a Shareholder for loss which such Shareholder may suffer from the willful misconduct or gross negligence of the Shareholders’ Representative in carrying out his duties hereunder or under the other Transaction Documents. The Shareholders’ Representative shall not be liable to any Shareholder, Buyer or their Affiliates, or to any other Person, with respect to any action taken or omitted to be taken by the Shareholders’ Representative in his role as Shareholders’ Representative under or in connection with this Agreement, unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the part of the Shareholders’ Representative, and the Shareholders’ Representative shall not be liable to any Shareholder in the event that, in the exercise of his reasonable judgment, the Shareholders’ Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Buyers against the Shareholders.
Release from Liability; Indemnification. Each Family Member hereby releases the Administrator from, and each Family Member agrees to indemnify the Administrator against, liability for any action taken or not taken by the Administrator in his capacity as such, except for the liability of the Administrator to a Family Member for loss which such Family Member may suffer from the willful misconduct or gross negligence of the Administrator in carrying out his duties hereunder. The Administrator shall not be liable to any Family Member or to any other Person, with respect to any action taken or omitted to be taken by the Administrator in his role as Administrator under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Administrator.
Release from Liability; Indemnification. Mortgagee and its successors and assigns are hereby released and absolved from all liability for failure to enforce collection of the Production Proceeds and from all other responsibility in connection therewith, except the responsibility of each to account to Mortgagor for funds actually received by each. Mortgagor has provided pursuant to the Credit Agreement certain indemnifications for the benefit of the Indemnified Persons that apply also for purposes of this Mortgage.
Release from Liability; Indemnification. Each Stockholder hereby releases the Stockholder Representative from, and each Stockholder, jointly and severally, agrees to indemnify the Stockholder Representative against, liability for any action taken or not taken by the Stockholder Representative in good faith in his capacity as the Stockholder Representative.
Release from Liability; Indemnification. The Securityholders’ Representative shall not be liable to any Securityholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Securityholders’ Representative in his role as Securityholders’ Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Securityholders’ Representative, and the Securityholders’ Representative shall not be liable to any Securityholder in the event that, in the exercise of his reasonable judgment, the Securityholders’ Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Securityholders.
Release from Liability; Indemnification. The Stockholders’ Representative shall not be liable to any Stockholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders’ Representative in his role as Stockholders’ Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders’ Representative, and the Stockholders’ Representative shall not be liable to any Stockholder in the event that, in the exercise of his reasonable judgment, the Stockholders’ Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders.
Release from Liability; Indemnification. All actions by the Stockholder Representative are acknowledged by the parties hereto to be taken by him solely as agent and attorney-in-fact for each Selling Stockholder. Each Selling Stockholder hereby consents and agrees to all actions or omissions taken or omitted to be taken in good faith by the Stockholder Representative pursuant to this Agreement. Each Selling Stockholder hereby releases the Stockholder Representative and his representatives from, and each Selling Stockholder agrees to indemnify and hold harmless the Stockholder Representative and his representatives against, all damages, losses, liabilities, charges, penalties, costs and expenses (including, without limitation, court costs and attorney's fees and expenses) incurred in any claim, action, dispute or proceeding between any such person and any third party (including, without limitation, the Company, the Parent, or the Surviving Corporation or any Affiliate thereof) or otherwise incurred or suffered as a result of or arising out of any action or omission taken or omitted to be taken in good faith by the Stockholder Representative pursuant this Agreement. Each of the Parent and the Surviving Corporation, on behalf of itself and each of its Affiliates, hereby releases the Stockholder Representative from any claim, action or proceeding based on or arising out of any action or omission taken or omitted to be taken in good faith by the Stockholder Representative pursuant to this Agreement. Notwithstanding the foregoing or anything to the contrary herein, nothing in this Section 2.4 shall limit the liability of the Stockholder Representative in his capacity as a Selling Stockholder (and not in his capacity as Stockholder Representative) under Article 9 of this Agreement.
Release from Liability; Indemnification. Each Member hereby releases each Person comprising the Members’ Representative from, and each Member agrees to indemnify each Person comprising the Members’ Representative against, liability for any action taken or not taken by such Person in his or its capacity as such (including the expenses referred to in Sections 2.4(e) and 12.1(e) hereof), except for the liability of such Person to a Member for loss which such Member may suffer from the willful misconduct or gross negligence of such Person in carrying out his or its duties hereunder. No Person comprising the Members’ Representative shall be liable to any Member or to any other Person (other than Buyer), with respect to any action taken or omitted to be taken by the Members’ Representative in his or its role as Members’ Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Members’ Representative, and no Person comprising the Members’ Representative shall be liable to any Member in the event that, in the exercise of his or its reasonable judgment, such Person believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Buyer against the Members.
