Common use of Release from Liability; Indemnification Clause in Contracts

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 Shareholder hereby releases Letter of Transmittal shall provide that 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 ShareholdersStockholders’ Representative shall not be liable to any Shareholder, Buyer or their Affiliates, Security Holder or to any other Person, with respect to any action taken or omitted to be taken by the ShareholdersStockholders’ Representative in his its role as ShareholdersStockholders’ Representative under or in connection with this Agreement, unless such action or omission results from or arises out of fraud, gross negligence, fraud or willful misconduct or bad faith on the part of the ShareholdersStockholders’ Representative, and the ShareholdersStockholders’ Representative shall not be liable to any Shareholder Security Holder in the event that, in the exercise of his its reasonable judgment, the ShareholdersStockholders’ Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Buyers Parent or Merger Sub against the ShareholdersSecurity Holders. Parent and Merger Sub acknowledge and agree that the Stockholders’ Representative is party to this Agreement solely for purposes of serving as the “Stockholders’ Representative” and that no claim shall be brought by or on behalf of Parent or Merger Sub against the Stockholders’ Representative with respect to this Agreement or the Transactions (other than any claim against the Stockholders’ Representative in its capacity as a Stockholder) (it being understood that any covenant or agreement that requires performance by the “parties” or a “party” at or prior to the Closing shall not be deemed to require performance by the Stockholders’ Representative unless performance by the Stockholders’ Representative is expressly provided for in such covenant or agreement).

Release from Liability; Indemnification. Each Shareholder hereby releases the Shareholders’ Representative from, and each Shareholder agrees to indemnify the Shareholders’ Representative against, liability to such Shareholder 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(eSection 9.1(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 Ancillary Documents. The Shareholders’ Representative shall not be liable to any Shareholder, Buyer or their Affiliates, Shareholder or to any other PersonPerson (other than Buyer), 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 gross negligence 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 or its 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 Buyer against the Shareholders.

Release from Liability; Indemnification. Each Selling Shareholder hereby releases the Shareholders’ respective Shareholders Representative from, and each Selling Shareholder agrees agrees, jointly and severally with the other respective Selling Shareholders holding the same Companies Shares, to indemnify indemnify, defend and hold harmless the Shareholders’ respective Shareholders Representative against(including any Losses incurred, liability for as such Losses are incurred) for, arising out of or in connection with the acceptance or administration of the respective Shareholders Representative’s duties hereunder or any action taken or not taken by the Shareholders’ Representative him, her or it in his his, her or its capacity as such agent (including the legal costs and expenses referred to of defending such Shareholders Representative against any claim or liability (and all actions, claims, proceedings and investigations in Sections 2.8(brespect thereof) and 2.8(e) hereofin connection with, caused by or arising out of, directly or indirectly, the performance of such Shareholders Representative’s duties hereunder), except for the liability of the Shareholders’ Representative such Shareholders Representative, or any member thereof, to a Selling Shareholder for loss Loss which such Shareholder may holder will suffer from the willful misconduct or gross negligence of the Shareholders’ such Shareholders Representative in carrying out his his, her or its duties hereunder or hereunder. In all questions arising under this Agreement, the other Transaction Documents. The Shareholders’ Representative shall Shareholders Representatives may rely on the advice of counsel, and the Shareholders Representatives will not be liable to any Shareholderthe Selling Shareholders for anything done, Buyer omitted or their Affiliates, or to any other Person, with respect to any action taken or omitted to be taken suffered by the Shareholders’ Representative in his role as Shareholders’ Representative under or in connection with this Agreement, unless Shareholders Representatives based on 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 Shareholdersadvice.

Release from Liability; Indemnification. Each Shareholder The Seller and each Owner hereby releases the ShareholdersSellers’ Representative from, and the Seller and each Shareholder Owner agrees to indemnify the ShareholdersSellers’ Representative against, liability for any action taken or not taken by the ShareholdersSellers’ {N0289150 } Representative in his her capacity as such (including the expenses referred to in Sections 2.8(b) and 2.8(eSection 7.4(e) hereof), except for the liability of the ShareholdersSellers’ Representative to a Shareholder the Seller or an Owner for loss which the Seller or such Shareholder Owner may suffer from the willful misconduct or gross negligence of the ShareholdersSellers’ Representative in carrying out his her duties hereunder or under the other Transaction Documents. The ShareholdersSellers’ Representative shall not be liable to any Shareholder, Buyer or their Affiliates, Seller or to any other PersonPerson (other than Buyer), with respect to any action taken or omitted to be taken by the ShareholdersSellers’ Representative in his her role as Shareholdersthe Sellers’ 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 gross negligence on the part of the ShareholdersSellers’ 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 Shareholder Seller and ILTS hereby releases the ShareholdersSellers’ Representative from, and each Shareholder Seller and ILTS agrees to indemnify the ShareholdersSellers’ Representative against, liability for any action taken or not taken by the ShareholdersSellers’ Representative in his capacity as such (including the expenses referred to in Sections 2.8(b) and 2.8(eSection 11.1(e) hereof), except for the liability of the ShareholdersSellers’ Representative to a Shareholder Seller or ILTS for loss which such Shareholder Seller or ILTS may suffer from the willful misconduct or gross negligence of the ShareholdersSellers’ Representative in carrying out his duties hereunder or under the other Transaction Documentshereunder. The ShareholdersSellers’ Representative shall not be liable to any Shareholder, Buyer Seller or their Affiliates, ILTS or to any other Person, Person with respect to any action taken or omitted to be taken by the ShareholdersSellers’ Representative in his role as ShareholdersSellers’ 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 gross negligence on the part of the ShareholdersSellers’ Representative, and the ShareholdersSellers’ Representative shall not be liable to any Shareholder Seller or ILTS in the event that, in the exercise of his or its reasonable judgment, the ShareholdersSellers’ Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Buyers Buyer against the ShareholdersSellers or ILTS.

Release from Liability; Indemnification. Execution Copy Each Selling Shareholder hereby releases the Shareholders’ respective Shareholders Representative from, and each Selling Shareholder agrees agrees, jointly and severally with the other respective Selling Shareholders holding the same Companies Shares, to indemnify indemnify, defend and hold harmless the Shareholders’ respective Shareholders Representative against(including any Losses incurred, liability for as such Losses are incurred) for, arising out of or in connection with the acceptance or administration of the respective Shareholders Representative’s duties hereunder or any action taken or not taken by the Shareholders’ Representative him, her or it in his his, her or its capacity as such agent (including the legal costs and expenses referred to of defending such Shareholders Representative against any claim or liability (and all actions, claims, proceedings and investigations in Sections 2.8(brespect thereof) and 2.8(e) hereofin connection with, caused by or arising out of, directly or indirectly, the performance of such Shareholders Representative’s duties hereunder), except for the liability of the Shareholders’ Representative such Shareholders Representative, or any member thereof, to a Selling Shareholder for loss Loss which such Shareholder may holder will suffer from the willful misconduct or gross negligence of the Shareholders’ such Shareholders Representative in carrying out his his, her or its duties hereunder or hereunder. In all questions arising under this Agreement, the other Transaction Documents. The Shareholders’ Representative shall Shareholders Representatives may rely on the advice of counsel, and the Shareholders Representatives will not be liable to any Shareholderthe Selling Shareholders for anything done, Buyer omitted or their Affiliates, or to any other Person, with respect to any action taken or omitted to be taken suffered by the Shareholders’ Representative in his role as Shareholders’ Representative under or in connection with this Agreement, unless Shareholders Representatives based on 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 Shareholdersadvice.