Common use of Representative Capacities; Application of Escrow Clause in Contracts

Representative Capacities; Application of Escrow. The Parties acknowledge that the Representative shall have no personal responsibility in his capacity as Representative, and that all recovery by any Parent Indemnitee in respect of any matter relating to this Agreement or the Transactions shall be limited to the Escrow Shares. Out-of-pocket expenses of the Representative for attorneys’ fees and other costs shall be reimbursed in accordance with the terms of the Member/Blocker Owner Acknowledgment Agreement. The Parties further acknowledge that all actions to be taken by the Parent Indemnitees pursuant to this Article IX shall be taken on their behalf by the Committee in accordance with the provisions of the Escrow Agreement. The Escrow Agent, pursuant to a joint written direction of the Parties or a final and non-appealable order of a Governmental Entity directing the taking of such action, may apply all or a portion of the Escrow Shares, as appropriate, to satisfy claims for indemnification pursuant to this Article IX. The Escrow Agent will hold the remaining portion of the Escrow Shares until final resolution of all claims for indemnification or disputes relating thereto. Notwithstanding anything to the contrary contained herein, the Representative shall have no liability to the Company or any Member thereof, any Blocker Entity, any Party hereto or any Parent Indemnitee for any action taken or omitted to be taken hereunder, unless such liability is determined by a judgment or a court of competent jurisdiction to have resulted from the willful misconduct of the Representative. The Surviving Company shall defend, indemnify and hold harmless the Representative for all losses, damages, costs and expenses (including reasonable attorney’s fees and costs of investigation) arising out of or in connection with, the performance by the Representative of its duties and obligations under this Agreement and the Escrow Agreement, unless such liability is determined by a judgment or a court of competent jurisdiction to have resulted from the willful misconduct of the Representative.

Representative Capacities; Application of Escrow. The Parties parties acknowledge that the Representative’s obligations under this Article VIII are solely as a representative of the Shareholders in the manner set forth in the Escrow Agreement and that the Representative shall have no personal responsibility for any expenses incurred by him in his capacity as Representative, and that all recovery by any Parent Indemnitee in respect of any matter relating to this Agreement or the Transactions shall be limited to the Escrow Sharessuch capacity. Out-of-pocket expenses of the Representative for attorneys’ fees and other costs shall be reimbursed borne in accordance the first instance by Parent, which may make a claim for reimbursement thereof against the Escrow Amounts upon the claim with respect to which such expenses are incurred becoming an Established Claim (as defined in the terms of the Member/Blocker Owner Acknowledgment Escrow Agreement). The Parties parties further acknowledge that all actions to be taken by the Parent Indemnitees pursuant to this Article IX VIII shall be taken on their behalf by the Committee Parent’s board of directors (or any committee thereof) in accordance with the provisions of the Escrow AgreementAgreement and Section 1.12(a). The Escrow Agent, pursuant to a joint written direction of the Parties or a final and non-appealable order of a Governmental Entity directing Escrow Agreement after the taking of such actionClosing, may apply all or a portion of the Escrow SharesAmounts, as appropriate, to satisfy claims for indemnification pursuant to this Article IXVIII. The Escrow Agent will hold the remaining portion of the Escrow Shares Amounts, until final resolution of all claims for indemnification or disputes relating thereto. Notwithstanding anything to the contrary contained herein, the Representative shall have no liability to the Company Company, Noble, or any Member thereof, any Blocker Entity, any Party hereto stockholder thereof or any Parent Indemnitee party hereto for any action taken or omitted to be taken hereunder, unless such liability is determined by a judgment or a court of competent jurisdiction to have resulted from the gross negligence, or willful misconduct of the Representative. The Surviving Each of the Company and Noble shall defend, indemnify indemnify, and hold harmless the Representative for all losses, damages, costs costs, and expenses (including reasonable attorney’s fees and costs of investigation) arising out of or in connection with, the performance by the Representative of its duties and obligations under this Agreement and the Escrow Agreement, unless such liability is determined by a judgment or a court of competent jurisdiction to have resulted from the gross negligence, or willful misconduct of the Representative.

Representative Capacities; Application of Escrow. The Parties acknowledge that the Representative’s obligations under this Article VII are solely as a representative of the Sellers in the manner set forth in the Indemnity Escrow Agreement and that the Representative shall have no personal responsibility for any expenses incurred by it in his capacity as Representative, and that all recovery by any Parent Indemnitee in respect of any matter relating to this Agreement or the Transactions shall be limited to the Escrow Sharessuch capacity. Out-of-pocket expenses of the Representative for attorneys’ fees and other costs shall be reimbursed borne in accordance the first instance by Parent, which may make a claim for reimbursement thereof against the Indemnity Escrow Fund upon the claim with respect to which such expenses are incurred becoming an Established Claim (as defined in the terms of the Member/Blocker Owner Acknowledgment Indemnity Escrow Agreement). The Parties further acknowledge that all actions to be taken by the Parent Indemnitees Indemnified Parties pursuant to this Article IX VII shall be taken on their behalf by the Committee in accordance with the provisions of the Indemnity Escrow Agreement. The Escrow Agent, pursuant to a joint written direction of the Parties or a final and non-appealable order of a Governmental Entity directing the taking of such action, may apply all or a portion of the Escrow Shares, as appropriate, to satisfy claims for indemnification pursuant to this Article IX. The Escrow Agent will hold the remaining portion of the Escrow Shares until final resolution of all claims for indemnification or disputes relating thereto. Notwithstanding anything to the contrary contained herein, the Representative shall have no liability to the Company or any Member thereof, any Blocker Entity, any Party hereto Stockholder or any Parent Indemnitee party hereto for any action taken or omitted to be taken hereunder, unless such liability is determined by a final and non-appealable judgment or of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Representative. The Surviving Company shall defend, indemnify and hold harmless the Representative for all losses, damages, costs and expenses (including reasonable attorney’s fees and costs of investigation) arising out of or in connection with, the performance by the Representative of its duties and obligations under this Agreement and the Escrow Agreement, unless such liability is determined by a final and non-appealable judgment or of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Representative.

Representative Capacities; Application of Escrow. The Parties parties acknowledge that the Representative’s obligations under this Article VII are solely as a representative of the Shareholders in the manner set forth in the Indemnity Escrow Agreement and that the Representative shall have no personal responsibility for any expenses incurred by him in his capacity as Representative, and that all recovery by any Parent Indemnitee in respect of any matter relating to this Agreement or the Transactions shall be limited to the Escrow Shares. Out-of-pocket expenses of the Representative for attorneys’ fees and other costs shall be reimbursed in accordance with the terms of the Member/Blocker Owner Acknowledgment Agreementsuch capacity. The Parties parties further acknowledge that all actions to be taken by the Parent Indemnitees pursuant to this Article IX VII shall be taken on their behalf by the Committee Parent in accordance with the provisions of the Indemnity Escrow Agreement. The Escrow AgentContinental, pursuant to a joint written direction of the Parties or a final and non-appealable order of a Governmental Entity directing Indemnity Escrow Agreement after the taking of such actionClosing, may apply all or a portion of the Indemnity Escrow Shares, as appropriate, to satisfy claims for indemnification pursuant to this Article IXVII. The Escrow Agent Continental will hold the remaining portion of the Indemnity Escrow Shares Shares, until final resolution of all claims for indemnification or disputes relating thereto. Notwithstanding anything to the contrary contained herein, the Representative shall have no liability to the Company or any Member thereof, any Blocker Entity, any Party hereto or any Parent Indemnitee Shareholder for any action taken or omitted to be taken hereunder, unless such liability is determined by a judgment or a court of competent jurisdiction to have resulted from the gross negligence, or willful misconduct of the Representative. The Surviving Company Shareholders shall defend, indemnify and hold harmless the Representative for all losses, damages, costs and expenses (including reasonable attorney’s fees and costs of investigation) arising out of or in connection with, the performance by the Representative of its duties and obligations under this Agreement and the Escrow Agreement, unless such liability is determined by a judgment or a court of competent jurisdiction to have resulted from the gross negligence, or willful misconduct of the Representative.

Representative Capacities; Application of Escrow. The Parties acknowledge that the Representative’s obligations under this ARTICLE VII are solely as a representative of the Company’s shareholders in the manner set forth in the Escrow Agreement and that the Representative shall have no personal responsibility for any expenses incurred by him in his capacity as Representative, and that all recovery by any Parent Indemnitee in respect of any matter relating to this Agreement or the Transactions shall be limited to the Escrow Sharessuch capacity. Out-of-pocket expenses of the Representative for attorneys’ fees and other costs costs, including the cost of assuming defense, compromise or settlement of the Third-Party Claim pursuant to Section 7.2(b), shall be reimbursed borne in accordance with the terms first instance by Parent, which may make a claim for reimbursement thereof as part of the Member/Blocker Owner Acknowledgment Agreementits Losses. The Parties parties further acknowledge that all actions to be taken by Parent or the Parent Indemnitees pursuant to this Article IX ARTICLE VII or the Escrow Agreement shall be taken on their behalf by the Committee in accordance with the provisions of the Escrow AgreementCommittee. The Escrow Agent, pursuant to a joint written direction of the Parties or a final and non-appealable order of a Governmental Entity directing Escrow Agreement after the taking of such actionClosing, may first shall apply all or a portion of the Escrow Shares, as appropriate, to satisfy claims for indemnification pursuant to this Article IXARTICLE VII. The Escrow Agent will hold the any remaining portion of the Escrow Shares until final resolution of all claims for indemnification or disputes relating theretosubmitted prior to the date that is two (2) years after the Closing. Notwithstanding anything to the contrary contained herein, the Representative shall have no liability to Parent, the Company Company, NewCo or any Member thereof, any Blocker Entity, any Party hereto or any Parent Indemnitee NewCo Shareholder for any action taken or omitted to be taken hereunder, unless such liability is determined by a judgment or a court of competent jurisdiction to have resulted from the gross negligence, or willful misconduct of the Representative. The Surviving Company Parent shall defend, indemnify and hold harmless the Representative for all losses, damages, costs and expenses (including reasonable attorney’s fees and costs of investigation) arising out of or in connection with, the performance by the Representative of its duties and obligations under this Agreement and the Escrow Agreement, unless such liability is determined by a judgment or a court of competent jurisdiction to have resulted from the gross negligence, or willful misconduct of the Representative.