Common use of Shareholder Agent; Power of Attorney Clause in Contracts

Shareholder Agent; Power of Attorney. (i) In the event that the Merger is approved by the Company Shareholders, effective upon such vote, and without any further act of any Company Shareholder, the Shareholder Agent shall be appointed as agent and attorney-in-fact for each Company Shareholder to give and receive notices and communications, to authorize delivery to Parent of shares from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Shareholder Agent for the accomplishment of the foregoing. The Shareholder Agent may be changed by the Company Shareholders from time to time upon not less than thirty (30) days' prior written notice to Parent and Escrow Agent; provided that the Shareholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount in the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company Shareholders. (ii) The Shareholder Agent shall not be liable for any act done or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Agent and hold the Shareholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Agent.

Shareholder Agent; Power of Attorney. (i) In At the event that the Merger is approved by the Company ShareholdersClosing, effective upon such vote, and without any further act of any Company Shareholder, the Shareholder Agent CNI (Attention: Xxxxxx X. XxxXxxxxxxxx) shall be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each Company Shareholder of HBF, for and on behalf of Shareholders of HBF, to give and receive notices and communications, to authorize delivery to Parent of shares from the Escrow Fund in satisfaction of claims by Parent, communications to object to such deliveriesPurchaser's assertion of its Set-off Right and Direct Right, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Shareholder Agent for the accomplishment of the foregoing. The Shareholder Agent Such agency may be changed by the Company former Shareholders of HBF from time to time upon not less than thirty (30) days' days prior written notice to Parent and Escrow AgentPurchaser; provided that the Shareholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount in the Escrow Fund Shareholders' shares agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow FundShareholders' shares. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company ShareholdersShareholders of HBF. (ii) The Shareholder Agent shall not be liable for any act done or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Company former Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Agent and hold the Shareholder Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Agent.

Shareholder Agent; Power of Attorney. (i) In the event that the Merger is approved by the Company Shareholdersshareholders of Target, effective upon such vote, and without any further act of any Company Shareholdershareholder, the Shareholder Agent Xxxxxxx Xxxxx shall be appointed as agent and attorney-in-fact (the "SHAREHOLDER AGENT") for each Company Shareholder of Target (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under the California Code), for and on behalf of shareholders of Target, to give and receive notices and communications, to authorize delivery to Parent Acquiror of shares of Acquiror Common Stock from the Escrow Fund in satisfaction of claims by ParentAcquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. The Shareholder Agent Such agency may be changed by the Company Shareholders shareholders of Target from time to time upon not less than thirty (30) days' 30 days prior written notice to Parent and Escrow AgentAcquiror; provided PROVIDED, HOWEVER, that the Shareholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount in the Escrow Fund agree to such removal and to the identity of the substituted Shareholder agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company Shareholdersshareholders of Target. (ii) The Shareholder Agent shall not be liable for incur any act done liability with respect to any action taken or suffered by him or omitted hereunder as Shareholder Agent while acting in good faith and in any act done or suffered or omitted hereunder pursuant to the exercise advice of reasonable judgmentcounsel shall be conclusive evidence of such good faith. The Company Shareholders Shareholder Agent may, in all questions arising hereunder, rely on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify advice of counsel and for anything done, omitted or suffered in good faith by the Shareholder Agent and hold based on such advice, the Shareholder Agent harmless shall not be liable to anyone. The Shareholder Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement or the Escrow Agreement against any lossthe Shareholder Agent (iii) The Shareholder Agent shall have reasonable access to information about Target and the reasonable assistance of Target's officers and employees for purposes of performing its duties and exercising its rights hereunder, liability or expense incurred without negligence or bad faith on the part of provided that the Shareholder Agent shall treat confidentially and arising out of not disclose any nonpublic information from or about Target to anyone (except on a need to know basis to individuals who agree in connection with the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Agentwriting to treat such information confidentially).

Shareholder Agent; Power of Attorney. (i) In the event that the Merger is approved by the Company Shareholders, effective upon such vote, and without any further act of any Company Shareholder, the Shareholder Agent Teh-Xxxxx Xxx shall be appointed as agent and attorney-in-fact (the “Shareholder Agent”) for each Company Shareholder and on behalf of the Escrow Participants, to give and receive notices and communications, to authorize delivery to Parent Acquirer of shares cash from the Escrow Fund in satisfaction of claims by ParentAcquirer, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. The Shareholder Agent Such agency may be changed by the Company Shareholders Escrow Participants from time to time upon not less than thirty (30) days' days prior written notice to Parent Acquirer and Escrow the Shareholder Agent; provided provided, however, that the Shareholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount in the Escrow Fund agree to such removal and to the identity of the a substituted agentShareholder Agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his its services. Notices or communications to or from the Shareholder Agent pursuant to Section 9.1 hereof shall constitute notice to or from each of the Company Shareholdersshareholders of the Company. (ii) The Shareholder Agent shall not be liable for incur any act done liability with respect to any action taken or suffered by it or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders Shareholder Agent may, in all questions arising hereunder, rely on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify advice of counsel or other appropriate advisors and for anything done, omitted or suffered in good faith by the Shareholder Agent and hold based on such advice, the Shareholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the shall not be liable to anyone. The Shareholder Agent undertakes to perform such duties and arising out of only such duties as are specifically set forth in this Agreement and no implied covenants or in connection with obligations shall be read into this Agreement or the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by Voting Agreements against the Shareholder Agent.

Shareholder Agent; Power of Attorney. (i) In At the event that the Merger is approved by the Company ShareholdersClosing, effective upon such vote, and without any further act of any Company Shareholder, the Shareholder Agent CNI (Attention: Xxxxxx X. XxxXxxxxxxxx) shall be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each Company Shareholder of FAS, for and on behalf of Shareholders of FAS, to give and receive notices and communications, to authorize delivery to Parent of shares from the Escrow Fund in satisfaction of claims by Parent, communications to object to such deliveriesPurchaser's assertion of its Set-off Right and Direct Right, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Shareholder Agent for the accomplishment of the foregoing. The Shareholder Agent Such agency may be changed by the Company former Shareholders of FAS from time to time upon not less than thirty (30) days' days prior written notice to Parent and Escrow AgentPurchaser; provided that the Shareholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount in the Escrow Fund Shareholders' shares agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow FundShareholders' shares. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company ShareholdersShareholders of FAS. (ii) The Shareholder Agent shall not be liable for any act done or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Company former Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Agent and hold the Shareholder Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Agent.

Shareholder Agent; Power of Attorney. (i) In the event that the Merger is approved by the Company Shareholdersapproved, effective upon such vote, and without any further act of any Company Shareholdershareholder, the Shareholder Agent Xxxxxxx Xxxxxxxxx shall be appointed as agent and attorney-in-fact (the "SHAREHOLDER AGENT") for each shareholder of the Company Shareholder (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Shareholder Agent for the accomplishment of the foregoing. The Shareholder Agent Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than thirty (30) days' days prior written notice to Parent and Escrow AgentParent; provided that the Shareholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount in the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his its services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company Shareholdersshareholders of the Company. (ii) The Shareholder Agent shall not be liable for any act done or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders of the Company Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally on a pro rata basis (based on the Aggregate Parent Common Stock to which such shareholders are entitled) indemnify the Shareholder Agent and hold the Shareholder Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith willful misconduct on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Agent.

Shareholder Agent; Power of Attorney. (i) In the event that the Merger is approved by the Company Shareholders, effective upon such voteapproval, and without any further act of any Company Shareholder, the Shareholder Agent shall be appointed as agent and attorney-in-fact for each Company Shareholder Shareholder, for and on behalf of each such Company Shareholder, to give and receive notices and communications, to authorize delivery to Parent any Indemnified Person of shares from the Escrow Fund in satisfaction of claims by Parentan Indemnified Person, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. The Shareholder Agent may resign upon written notice to Parent and Escrow Agent. The Shareholder Agent may be changed or replaced by the Company Shareholders from time to time upon not less than thirty (30) days' prior written notice to Parent and Escrow Agent; provided that the Shareholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount in the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company Shareholders. (ii) The Shareholder Agent shall not be liable for any act done or omitted hereunder as the Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Agent and hold the Shareholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Agent.

Shareholder Agent; Power of Attorney. (i) In the event that the Merger is approved by the Company Shareholders, effective upon such vote, and without any further act of any Company Shareholder, the each Shareholder Agent shall be appointed as agent and attorney-in-fact for each Company Shareholder Shareholder, for and on behalf of each such Company Shareholder, to give and receive notices and communications, to authorize delivery to Parent of shares from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Shareholder Agent for the accomplishment of the foregoing. The Shareholder Agent may be changed by the Company Shareholders from time to time upon not less than thirty (30) days' prior written notice to Parent and Escrow Agent (which notice shall set forth the effective date of the change in Shareholder Agent and the name, notice information and specimen signature of the new Shareholder Agent); provided that the a Shareholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount in the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company Shareholders. (ii) The Shareholder Agent shall not be liable for any act done or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Agent and hold the Shareholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Shareholder Agent and arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Agent.

Shareholder Agent; Power of Attorney. (i) In the event that the Merger is approved by the Company ShareholdersShareholder, effective upon such vote, and without any further act of any the Company Shareholder, the Shareholder Agent Nai-Yu Pai shall be appointed as agent and attorney-in-fact (the "Shareholder Agent") for each the Company Shareholder Shareholder, for and on its behalf, to give and receive notices and communications, to authorize delivery to Parent New Focus of shares of New Focus Common Share from the Escrow Fund Funds in satisfaction of claims by ParentNew Focus, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. The Shareholder Agent Such agency may be changed by the Company Shareholders Shareholder from time to time upon not less than thirty (30) days' days prior written notice to Parent and Escrow Agent; provided that the Shareholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount in the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow FundNew Focus. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company ShareholdersShareholder. (ii) The Shareholder Agent shall not be liable for incur any act done liability with respect to any action taken or suffered by him or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders Shareholder Agent may, in all questions arising hereunder, rely on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify advice of counsel and for anything done, omitted or suffered in good faith by the Shareholder Agent and hold based on such advice, the Shareholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the shall not be liable to anyone. The Shareholder Agent undertakes to perform such duties and arising out of only such duties as are specifically set forth in this Agreement and no implied covenants or in connection with the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by obligations shall be read into this Agreement against the Shareholder Agent. (iii) The Shareholder Agent shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Shareholder Agent shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially).

Shareholder Agent; Power of Attorney. (ia) In the event that the Merger is approved by the Company Shareholders, effective upon such voteapproval, and without any further act of any Company Shareholder, Xxxx Xxxxxxxx (the "Shareholder Agent Agent") shall be be, and hereby is, appointed as agent and attorney-in-fact for each Company Shareholder, for and on behalf of each such Company Shareholder to give and receive notices and communications, to authorize delivery to Parent any Indemnified Person of shares from the Escrow Fund in satisfaction of claims by Parentan Indemnified Person, to execute stock powers on behalf of such Company Shareholders as required by the Escrow Agreement, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. The Shareholder Agent may resign upon written notice to RIMG and Escrow Agent. The Shareholder Agent may be changed or replaced by the Company Shareholders from time to time upon not less than thirty (30) days' prior written notice to Parent RIMG and Escrow Agent; provided that the Shareholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount in the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company Shareholders. (iib) The Shareholder Agent shall not be liable for any act done or omitted hereunder as the Shareholder Agent while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Agent and hold the Shareholder Agent harmless against any loss. (c) A decision, liability act, consent or expense incurred without negligence or bad faith on the part instruction of the Shareholder Agent with respect to the matters contemplated by this Section 9 shall constitute a decision of all the Company Shareholders and arising out shall be final, binding and conclusive upon each of such Company Shareholders, and the Escrow Agent and RIMG may rely upon any such decision, act, consent or instruction of the Shareholder Agent as being the decision, act, consent or instruction of each Company Shareholder. The Escrow Agent and RIMG are hereby relieved from any liability to any Person for any acts done by them in connection accordance with the acceptance such decision, act, consent or administration instruction of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Agent.

Shareholder Agent; Power of Attorney. (i) In the event that If the Merger is approved by the Company Shareholdersshareholders of the Company, effective upon such vote, and without any further act of any Company Shareholdershareholder, the Shareholder Agent Xxxxxxxx X. Xxxxxxxx shall be appointed as agent and attorney-in-fact for and on behalf of the Company Shareholders (the “Shareholders Agent”) for each Company Shareholder (except shareholders, if any, as shall have perfected their appraisal or dissenters’ rights under applicable Law), for and on behalf of Company Shareholders, to give and receive notices and communications, to authorize delivery to Parent of cash and shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveriesclaims, to agree to, negotiate, negotiate and enter into settlements and compromises ofof claims, to demand, prosecute and demand defend arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Agent for the accomplishment of the foregoing. The Shareholder Agent Such agency may be changed by the Company Shareholders from time to time upon not less than thirty fifteen (3015) calendar days' ’ prior written notice to Parent and Escrow AgentParent; provided provided, however, that the Shareholder Agent may not be removed unless holders of a two-thirds majority in interest of the Escrow Amount in the Escrow Fund agree to such removal and to the identity of the substituted agentremoval. Any vacancy in the position of Shareholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Agent, and the Shareholder Agent shall not receive compensation for his services. Notices or communications to or from the Shareholder Agent shall constitute notice to or from each of the Company ShareholdersShareholder. (ii) The Shareholder Agent shall not be liable have any liability for any act done action taken or suffered by him or omitted hereunder as Shareholder Agent while acting in good faith and in the exercise of reasonable judgmentfaith. The Company Shareholders Shareholder Agent may, in all questions arising hereunder, rely on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify advice of counsel and the Shareholder Agent and hold shall not be liable to anyone for anything done, omitted or suffered in good faith by the Shareholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith based on the part of the such advice. The Shareholder Agent undertakes to perform such duties and arising out of only such duties as are specifically set forth in this Agreement and no implied covenants or in connection with the acceptance or administration of the Shareholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by obligations shall be read into this Agreement against the Shareholder Agent. (iii) The Shareholder Agent shall have reasonable access to information about the Company, the Surviving Corporation and Parent and the reasonable assistance of the officers and employees of the Surviving Corporation and Parent for purposes of performing its duties and exercising its rights hereunder. The Shareholder Agent shall hold in strict confidence, and shall not disclose any nonpublic information from or about the Company or Parent (including information obtained in the course of any arbitration, in discovery pursuant to Section 8.2(g)(ii) or pursuant to this Section 8.2(h)(iii) or concerning the Escrow Fund (including information concerning the existence, details, status or outcome of any claim or objection under this Article VIII)), to anyone (except to individuals who reasonably need to know such information for the purpose of enabling the Shareholder Agent to respond to a claim or to pursue an objection and who are ethically bound to confidentiality or who have agreed in writing to the same confidentiality obligations and disclosure restrictions applicable to the Shareholder Agent).