Common use of Actions; Indemnification Clause in Contracts

Actions; Indemnification. All decisions and actions by the Representative, including without limitation any agreement between the Representative and MatrixOne or the Payment and Escrow Agent relating to indemnification obligations of the Noteholders and Stockholders under Article VIII, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Noteholders and Stockholders, and their respective successors, and no Noteholders or Stockholders, or any of their respective successors, shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall incur no liability to the Noteholders or Stockholders, or any of their respective successors, with respect to any action taken or suffered by the Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Noteholders and Stockholders under Article VIII, including the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from the Representative’s own willful misconduct or gross negligence. The Representative may, in all questions arising under this Agreement or the PE&E Agreement, rely on the advice of counsel, and shall not be liable to the Noteholders or Stockholders, or any of their respective successors, for anything done, omitted or suffered in good faith by the Representative. The Noteholders and Stockholders shall indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties under this Agreement or the PE&E Agreement. The Representative shall not be entitled to any indemnification hereunder from MatrixOne or the Surviving Corporation. MatrixOne and the PE&E Agent shall be able to rely conclusively on the instructions and decisions of the Representative with respect to the indemnification obligations of the Noteholders and Stockholders under Article VIII, including the defense or settlement of any claims or the making of payments with respect thereto, or as to any other actions required or permitted to be taken by the Representative under this Agreement or the PE&E Agreement, and no party hereunder shall have any cause of action against MatrixOne or the PE&E Agent to the extent MatrixOne or the PE&E Agent has relied upon the instructions or decisions of the Representative.

Actions; Indemnification. All decisions and actions by the Shareholders’ Representative, including without limitation any agreement between the Shareholders’ Representative and MatrixOne ATS or the Payment and Escrow Agent relating to indemnification obligations of the Noteholders and Stockholders Selling Shareholders under Article VIII11, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Noteholders and StockholdersCompany Shareholders, and their respective successors, and no Noteholders or StockholdersCompany Shareholders, or any of their respective successors, shall have the right to object, dissent, protest or otherwise contest the same. The Shareholders’ Representative shall incur no liability Liability to the Noteholders or StockholdersCompany Shareholders, or any of their respective successors, with respect to any action taken or suffered by the Shareholders’ Representative in reliance upon any notice, direction, instruction, consentConsent, statement or other documents believed by the Shareholders’ Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Noteholders and Stockholders Selling Shareholders under Article VIII11, including the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from the Shareholders’ Representative’s own willful misconduct or gross negligence. The Shareholders’ Representative may, in all questions arising under this Agreement or the PE&E Agreementany other Transaction Document, rely on the advice of counsel, and shall not be liable to the Noteholders or StockholdersCompany Shareholders, or any of their respective successors, for anything done, omitted or suffered in good faith by the Shareholders’ Representative. The Noteholders and Stockholders Company Shareholders shall indemnify the Shareholders’ Representative and hold the Shareholders’ Representative harmless against any loss, liability Liability or expense incurred without gross negligence or bad faith on the part of the Shareholders’ Representative and arising out of or in connection with the acceptance or administration of the Shareholders’ Representative’s duties under this Agreement or the PE&E Agreementany other Transaction Document. The Representative shall not be entitled to any indemnification hereunder from MatrixOne or the Surviving Corporation. MatrixOne ATS and the PE&E Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Shareholders’ Representative with respect to the indemnification obligations of the Noteholders and Stockholders Selling Shareholders under Article VIII11, including the defense or settlement of any claims or the making of payments with respect thereto, or as to any other actions required or permitted to be taken by the Shareholders’ Representative under this Agreement or the PE&E Agreementany other Transaction Document, and no party hereunder shall have any cause of action against MatrixOne ATS or the PE&E Escrow Agent to the extent MatrixOne ATS or the PE&E Escrow Agent has relied upon the instructions or decisions of the Shareholders’ Representative.

Actions; Indemnification. All decisions and actions by the Representative, including without limitation any agreement between the Representative and MatrixOne the Buyer or the Payment and Escrow Agent relating to indemnification obligations of the Noteholders Stockholders and Stockholders Optionholders under Article VIII, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Noteholders Stockholders and StockholdersOptionholders, and their respective successors, and no Noteholders Stockholders or StockholdersOptionholders, or any of their respective successors, shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall incur no liability to the Noteholders Stockholders or StockholdersOptionholders, or any of their respective successors, with respect to any action taken or suffered by the Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Noteholders Stockholders and Stockholders Optionholders under Article VIII, including the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from the Representative’s 's own willful misconduct or gross negligence. The Representative may, in all questions arising under this Agreement or the PE&E Payment and Escrow Agreement, rely on the advice of counsel, and shall not be liable to the Noteholders Stockholders or StockholdersOptionholders, or any of their respective successors, for anything done, omitted or suffered in good faith by the Representative. The Noteholders Stockholders and Stockholders Optionholders shall indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s 's duties under this Agreement or the PE&E Payment and Escrow Agreement out of the Representative Fund pursuant to the Payment and Escrow Agreement. The , and the Representative shall not be entitled to any indemnification hereunder from MatrixOne the Stockholders, the Optionholders, the Buyer or the Surviving CorporationCorporation after the Representative Fund has been exhausted. MatrixOne The Buyer and the PE&E Payment and Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative with respect to the indemnification obligations of the Noteholders Stockholders and Stockholders Optionholders under Article VIII, including the defense or settlement of any claims or the making of payments with respect thereto, or as to any other actions required or permitted to be taken by the Representative under this Agreement or the PE&E Payment and Escrow Agreement, and no party hereunder shall have any cause of action against MatrixOne the Buyer or the PE&E Payment and Escrow Agent to the extent MatrixOne the Buyer or the PE&E Payment and Escrow Agent has relied upon the instructions or decisions of the Representative.

Actions; Indemnification. All decisions and actions by the Sellers’ Representative, including without limitation any agreement between the Sellers’ Representative and MatrixOne Buyer or the Payment and Escrow Agent relating to indemnification obligations of the Noteholders and Stockholders Sellers under Article VIII8, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Noteholders and StockholdersSellers, and their respective successors, and no Noteholders or StockholdersSellers, or any of their respective successors, shall have the right to object, dissent, protest or otherwise contest the same. The Sellers’ Representative shall incur no liability to the Noteholders or StockholdersSellers, or any of their respective successors, with respect to any action taken or suffered by the Sellers’ Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers’ Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Noteholders and Stockholders Sellers under Article VIII8, including the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from the Sellers’ Representative’s own willful misconduct or gross negligence. The Sellers’ Representative may, in all questions arising under this Agreement or the PE&E Escrow Agreement, rely on the advice of counsel, and shall not be liable to the Noteholders or StockholdersSellers, or any of their respective successors, for anything done, omitted or suffered in good faith by the Sellers’ Representative. The Noteholders and Stockholders Sellers shall indemnify the Sellers’ Representative and hold the Sellers’ Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Representative and arising out of or in connection with the acceptance or administration of the Sellers’ Representative’s ’ duties under this Agreement or and the PE&E Escrow Agreement. The Representative shall not be entitled to any indemnification hereunder from MatrixOne or the Surviving Corporation. MatrixOne Buyer and the PE&E Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Sellers’ Representative with respect to the indemnification obligations of the Noteholders and Stockholders Sellers under Article VIII8, including the defense or settlement of any claims or the making of payments with respect thereto, or as to any other actions required or permitted to be taken by the Sellers’ Representative under this Agreement or the PE&E Escrow Agreement, and no party hereunder shall have any cause of action against MatrixOne Buyer or the PE&E Escrow Agent to the extent MatrixOne Buyer or the PE&E Escrow Agent has relied upon the instructions or decisions of the Sellers’ Representative.