Authority; Indemnification Sample Clauses

Authority; Indemnification. Each Stockholder agrees that the Purchaser, the Merger Sub and the Surviving Corporation shall be entitled to rely on any action taken by the Stockholder Representative, on behalf of such Stockholder, pursuant to Section 13.01(b) above (an “Authorized Action”), and that each Authorized Action shall be binding on each Stockholder as fully as if such Stockholder had taken such Authorized Action. The Purchaser and the Merger Sub agree that the Stockholder Representative, as the Stockholder Representative, shall have no liability to the Purchaser and the Merger Sub for any Authorized Action, except that the Stockholder Representative shall not be relieved of liability to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraud or willful misconduct by the Stockholder Representative. Each Stockholder hereby severally (allocated according to the allocation of the Merger Consideration among the Stockholders), for itself only and not jointly and severally, agrees to indemnify and hold harmless the Stockholder Representative against all fees, costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Stockholder Representative (and not paid by the Purchaser) in connection with any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact it is or was acting as the Stockholder Representative of any Stockholder pursuant to the terms of this Agreement pursuant to the terms of this Agreement.

Authority; Indemnification. (a) Employee represents and warrants that Employee is not currently subject to any restrictive covenant, any other restriction on employment, or any confidentiality agreement with any prior employer or other party except as already disclosed to Employer. Employee shall indemnify and hold Employer harmless with respect to any and all claims, causes of action, damages and liability of any kind whatsoever, including reasonable attorneys’ fees and costs, successfully brought by a third party arising out of any acts taken by Employee which violate any such restrictive covenant, other restriction on employment, or confidentiality agreement. (b) Employee shall be entitled to indemnification in accordance with the applicable provisions of Employer’s charter documents and any indemnification agreement to which Employee is, or may become, a party.

Authority; Indemnification. Each of the Sellers agrees that Buyer, Merger Sub and the Surviving Company shall be entitled to rely on any action taken by the Sellers’ Representative without independent inquiry into the capacity of the Sellers’ Representative to so act, on behalf of such Seller, pursuant to Section 8.02 (an “Authorized Action”), and that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of any Seller. Buyer and Merger Sub agree that the Sellers’ Representative shall have no liability to Buyer and Merger Sub for any Authorized Action, except to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraud or willful breach. All actions, notices, communications and determinations by the Sellers’ Representative to carry out such functions shall conclusively be deemed to have been authorized by, and shall be binding upon, the Sellers. The Sellers’ Representative will at all times be entitled to rely on any directions received from the Required Holders; provided, however, that the Sellers’ Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Sellers’ Representative based upon any such direction. Each Seller hereby severally, for itself only and not jointly and severally, agrees to indemnify and hold harmless the Sellers’ Representative and its partners, members, officers, managers, directors, employees, agents or representatives (collectively, the “Sellers’ Representative Group”) against all reasonable costs and expenses and all Losses incurred by the Sellers’ Representative Group in connection with, or arising out of, any actions taken or omitted to be taken in the Sellers’ Representative’s capacity as the Sellers’ Representative hereunder (except for those arising out of the Sellers’ Representative’s fraud or willful breach), including the costs of responding to indemnity claims or from assuming the defense of Third Party Claims. The Sellers' Representative (for the Sellers’ Representative Group) shall be entitled to full reimbursement for all expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Sellers’ Representative in such capacity (or any of its officers, managers, dir...

Authority; Indemnification. Buyer shall be entitled to conclusively rely, without inquiry, on any action taken by the Representative, on behalf of the Payees, pursuant to Section 16.13(b) (each, an “Authorized Action”), and each Authorized Action shall be binding on each Payee as fully as if such Person had taken such Authorized Action. Buyer (i) is hereby relieved from any liability to any Person for acts done by Buyer in accordance with any such Authorized Action and (ii) agrees that the Representative, as the Representative, shall have no liability to Buyer for any Authorized Action, except to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraud or bad faith. Each Payee severally, for itself only and not jointly, will indemnify and hold harmless the Representative against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit or proceeding to which the Representative is made a party by reason of the fact it is or was acting as the Representative pursuant to the terms of this Agreement.

Authority; Indemnification. By executing this Agreement, each Seller agrees that the Purchaser and the Company shall be entitled to rely on any action taken by the Representative, on behalf of such Seller, pursuant to Section 14.01(b) above (an "Authorized Action"), and that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Each Seller ratifies and confirms everything done in such Seller's name by the Representative under this Agreement. The Purchaser agrees that the Representative, as the Representative, shall have no liability to the Purchaser for any Authorized Action, except to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraud or a Willful Breach. Each Seller (in accordance with its Pro Rata Portion) hereby severally, for itself only and not jointly and severally, agrees to indemnify and hold harmless the Representative against all fees, costs, expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit or proceeding to which the Representative is made a party by reason of the fact it is or was acting as the Representative pursuant to the terms of this Agreement.

Authority; Indemnification. Each Seller agrees that Buyer shall be entitled to rely on any action taken by the Seller Representative, on behalf of such Seller, pursuant to Section 10.02 above (an "Authorized Action"), and that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that the Seller Representative, as the Seller Representative, shall have no liability to Buyer for any Authorized Action, except to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraud or willful misconduct. Each Seller hereby severally, for itself only and not jointly and severally, agrees to indemnify and hold harmless the Seller Representative against all expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Seller Representative in connection with any action, suit or proceeding to which the Seller Representative is made a party by reason of the fact it is or was acting as the Seller Representative pursuant to the terms of this Agreement or the Holdback Agreement and any expenses incurred by the Seller Representative in connection with the performance of its duties hereunder.

Authority; Indemnification. To the fullest extent permitted by law, the Authority shall defend, indemnify and hold harmless the Company and each of its respective directors, partners, shareholders, managers, members, representatives, agents and employees from and against any and all claims, obligations, litigation, defenses, suits, liens, judgments, costs, damages, losses and expenses whatsoever or however described, including but not limited to, reasonable attorney fees, expert fees and court costs which may now or in the future be undertaken, suffered paid, awarded, assessed, imposed, asserted or otherwise incurred by the Company, and each of its respective directors, partners, shareholders, managers, members, representatives, agents and employees at any time arising in whole or in part from the Authority’s actions or negligence while the Authority or its employees, agents or contractors use the AGC Property or the Easement Property pursuant to the access allowed by this Agreement, excepting any claims, suits, liens, judgments, damages, losses and expenses caused by the actions or negligence of the Company, its employees, agents or contractors. In the event the Company requires defense and/or indemnification under this Agreement, the Authority agrees that the Company may select legal representation of its own choosing, upon the prior written consent and approval of the Authority, which will not be unreasonably denied, delayed or conditioned.

Authority; Indemnification. Each Stockholder agrees that Buyer, Merger Sub and Surviving Corporation shall be entitled to rely on any action taken by the Stockholder Representative, on behalf of such Stockholder, pursuant to Section 10.02 above (an “Authorized Action”), and that each Authorized Action shall be binding on each Stockholder as fully as if such Stockholder had taken such Authorized Action. Buyer and Merger Sub agree that the Stockholder Representative, as the Stockholder Representative, shall have no liability to Buyer and Merger Sub for any Authorized Action, except to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraud or willful misconduct. Each Stockholder hereby severally, for itself only and not jointly and severally, agrees to indemnify and hold harmless the Stockholder Representative against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Stockholder Representative in connection with any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact it is or was acting as the Stockholder Representative pursuant to the terms of this Agreement.

Authority; Indemnification. Buyer shall be entitled to rely on any action taken by the Representative, pursuant to Section 14.16(b) (each, an “Authorized Action”), and each Authorized Action shall be binding on the Blocker Seller and each Designated Unitholder as fully as if such Person had taken such Authorized Action. B▇▇▇▇ agrees that the Representative, as the Representative, shall have no liability to Buyer for any Authorized Action, except to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted actual fraud or willful misconduct. The Blocker Seller and each Designated Unitholder severally in accordance to its Unitholder Percentage, and not jointly or jointly and severally, will indemnify, reimburse and hold harmless the Representative against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any Proceeding to which the Representative is made a party by reason of the fact that the Representative is or was acting as the Representative pursuant to the terms of this Agreement.