Common use of Authority; Indemnification Clause in Contracts

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. Buyer Each Seller agrees that the Purchaser, the Merger Sub and the Surviving Company shall be entitled to conclusively rely, without inquiry, rely on any action taken by the Representative, on behalf of the Payeessuch Seller, pursuant to Section 16.13(b10.01(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Payee Seller as fully as if such Person Seller 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 The Purchaser and (ii) agrees the Merger Sub agree that the Representative, as the Representative, shall have no liability to Buyer the Purchaser and the 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 bad faithwillful misconduct. Each Payee severallySeller hereby severally (based on such Seller’s Residual Percentage), for itself only and not jointlyjointly and severally, will agrees to indemnify and hold harmless the Representative against all fees, costs and 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.