Compensation; Exculpation; Indemnity Sample Clauses
The "Compensation; Exculpation; Indemnity" clause defines the parties' rights and obligations regarding financial responsibility, protection from liability, and reimbursement for losses. Typically, this clause outlines how one party will compensate another for damages or losses, limits the liability of certain parties for specific actions or omissions, and requires one party to indemnify or hold harmless the other against third-party claims. Its core function is to allocate risk between the parties, ensuring that financial burdens and liabilities are clearly assigned and that parties are protected from unforeseen claims or damages arising from the agreement.
Compensation; Exculpation; Indemnity. (a) Except as set forth in Section 14.1 and any agreement among the Stockholders’ Representative and the Stockholders, the Stockholders’ Representative shall not be entitled to any fee, commission or other compensation for the performance of its service hereunder.
(b) In dealing with this Agreement, the Escrow Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Stockholders’ Representative hereunder or thereunder, (i) the Stockholders’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Stockholder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, the Escrow Agreement or any other Transaction Document, except in the event of liability directly resulting from the Stockholders’ Representative’s Fraud, gross negligence or willful misconduct, and (ii) the Stockholders’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Stockholders’ Representative pursuant to such advice shall in no event subject the Stockholders’ Representative to liability to any Stockholder except in the event of liability directly resulting from the Stockholders’ Representative’s gross negligence or willful misconduct. Except as set forth in the previous sentence, in the absence of Fraud and other than in respect of breach or non-fulfillment of any covenants or agreements hereunder, the Stockholders’ Representative, in its role as Stockholders’ Representative, shall have no liability whatsoever to the Company, the Parent, Merger Sub or any other Person.
(c) Each Stockholder, severally (but not jointly), shall indemnify, defend and hold harmless the Stockholders’ Representative, which indemnification shall be paid by such Stockholders pro rata in accordance with the portion of the aggregate amounts received by such Person under Article IV, against all actual losses, penalties, fines, forfeitures, actions, fees, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and all expenses of document location, duplication and shipment and the amount of any judgment against it, of any nature whatsoever (collectively, the “Stockholders’ Representati...
Compensation; Exculpation; Indemnity. (a) The Selling Members’ Representative will not be entitled to any fee, commission or other compensation for the performance of its service hereunder, but will be entitled to the payment by the Selling Members of all of its out-of-pocket expenses incurred as Selling Members’ Representative.
(b) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Selling Members’ Representative hereunder or thereunder, (i) the Selling Members’ Representative will not assume any, and will incur no, liability whatsoever to any Selling Members because of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement; (ii) the Selling Members’ Representative will be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue; and (iii) the Selling Members shall jointly and severally indemnify the Selling Members’ Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Selling Members’ Representative and arising out of or in connection with the acceptance or administration of his duties hereunder.
Compensation; Exculpation; Indemnity. (a) The Stockholders’ Representative will not be entitled to any fee, commission or other compensation for the performance of its service hereunder, but will be entitled to the payment of all of its out-of-pocket expenses incurred as Stockholders’ Representative.
(b) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Stockholders’ Representative hereunder or thereunder, (i) the Stockholders’ Representative will not assume any, and will incur no, Liability whatsoever to any Stockholder because of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement INCLUDING BECAUSE OF THE STOCKHOLDERS’ REPRESENTATIVE’S OWN NEGLIGENCE and (ii) the Stockholders’ Representative will be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Stockholders’ Representative pursuant to such advice will not subject the Stockholders’ Representative to Liability to any Acquired Entity, Parent, or any other Person.
Compensation; Exculpation; Indemnity. 61 12.03 Removal and Replacement of Seller Representative; Successor Seller Representative; Action by Seller Representative............... 61 12.04 Reliance; Limitation as to Acquiror, Acquiror Sub and the Surviving Corporation................................................ 62
Compensation; Exculpation; Indemnity. (a) The Shareholders Representative is not entitled to any fee, commission or other compensation for the performance of its service hereunder.
(b) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Shareholders Representative hereunder or thereunder, (i) the Shareholders Representative shall not assume any, and shall not incur any, liability whatsoever to any Shareholder because of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, including such errors, acts or omissions attributable to the Shareholders Representative’s own negligence and (ii) the Shareholders Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Shareholders Representative pursuant to such advice shall not subject the Shareholders Representative to liability to any Shareholder.
Compensation; Exculpation; Indemnity. The Target Representative will not be entitled to any fee, commission or other compensation for the performance of its service hereunder, but will be entitled to the payment by Target Members of all of its out-of-pocket expenses incurred as Target Representative. In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Target Representative hereunder or thereunder, (i) the Target Representative will not assume any, and will incur no, liability whatsoever to any Target Member because of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement or INCLUDING BECAUSE OF THE TARGET REPRESENTATIVE’S OWN NEGLIGENCE; and (ii) the Target Representative will be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Target Representative pursuant to such advice will not subject the Target Representative to liability to Purchaser, the Targets or any other person.
Compensation; Exculpation; Indemnity. 59 12.6 Removal and Replacement of Representative; Successor Representative; Action by Representative. . . . . . . . . . . . . . . . . . . . . . . . .60 12.7 Reliance; Limitation as to Parent, Sub and the Surviving Corporation. . .60
Compensation; Exculpation; Indemnity
Compensation; Exculpation; Indemnity. (a) The Selling Members’ Representative will not be entitled to any fee, commission or other compensation for the performance of its service hereunder, but will be entitled to the payment by the Selling Members of all of its out-of-pocket expenses incurred as Selling Members’ Representative.
(b) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Selling Members’ Representative hereunder or thereunder, (i) the Selling Members’ Representative will not assume any, and will incur no, liability whatsoever to any Selling Members because of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement; (ii) the Selling Members’ Representative will be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue; and (iii) the Selling Members shall jointly and severally indemnify the Selling Members’ Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Selling Members’ Representative and arising out of or in connection with the acceptance or administration of his duties hereunder.
Compensation; Exculpation; Indemnity