Indemnification of Representative. Each Holder agrees and acknowledges that in performing the functions specified in the Merger Agreement, the Representative will not be liable to any Holder for any loss or damages it may suffer by reason of the performance by the Representative of its duties under the Merger Agreement, other than loss or damage arising from willful violation of the law or gross negligence in the performance of its duties under the Merger Agreement. Each Holder, severally in accordance with its respective Pro Rata Percentage, agrees to indemnify and hold harmless the Representative for any loss or damage arising from the performance of its duties as Representative under the Merger Agreement, including, without limitation, the cost of any accounting firm or legal counsel retained by the Representative, but excluding any loss or damage arising from willful violation of the law or gross negligence in the performance of its duties under the Merger Agreement and further agrees that such Holder will, upon receipt of any Earnout Amount received, immediately pay over the appropriate amount of such Earnout Amount received in respect of such loss or damage. Each Holder holding more than 5% of the outstanding Common Stock of the Company (a "5% STOCKHOLDER"), assuming that all shares of Series A Preferred Stock of the Company were converted to Common Stock of the Company, and treating all Common Stock of the Company owned by affiliated entities as owned by a single stockholder for purposes of determining whether such Holder holds more than 5% of the outstanding Common Stock of the Company, agrees to lend to the Representative such 5% Stockholder's pro rata portion of $150,000 (the "EXPENSE RESERVE") based upon such 5% Stockholder's holdings of Common Stock of the Company, assuming such conversion, to be held and used by the Representative in performing its duties hereunder, it being understood that (i) such loan will be repaid by the Representative to such 5% Stockholders on a pro rata basis out of and to the extent of any Earnout Amount, if any, paid to Holders under the Merger Agreement upon termination of the Representative's duties under the Merger Agreement and (ii) the Representative shall have no obligation to repay any of the Expense Reserve to such 5% Stockholders. Each Holder agrees to such repayment arrangements.
Indemnification of Representative. The Representative shall not be liable to Transferor with respect to any action or omission taken or omitted to be taken by the Representative pursuant to the authority granted under this Article X, except for any action or omission constituting the Representative’s gross negligence or bad faith. Transferor shall severally indemnify the Representative against any Damages (except such as result from the gross negligence or bad faith of the Representative) that the Representative suffers or incurs in connection with any action or omission by the Representative pursuant to the authority granted hereby.
Indemnification of Representative. COMPANY shall defend, indemnify, or settle, and hold REPRESENTATIVE harmless for liability resulting from REPRESENTATIVE'S sale of COMPANY Products, but only if the Products and all component parts thereof are manufactured or assembled by COMPANY, and remain in the form in which they were originally manufactured or assembled, and provided that COMPANY is promptly notified of the claim in writing, and is given complete authority and information required for the defense of same. Provided, however, that COMPANY shall not be responsible for any cost, expense, fee, or compromise incurred or made by REPRESENTATIVE without COMPANY'S prior written consent. ARTICLE 14 - DISCLAIMER OF ALL WARRANTIES
Indemnification of Representative. The Representative shall not be liable to any Transferor with respect to any action or omission taken or omitted to be taken by the Representative pursuant to the authority granted under this Article X, except for any action or omission constituting the Representative’s gross negligence or bad faith. Each Transferor shall severally indemnify the Representative against any Damages (except such as result from the gross negligence or bad faith of the Representative) that the Representative suffers or incurs in connection with any action or omission by the Representative pursuant to the authority granted hereby. Each Transferor shall bear its Pro Rata Portion of such Damages, and if the Representative is entitled to recover such Damages under this Agreement and under one or more Affiliate Transfer Agreements, then all Transferors and Affiliated Transferors, as applicable, shall bear their respective pro rata portions of such Damages in proportion to the percentages set forth on Section 2.3 of the Transferor Disclosure Schedule.
Indemnification of Representative. The Purchasers jointly and severally agree to indemnify the Representative, its Affiliates, and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnitee") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the fees and disbursements of counsel to the Representative, which may be imposed on, incurred by, or asserted against any Indemnitee in any way relating to or arising out of this Agreement or any Control Agreement or the transactions contemplated hereby or thereby or any action taken or omitted by any Indemnitee in connection with any of the foregoing; provided that no Purchaser shall be liable to any Indemnitee for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from such Indemnitee's gross negligence or willful misconduct.
Indemnification of Representative. Nothing in this Agreement is intended, and nothing in this Agreement shall be interpreted as, imposing upon the Representative, as Representative, any personal liability, personal economic obligation, or personal guarantee in favor of any party to this Agreement or any third party. The stockholders of the Company, by approving this Agreement and the transactions contemplated hereby, agree to severally indemnify and hold the Representative harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of Representative, arising out of or in connection with carrying out his duties hereunder, including the costs and expenses of defending himself against any claim of liability in connection with the exercise or performance of any of his powers or duties hereunder (including reasonable fees, expenses and disbursements of his counsel).
Indemnification of Representative. Each Stockholder shall severally indemnify and hold any Person serving as the Representative harmless from and against any Damages (except as result from such Person’s bad faith, gross negligence or willful misconduct) that such Person may suffer or incur in connection with any action taken by such Person as the Representative. Each Stockholder shall bear its pro-rata portion of such Damages. No Person serving as Representative shall be liable to any Stockholder with respect to any action or omission taken or omitted to be taken by the Representative pursuant to this ARTICLE XI, except for such Person’s gross negligence or willful misconduct. No Representative shall be responsible in any manner whatsoever for any failure or inability of Parent or Merger Sub, or of anyone else, to honor any of the provisions of this Agreement. The Representative shall be fully protected by the Stockholders in acting on and relying upon any written notice, direction, request, waiver, notice, consent, receipt or other paper or document which they in good faith believe to be genuine and to have been signed or presented by the proper party or parties. The Representative shall not be liable to the Stockholders for any error of judgment, or any act done or step taken or omitted by any of them in good faith or for any mistake in fact or law, or for anything which any of them may do or refrain from doing in connection herewith, except for their own bad faith, willful misconduct or gross negligence. The Representative may seek the advice of legal counsel, engage experts or otherwise incur reasonable expenses in the event of any dispute or question as to the construction of any of the provisions of this Agreement or their duties hereunder, and they shall incur no liability to Stockholders with respect to any action taken, omitted or suffered by them in good faith in accordance with the opinion of such counsel or experts. The Stockholders shall severally, on a pro rata basis in accordance with their ownership of Company Common Stock, hold the Representative harmless from and against any and all such expenses, and, in addition to any and all other remedies available, the Representative shall have the right to set-off against any amounts due to the Stockholders.
Indemnification of Representative. Each Member, severally and not jointly, on a pro rata basis based on his respective Pro Rata Share, indemnifies the Representatives and his agents and holds the Representatives and their respective agents harmless against any Loss incurred in good faith by or on behalf of the Representatives and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representatives.
Indemnification of Representative. The Representative will receive no compensation for services as the Representative; provided, however, that the Representative shall be entitled to reimbursement of its expenses from the Equityholder Representative Fund. Each Equityholder severally and not jointly, on a pro rata basis based on their respective Percentage Shares, indemnifies the Representative and its agents and holds the Representative and its agents harmless against any Loss incurred in good faith by or on behalf of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative.
Indemnification of Representative. Apptivo shall indemnify, defend or settle any third party claim brought against Representative, its directors, officers, agents, and affiliates against any liability, loss, costs, or damages, each finally awarded, to the extent arising out of or related to (a) a breach by Apptivo of any representations or warranties relating to the Apptivo Services sold by Representative in compliance with the terms of this Agreement or (b) Apptivo’s gross negligence or willful misconduct; provided that Representative will (a) promptly notify Apptivo in writing of such claim, action or proceeding, (b) give Apptivo sole control over the defense and/or settlement of such claim, action or proceeding, and (c) reasonably cooperate and provide all available information, assistance and authority to defend or settle the claim, action or proceeding.
