Indemnification of Stockholders’ Representative. Except as contemplated pursuant to Section 5.1(e), the Stockholders Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment by the Company Stockholders of all its expenses incurred as the Stockholders Representative. In connection with this Agreement, and any Ancillary Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Stockholders Representative hereunder (i) the Stockholders Representative shall incur no responsibility whatsoever to any Company Stockholder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with any such Ancillary Agreement, excepting only responsibility for any act or failure to act which represents 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 Company Stockholders. Each of the Company Stockholders shall indemnify, pro rata based upon such Person’s Pro Rata Share, the Stockholders Representative against all Losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claims whatsoever), arising out of or in connection with any Claim or in connection with any appeal thereof, relating to the acts or omissions of the Stockholders Representative hereunder or otherwise in his capacity as the Stockholders Representative. The foregoing indemnification shall not apply in the event of any Claim which finally adjudicates the liability of the Stockholders Representative hereunder for its gross negligence or willful misconduct. In the event of any indemnification hereunder, upon written notice from the Stockholders Representative to the Company Stockholders as to the existence of a deficiency toward the payment of any such indemnification amount, each of the Company ...
Indemnification of Stockholders’ Representative. The Stockholders’ Representative shall incur no liability to the Stockholders or the Escrow Agents or any other person with respect to any action taken or suffered by him in reliance upon any note, direction, instruction, consent, statement or other documents reasonably believed by the Stockholders’ Representative to be genuinely and duly authorized by at least a Majority in Interest of the Stockholders (or the successors or assigns thereto), nor for other action or inaction taken or omitted in good faith in connection herewith or with the Escrow Agreement, in any case except for liability to the Stockholders for its own gross negligence or willful misconduct. The Stockholders’ Representative shall be indemnified by the Stockholders for and shall be held harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Stockholders’ Representative as the Stockholders’ Representation and not as a Stockholder arising out of or in connection with his performance under this Agreement and the Escrow Agreement. This indemnification shall survive the termination of this Agreement. For all purposes hereunder, a “Majority in Interest” of the Stockholders shall be determined on the basis of the Stockholder Allocations. The Stockholders’ Representative may, in all questions arising under this Agreement and the Escrow Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholders’ Representative in accordance with such advice, the Stockholders’ Representative shall not be liable to the Stockholders or the Escrow Agents or any other Person.
Indemnification of Stockholders’ Representative. Stockholders’ Representative may act upon any instrument or other writing believed by Stockholders’ Representative in good faith to be genuine and to be signed or presented by the proper Person and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Agreement, except for its own willful default or gross negligence. Stockholders’ Representative shall be, and hereby is, indemnified and held harmless, jointly and severally, by each Stockholder (other than a holder of Dissenting Shares), and each Warrant Holder and each Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, from all losses, costs and expenses (including attorneys’ fees) that may be incurred by Stockholders’ Representative as a result of Stockholders’ Representative’s performance of its duties under this Agreement; provided that Stockholders’ Representative shall not be entitled to indemnification for losses, costs or expenses that result from any action taken or omitted by Stockholders’ Representative as a result of its own willful default or gross negligence.
Indemnification of Stockholders’ Representative. The Stockholders’ Representatives may act upon any instrument or other writing believed by the Stockholders’ Representatives in good faith to be genuine and to be signed or presented by the proper person and shall not be liable in connection with the performance by him of his duties pursuant to the provisions of this Agreement, except for his own willful default or gross negligence. The Stockholders’ Representatives shall be, and hereby are, indemnified and held harmless, jointly and severally, by the Stockholders from all losses, costs and expenses (including attorneys’ fees) that may be incurred by the Stockholders’ Representatives as a result of the Stockholders’ Representatives’ performance of their duties under this Agreement and the Merger Agreement; provided that a Stockholders’ Representative shall not be entitled to indemnification for losses, costs or expenses that result from any action taken or omitted by such Stockholders’ Representative as a result of his willful default or gross negligence; and provided, further, that each Stockholder’s obligation to indemnify the Stockholders’ Representatives under this Agreement and the Merger Agreement shall be limited to, and payable only from, each Stockholder’s pro rata interest in the Escrow Fund and cash available, if any, to the Stockholders under the Escrow Agreement. The Escrow Agent shall from time to time pay such Stockholders’ Representatives’ costs and expenses, to the extent required by the preceding sentence.
Indemnification of Stockholders’ Representative. The Stockholders do hereby jointly and severally agree to indemnify and hold the Stockholders' Representative harmless from and against any and all liability, loss, cost, damage or expense (including without limitation fees and expenses of legal counsel) reasonably incurred or suffered as a result of the performance of Stockholders' Representative's duties under this Agreement except for actions constituting gross negligence or willful misconduct.
Indemnification of Stockholders’ Representative. The ----------------------------------------------- Stockholders' Representative shall not be personally liable for any actions or decisions taken or made in good faith in managing or discharging its duties hereunder in accordance with the terms hereof, except in the case of gross negligence or willful misconduct. The stockholders of IDRC and the IDRC Optionholders shall indemnify and hold harmless the Stockholders' Representative against any and all Damages suffered or incurred by the Stockholders' Representative in managing or discharging his duties hereunder.
Indemnification of Stockholders’ Representative. The letter of transmittal contemplated by Article II hereof shall provide that each Vowel Stockholder shall severally indemnify the Stockholders’ Representative and each of its members or managers against any Liabilities of any kind or nature whatsoever (except such as result from willful misconduct by such person) that the Stockholders’ Representative may suffer or incur in connection with any action or omission of such member as a member of the Stockholders’ Representative. The Liabilities contemplated in this Section 8.4 shall be satisfied exclusively out of the Escrow Account, net of any insurance proceeds actually received by the Stockholders’ Representative (after taking into account any deductibles, retention amounts and/or any costs or expenses incurred in obtaining such insurance proceeds). The Stockholders’ Representative shall not be liable to any Vowel Stockholder for any Liabilities (except such Liabilities as result from the Stockholders’ Representative’s gross negligence or willful misconduct) with respect to any action or omission taken or omitted to be taken by the Stockholders’ Representative pursuant to this ARTICLE VIII.
Indemnification of Stockholders’ Representative. The Stockholders and Option Holders severally shall indemnify and hold harmless and shall promptly pay or reimburse the Stockholders’ Representative from and against any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Stockholders’ Representative arising out of or resulting from any action taken or omitted to be taken by the Stockholders’ Representative in its capacity as such, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Stockholders’ Representative’s gross negligence, bad faith or willful misconduct. In addition to any other remedies available to it, including as provided in Section 10.04, the Stockholders’ Representative shall be entitled to apply and/or set off any such unpaid or unreimbursed liabilities, costs or expenses due to it from the Stockholders and Option Holders from any amounts payable to the Stockholders and Option Holders under the terms of the Escrow Agreement.
Indemnification of Stockholders’ Representative. The Purchaser, the Parent, the Surviving Corporation and the Stockholders shall severally indemnify and save harmless the Stockholders' Representative from and against any and all liability, including all expenses reasonably incurred in its defense and all costs and expenses reasonably incurred in enforcing its right to indemnification hereunder, to which the Stockholders' Representative shall be subject by reason of any action taken or omitted to be taken, except as may result from the Stockholders' Representative's gross negligence or willful misconduct; provided, however, that such indemnification shall not apply to any actions taken or omitted in the Stockholders' Representative's capacity as a Stockholder. This Section 10.6 shall survive the termination of this Agreement.
Indemnification of Stockholders’ Representative. The Stockholders’ Representative may act upon any instrument or other writing believed by the Stockholders’ Representative in good faith to be genuine and to be signed or presented by the proper person and shall not be liable in connection with the performance by him of his duties pursuant to the provisions of the Escrow Agreement, except for his own willful misconduct or gross negligence. The Stockholders’ Representative shall be, and hereby is, indemnified and held harmless, jointly and severally, by the Stockholders from all losses, costs and expenses (including attorneys’ fees) that may be incurred by the Stockholders’ Representative as a result of the Stockholders’ Representative’s performance of his duties under this Agreement and the Escrow Agreement, provided that the Stockholders’ Representative shall not be entitled to indemnification for losses, costs or expenses that result from any action taken or omitted by the Stockholders’ Representative as a result of his willful misconduct or gross negligence. The Stockholders’ Representative Escrow Amount, plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by Martek after the Effective Time with respect to the Stockholders’ Representative Escrow Amount, will be deposited with and will be held by First Union National Bank (or another institution acceptable to the Company and the Stockholders’ Representative) as escrow agent for the Stockholders’ Representative Escrow Fund, such deposit to constitute an escrow fund (the “Stockholders’ Representative Escrow Fund”) to be governed by the terms set forth in an escrow agreement to be agreed to by the Company and the Stockholders’ Representative.
