Indemnity Representative Sample Clauses

Indemnity Representative. By approving the Merger at a special meeting of Shareholders or by written consent of the Shareholders, each Shareholder shall irrevocably approve the appointment of ▇▇▇▇▇▇ ▇▇▇▇, in consultation with Sumitomo Corporation, and if ▇▇▇▇▇▇ ▇▇▇▇ is unavailable, Sumitomo Corporation, as the Indemnity Representative hereunder, with full power of substitution and resubstitution, to have all of the powers and authority of the Indemnity Representative hereunder and under the Escrow Agreement with respect to the Escrow, the Escrow Shares and the Escrow Agreement. The Indemnity Representative is not, and shall not be deemed or construed to be, the agent of any party hereto or of any Shareholder or of any Indemnitee with respect to the Indemnity Representative's rights, powers, duties and obligations hereunder and under the Escrow Agreement, and Indemnity Representative shall have no fiduciary or other obligation to any such person arising from its appointment as Indemnity Representative hereunder. The Indemnity Representative shall not be liable to any party hereto, to any Shareholder or to any Indemnitee for any acts or omissions taken within the scope of the Indemnity Representative's authority hereunder and under the Escrow Agreement, whether or not such acts or omissions are negligent, grossly negligent, willful or otherwise. Under no circumstances shall the Indemnity Representative have any liability to the Shareholders, the Company, RealNetworks, the Surviving Corporation, or the Escrow Agent, for the exercise of his or its business judgment, in his or its respective sole and absolute discretion.