Reliance by Majority Shareholders' Representative Clause Samples

Reliance by Majority Shareholders' Representative. A Majority Shareholders' Representative shall be entitled to rely, and shall be fully protected in relying, upon any statements furnished to it by any Majority Shareholder or the Purchaser, or any other evidence deemed by such Majority Shareholders' Representative to be reliable, and such Majority Shareholders' Representative shall be entitled to act on the advice of counsel selected by it. A Majority Shareholders' Representative shall be fully justified in failing or refusing to take any action under this Agreement, the other Transaction Documents and the Confidentiality Agreement unless it shall have received such advice or concurrence of the Majority Shareholder(s) that designated such Majority Shareholders' Representative as it deems appropriate or it shall have been expressly indemnified to its satisfaction by such Majority Shareholder(s) severally according to their respective Percentage Ownership against any and all liability and expense that such Majority Shareholders' Representative may incur by reason of taking or continuing to take any such action. A Majority Shareholders' Representative shall in all cases be fully protected in acting, or refraining from acting, under this Agreement, the other Transaction Documents and the Confidentiality Agreement in accordance with a request of the Majority Shareholders that designated such Majority Shareholders' Representative, and such request, and any action taken or failure to act pursuant thereto, shall be binding upon such Majority Shareholder.