Common use of Securityholder Representative Clause in Contracts

Securityholder Representative. 7.1 By virtue of the execution and delivery of a Lock-Up/Release Agreement, and without any further action of any of the Company Indemnitors or the Company, each of the Company Indemnitors shall be deemed to have agreed to appoint the Securityholder Representative as their exclusive agent and attorney-in-fact, as their sole and exclusive representative for and on behalf of the Company Indemnitors and to receive and distribute payments, to give and receive notices and communications and otherwise in satisfaction of indemnification claims by any TheMaven Indemnified Party pursuant to Section 5 of this Agreement, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any indemnification claim hereunder or any dispute between any TheMaven Indemnified Party and any Company Indemnitors, in each case relating to this Agreement or the Merger, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Notwithstanding the foregoing, the Securityholder Representative shall have no obligation to act on behalf of the Company Indemnitors, except as expressly provided in this Agreement and, for the avoidance of doubt, there are no obligations of the Securityholder Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. The Securityholder Representative may resign at any time. The immunities and rights to indemnification shall survive the resignation or removal of the Securityholder Representative and the Closing and/or any termination of this Agreement. No bond shall be required of the Securityholder Representative. Other than in connection with any claim pursued by a TheMaven Indemnified Party directly against any Company Indemnitor, notices or communications to or from the Securityholder Representative shall constitute notice to or from the Company Indemnitors. The powers, immunities and rights to indemnification granted to the Securityholder Representative hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Indemnitor and shall be binding on any successor thereto; and (ii) shall survive the delivery of an assignment by any Company Indemnitor of the whole or any fraction of his, her or its interest in the Indemnification Shares. 7.2 The Securityholder Representative may (i) rely and act upon any statement, report or opinion prepared by or any advice received from the auditors, counsel or other professional advisors of the Securityholder Representative, (ii) rely upon any signature believed by him to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Indemnitor or other party. Absent fraud, gross negligence or willful misconduct, neither the Securityholder Representative nor his Representatives shall be responsible or held liable, in each case to any Company Indemnitor for any loss or damage resulting from so relying or from acting in accordance with this Agreement, as the Securityholder Representative. 7.3 A decision, act, consent or instruction of the Securityholder Representative, including an amendment of any provision of this Agreement pursuant to Section 8.12 of this Agreement, shall constitute a decision of the Company Indemnitors and shall be final, binding and conclusive upon the Company Indemnitors and shall be binding on their successors as if expressly confirmed and ratified in writing, and TheMaven may rely upon any such decision, act, consent or instruction of the Securityholder Representative as being the decision, act, consent or instruction of the Company Indemnitors. All defenses which may be available to any Company Indemnitor to contest, negate or disaffirm the action of the Securityholder Representative taken in good faith under this Agreement are waived. TheMaven is hereby relieved from any liability to any person for any acts done by TheMaven in accordance with such decision, act, consent or instruction of the Securityholder Representative. 7.4 Each Company Indemnitor agrees (i) to jointly and severally indemnify and hold harmless the Securityholder Representative from and against any and all losses, claims, damages, costs, judgements, fines, amounts paid in settlement, expenses (including, without limitation, legal fees and expenses on a full indemnity basis, costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) and liabilities (collectively, such losses, claims, damages, costs, expenses and liabilities being the “Indemnified Liabilities”) to which Securityholder Representative may become subject, insofar as such Indemnified Liabilities (or actions, suits, or proceedings, including any inquiry or investigation or claim, in respect thereof) arise out of, in any way relate to, or result from its acting as Securityholder Representative under this Agreement and (ii) to reimburse the Securityholder Representative upon demand for all legal or other expenses, if any, incurred in connection with its acting as Securityholder Representative, other than in the case of fraud, gross negligence or willful misconduct, on condition that the Securityholder Representative has acted in compliance with this Agreement. The Company Indemnitors acknowledge that the Securityholder Representative shall not be required to expend or risk his own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Securityholder Representative shall not be required to take any action unless the Securityholder Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Securityholder Representative against the costs, expenses and liabilities which may be incurred by the Securityholder Representative in performing such actions.

Securityholder Representative. 7.1 By virtue of the execution and delivery of a Lock-Up/Release Agreement(a) Nautic Capital VIII, and without any further action of any of the Company Indemnitors or the Company, each of the Company Indemnitors shall be deemed to have agreed to appoint L.P. is hereby appointed as the Securityholder Representative and as their exclusive the true and lawful agent and attorney-in-fact, as their sole and exclusive representative for and on behalf attorney in fact of the Company Indemnitors and Sellers with full power of substitution to receive and distribute payments, to give and receive notices and communications and otherwise in satisfaction of indemnification claims by any TheMaven Indemnified Party pursuant to Section 5 of this Agreement, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any indemnification claim hereunder or any dispute between any TheMaven Indemnified Party and any Company Indemnitors, in each case relating to this Agreement or the Merger, and to take all other actions that are either (i) necessary or appropriate act jointly in the judgment name, place and stead of the Securityholder Representative for Sellers in connection with the accomplishment of the foregoing or (ii) specifically mandated by Transactions in accordance with the terms of this Agreement. Notwithstanding Without limiting the generality of the foregoing, the Securityholder Representative shall have no obligation full organizational power and authority (but not the obligation) to act on behalf of take all actions under the Company Indemnitors, except as expressly provided in this Agreement and, for the avoidance of doubt, there Transaction Documents that are no obligations of to be taken by the Securityholder Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure ScheduleRepresentative. The Securityholder Representative may resign at take any timeand all actions that it believes are necessary or appropriate under the Transaction Documents, including executing the Transaction Documents as Securityholder Representative, giving and receiving any notice or instruction permitted or required under the Transaction Documents by the Securityholder Representative, interpreting all of the terms and provisions of the Transaction Documents, authorizing payments to be made with respect hereto or thereto, obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of or incurred by the Securityholder Representative in connection with the Transaction Documents, defending, compromising or settling all claims or disputes under this Agreement, conducting negotiations with the Purchaser and its Representatives regarding such claims or disputes, taking any all other actions specified in or contemplated by the Transaction Documents, and engaging counsel, accountants or other representatives in connection with the foregoing matters. The immunities Securityholder Representative shall have the full power and rights authority to interpret all the terms and provisions of the Transaction Documents and to consent to any amendment, supplement or waiver hereof or thereof in its capacity as Securityholder Representative. All acts of the Securityholder Representative hereunder in its capacity as such shall be deemed to be acts on behalf of the Sellers and not of the Securityholder Representative individually. (b) The Securityholder Representative shall have the authority (but not the obligation) to: (i) Receive all notices or documents given or to be given to Securityholder Representative pursuant hereto or to the other Transaction Documents or in connection herewith or therewith and to receive and accept services of legal process in connection with any suit or proceeding arising under this Agreement or the other Transaction Documents; (ii) Engage counsel, and such accountants and other advisors and incur such other expenses in connection with this Agreement or the other Transaction Documents and the transactions contemplated hereby or thereby as the Securityholder Representative may in its sole discretion deem appropriate; and (iii) After the date hereof, take such action as the Securityholder Representative may in its sole discretion deem appropriate in respect of: (A) waiving any inaccuracies in the representations or warranties of the Purchaser and/or Merger Sub, or any breach of a covenant or agreement by the Purchaser and/or Merger Sub, in each case contained in this Agreement or in any document delivered by the Purchaser or Merger Sub pursuant hereto; (B) taking such other action as the Securityholder Representative is authorized to take under any Transaction Document; (C) making all other elections or decisions that the Securityholder Representative is authorized to make under any Transaction Document; (D) receiving all proceeds and moneys payable to Sellers, documents or certificates and making all determinations, in its capacity as Securityholder Representative, required under any Transaction Document; and (E) all such actions as may be necessary to carry out any of the Transactions, including the defense and/or settlement of any claims or disputes under this Agreement and any waiver of any obligation of the Purchaser, Merger Sub and/or the Surviving Company. The Securityholder Representative shall not by reason of this Agreement have a fiduciary relationship in respect of any Seller, except in respect of amounts received on behalf of a Seller. (c) Notwithstanding any provision herein to the contrary, the Securityholder Representative shall have no duties to the Sellers or have any liability to the Sellers with respect to any action taken or not taken, decision made or instruction given by the Securityholder Representative in connection with the Transaction Documents, other than resulting from the Securityholder Representative’s bad faith or willful misconduct. (d) The Securityholder Representative shall be indemnified by Sellers for and shall be held harmless against any loss, liability or expense incurred by the Securityholder Representative or any of its Affiliates and any of their respective direct or indirect equityholders, consultants, attorneys, accountants, brokers or other Representatives, in each case relating to the Securityholder Representative’s conduct as Securityholder Representative, other than losses, liabilities or expenses resulting from the Securityholder Representative’s bad faith or willful misconduct in connection with its performance under the Transaction Documents. This indemnification shall survive the resignation or removal of the Securityholder Representative and the Closing and/or any termination of this Agreement. No bond The costs of such indemnification (including the costs and expenses of enforcing this right of indemnification) shall be required first deducted from the Holdback Account and shall thereafter be individual obligations of the Sellers in accordance with the Allocation Statement, which obligations may be satisfied as contemplated by Section 10.10(f). The Securityholder Representative may, in all questions arising under any Transaction Document, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Securityholder Representative in accordance with such advice, the Securityholder Representative shall not be liable to the Sellers, the Escrow Agent or any other Person. In no event shall the Securityholder Representative be liable to the Sellers hereunder or in connection herewith for (i) any indirect, punitive, special or consequential damages or (ii) any amounts other than those that are satisfied out of the Holdback Account. (e) In the performance of its duties hereunder, the Securityholder Representative shall be entitled to (i) rely upon any document or instrument reasonably believed to be genuine, accurate as to content and signed by any Seller or any Party hereunder and (ii) assume that any Person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so. (f) The Securityholder Representative is authorized, in its sole discretion, to comply with final, nonappealable Orders issued or enacted by any Governmental Entity with respect to the Escrow Account and the Holdback Account. If any portion of the Escrow Amount and/or the Securityholder Expense Amount is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Securityholder Representative is authorized, in its sole discretion, but in good faith, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Securityholder Representative complies with any such order, writ, judgment or decree, it shall not be liable to any Seller or to any other Person by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled set aside or vacated. (g) The Securityholder Expense Amount shall be withheld from amounts otherwise payable to the Sellers pursuant to this Agreement at the Closing and contributed by the Purchaser on behalf of the Sellers to the Holdback Account as provided in Section 2.1(b), for the Securityholder Representative to hold on behalf of the Sellers as a fund for any out of pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) incurred by the Securityholder Representative in its capacity as the Securityholder Representative and as a fund, at the sole discretion of the Securityholder Representative, to pay any amounts owing to the Purchaser under this Agreement. Other than All amounts deposited to the Holdback Account shall be treated for all purposes of this Agreement as having been paid to the Sellers based on the Allocation Statement, and the Purchaser shall have no obligation to any Seller with respect to the Securityholder Expense Amount or the Holdback Account. Notwithstanding anything to the contrary contained in connection this Section 10.10, with respect to any claim pursued out of pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) incurred by a TheMaven Indemnified Party directly against any Company Indemnitorthe Securityholder Representative in its capacity as the Securityholder Representative, notices or communications to or from the Securityholder Representative shall constitute notice be entitled, in its sole discretion, to or from have each Seller pay such Seller’s respective portion (determined in accordance with the Company Indemnitors. The powersAllocation Statement) of any out of pocket fees and expenses (including legal, immunities accounting and rights to indemnification granted to other advisors’ fees and expenses, if applicable) incurred by the Securityholder Representative in its capacity as the Securityholder Representative, whether such fees and expenses are paid from any amounts remaining in the Holdback Account or otherwise. In no event will the Securityholder Representative be required to advance its own funds or be liable on behalf of the Sellers or otherwise. The Securityholder Representative shall distribute (or cause to be distributed) any amounts in the Holdback Account to the Sellers, in accordance with the Allocation Statement at such time or times as the Securityholder Representative shall determine in its sole discretion. (h) If the Securityholder Representative or its successors or assigns, as the case may be, advise the Sellers that he, she or it is unavailable to perform his, her or its duties hereunder: , within three (3) Business Days of notice of such advice, an alternative Securityholder Representative will be appointed by a majority in interest of the Units and will become effective upon not less than ten (10) Business Days’ of prior written notice to Purchaser. Any references in this Agreement to Securityholder Representative shall be deemed to include any duly appointed successor Securityholder Representative. (i) are Purchaser, Merger Sub and Surviving Company will have the right to rely upon all actions taken or omitted to be taken by Securityholder Representative pursuant to this Agreement and/or any Transaction Document, all of which actions or omissions will be legally binding upon Sellers. The grant of authority provided for herein (i) is coupled with an interest and shall will be irrevocable and survive the death, incompetenceincompetency, bankruptcy or liquidation of any Company Indemnitor and shall be binding on any successor thereto; Seller, and (ii) shall will survive the delivery of an assignment by any Company Indemnitor consummation of the whole or any fraction of his, her or its interest in the Indemnification SharesMerger. 7.2 The Securityholder Representative may (i) rely and act upon any statement, report or opinion prepared by or any advice received from the auditors, counsel or other professional advisors of the Securityholder Representative, (ii) rely upon any signature believed by him to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Indemnitor or other party. Absent fraud, gross negligence or willful misconduct, neither the Securityholder Representative nor his Representatives shall be responsible or held liable, in each case to any Company Indemnitor for any loss or damage resulting from so relying or from acting in accordance with this Agreement, as the Securityholder Representative. 7.3 A decision, act, consent or instruction of the Securityholder Representative, including an amendment of any provision of this Agreement pursuant to Section 8.12 of this Agreement, shall constitute a decision of the Company Indemnitors and shall be final, binding and conclusive upon the Company Indemnitors and shall be binding on their successors as if expressly confirmed and ratified in writing, and TheMaven may rely upon any such decision, act, consent or instruction of the Securityholder Representative as being the decision, act, consent or instruction of the Company Indemnitors. All defenses which may be available to any Company Indemnitor to contest, negate or disaffirm the action of the Securityholder Representative taken in good faith under this Agreement are waived. TheMaven is hereby relieved from any liability to any person for any acts done by TheMaven in accordance with such decision, act, consent or instruction of the Securityholder Representative. 7.4 Each Company Indemnitor agrees (i) to jointly and severally indemnify and hold harmless the Securityholder Representative from and against any and all losses, claims, damages, costs, judgements, fines, amounts paid in settlement, expenses (including, without limitation, legal fees and expenses on a full indemnity basis, costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) and liabilities (collectively, such losses, claims, damages, costs, expenses and liabilities being the “Indemnified Liabilities”) to which Securityholder Representative may become subject, insofar as such Indemnified Liabilities (or actions, suits, or proceedings, including any inquiry or investigation or claim, in respect thereof) arise out of, in any way relate to, or result from its acting as Securityholder Representative under this Agreement and (ii) to reimburse the Securityholder Representative upon demand for all legal or other expenses, if any, incurred in connection with its acting as Securityholder Representative, other than in the case of fraud, gross negligence or willful misconduct, on condition that the Securityholder Representative has acted in compliance with this Agreement. The Company Indemnitors acknowledge that the Securityholder Representative shall not be required to expend or risk his own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Securityholder Representative shall not be required to take any action unless the Securityholder Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Securityholder Representative against the costs, expenses and liabilities which may be incurred by the Securityholder Representative in performing such actions.

Securityholder Representative. 7.1 By virtue (a) Pursuant to the adoption of the execution and delivery of a Lock-Up/Release Agreement, and without any further action of any of the Company Indemnitors or this Agreement by the Company, each of the Company Indemnitors shall it will be deemed to have agreed to appoint irrevocably appointed, authorized and empowered the Securityholder Representative to act as their a representative for the benefit of each Unitholder as the exclusive agent and attorney-in-factattorney‑in‑fact with the power and authority to act on behalf of each Unitholder in connection with and to facilitate the consummation of the Transactions, which shall include the power and authority: (i) to execute and deliver such waivers and consents in connection with this Agreement and the other Transaction Agreements and the consummation of the Transactions as their the Securityholder Representative, in its sole discretion, may deem necessary or desirable, including any amendments or modifications to this Agreement or the other Transaction Agreements; (ii) to enforce and exclusive representative protect the rights and interests of the Unitholders and to enforce and protect the rights and interests of the Securityholder Representative arising out of or under or in any manner relating to this Agreement and the other Transaction Agreements and the other agreements contemplated hereby and thereby or the Transactions, and to take any and all actions which the Securityholder Representative believes are necessary or appropriate under this Agreement or the other Transaction Agreements for and on behalf of the Company Indemnitors and to receive and distribute paymentsUnitholders. Without limiting the generality of the foregoing, to give and receive notices and communications and otherwise in satisfaction of indemnification claims the Securityholder Representative may (A) assert any claim or institute any Action, (B) investigate, defend, contest or litigate any Action initiated by Purchaser or any other Person, or by any TheMaven Indemnified Party pursuant Governmental Entity against the Securityholder Representative and/or the Unitholders, (C) receive process on behalf of any or all Unitholders in any such Action and compromise or settle on such terms as it shall determine to Section 5 of this Agreement, to object to such payments, to agree to, negotiate, enter into settlements and compromises ofbe appropriate, and demand arbitration give receipts, releases and comply with orders of courts and awards of arbitrators discharges with respect to, any indemnification claim hereunder such Action, (D) file any proofs of debt, claims and petitions as it may deem advisable or necessary; and (E) file and prosecute appeals from any dispute between decision, judgment or award rendered in any TheMaven Indemnified Party such Action (it being understood that the Securityholder Representative shall not have any obligation to take any such actions, and shall not have any Company Indemnitorsliability for any failure to take any such actions); (iii) to refrain from enforcing any right of the Unitholders, arising out of or under or in each case any manner relating to this Agreement or the Mergerother documents contemplated hereby; provided, however, that no such failure to act on the part of the Securityholder Representative, except as otherwise provided in this Agreement or the other Transaction Agreements, shall be deemed a waiver of any such right or interest by the Securityholder Representative or by the Unitholders unless such waiver is in writing signed by the waiving party or by the Securityholder Representative; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Securityholder Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Transactions, and all other actions that are either agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith; (iv) necessary to give and receive all notices and communications to be given or appropriate received under this Agreement and to receive service of process in connection with any claims under this Agreement and the judgment other Transaction Agreements, including service of process in connection with any arbitration; (vi) to determine whether to deliver a Notice of Disagreement and to resolve any disputes regarding the Securityholder Representative for Closing Statement; and (vii) to make or receive any payments or to pay any expenses under or in connection with this Agreement or the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Notwithstanding the foregoing, the Securityholder Representative shall have no obligation to act other Transaction Agreements on behalf of the Company IndemnitorsUnitholders, except as expressly provided in this Agreement andincluding by using the Securityholder Representative Funds (and any interest or earnings thereon) to satisfy costs, for the avoidance of doubt, there are no obligations expenses and/or liabilities of the Securityholder Representative in any ancillary agreement, schedule, exhibit connection with matters related to this Agreement or the Company Disclosure Schedule. The other Transaction Agreements (the “Securityholder Representative may resign at Expenses”), with any time. The immunities and rights to indemnification shall survive the resignation or removal balance of the Securityholder Representative Funds not used for such purposes to be disbursed and the Closing and/or any termination of this Agreement. No bond shall be required of the Securityholder Representative. Other than in connection with any claim pursued by a TheMaven Indemnified Party directly against any Company Indemnitorpaid, notices or communications to or from at such time as the Securityholder Representative determines, in its sole discretion, that no additional Securityholder Representative Expenses shall constitute notice to or from the Company Indemnitors. The powersbecome due and payable, immunities and rights to indemnification granted to the Securityholder Representative hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Indemnitor and shall be binding on any successor thereto; and (ii) shall survive the delivery of an assignment by any Company Indemnitor of the whole or any fraction of his, her or its interest in the Indemnification Shares. 7.2 The Securityholder Representative may (i) rely and act upon any statement, report or opinion prepared by or any advice received from the auditors, counsel or other professional advisors of the Securityholder Representative, (ii) rely upon any signature believed by him to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Indemnitor or other party. Absent fraud, gross negligence or willful misconduct, neither the Securityholder Representative nor his Representatives shall be responsible or held liable, in each case to any Company Indemnitor for any loss or damage resulting from so relying or from acting Unitholders in accordance with this Agreement, as the Securityholder RepresentativeSection 3.2(a) and Section 3.2(c)(ii). 7.3 A decision, act, consent or instruction of the Securityholder Representative, including an amendment of (b) Notwithstanding any provision of this Agreement pursuant to Section 8.12 of this Agreementthe contrary, shall constitute a decision the consent of the Company Indemnitors and Unitholder(s) comprising the Class A Majority Interest (as defined in the LLC Agreement) shall be final, binding and conclusive upon the Company Indemnitors and shall be binding on their successors as if expressly confirmed and ratified in writing, and TheMaven may rely upon any such decision, act, consent or instruction of required for the Securityholder Representative as being to make any compromise, settlement, or agreement that would require the decision, act, consent or instruction payment of the Company Indemnitors. All defenses which may be available to any Company Indemnitor to contest, negate or disaffirm the action of the Securityholder Representative taken amounts not expressly provided for in good faith under this Agreement are waived. TheMaven is hereby relieved from any liability to any person for any acts done by TheMaven in accordance with such decision, act, consent or instruction of the Securityholder Representative. 7.4 Each Company Indemnitor agrees (i) to jointly and severally indemnify and hold harmless the Securityholder Representative from and against any and all losses, claims, damages, costs, judgements, fines, amounts paid in settlement, expenses (including, without limitation, legal fees and expenses on a full indemnity basis, costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) and liabilities (collectively, such losses, claims, damages, costs, expenses and liabilities being the “Indemnified Liabilities”) to which Securityholder Representative may become subject, insofar as such Indemnified Liabilities (or actions, suits, or proceedings, including any inquiry or investigation or claim, in respect thereof) arise out of, in any way relate to, or result from its acting as Securityholder Representative under this Agreement and (ii) to reimburse the Securityholder Representative upon demand for all legal or other expenses, if any, incurred in connection with its acting as Securityholder Representative, other than in the case of fraud, gross negligence or willful misconduct, on condition that the Securityholder Representative has acted in compliance with this Agreement. The Company Indemnitors acknowledge that the Securityholder Representative shall not be required to expend or risk his own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Securityholder Representative shall not be required to take any action unless the Securityholder Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Securityholder Representative against the costs, expenses and liabilities which may be incurred by the Securityholder Representative in performing such actionsUnitholders.