Common use of Actions of the Representative Clause in Contracts

Actions of the Representative. Liability of the ----------------------------------------------- Representative. Each Seller agrees that Purchaser shall be entitled to rely on -------------- any action taken by the Representative, on behalf of Sellers, pursuant to Section 9.1(a) above (each, an "Authorized Action"), and that each Authorized ----------------- Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. The Purchaser agrees that the Representative shall have no liability to the Purchaser for any Authorized Action, except to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraud or willful misconduct. Sellers jointly and severally agree to pay, and to indemnify and hold harmless the Purchaser from and against any losses which they may suffer, sustain, or become subject to, as the result of any claim by any Person that an Authorized Action is not binding on, or enforceable against, Sellers. In addition, Sellers hereby release and discharge Purchaser from and against any liability arising out of or in connection with the Representative's failure to distribute any amounts received by the Representative on Sellers' behalf to Sellers.

Actions of the Representative. Liability of the ----------------------------------------------- ------------------------------------------------ Representative. Each Seller agrees that Purchaser shall be entitled to -------------- rely on -------------- any action taken by the Representative, on behalf of the Sellers, pursuant to Section 9.1(a11.1(a) above (each, an "Authorized Action"), and that each Authorized ----------------- Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. The Purchaser agrees that the Representative shall have no liability to the Purchaser for any Authorized Action, except to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraud or willful misconduct. The Sellers jointly and severally agree to pay, and to indemnify and hold harmless the Purchaser from and against any losses which they it may suffer, sustain, or become subject to, as the result of any claim by any Person person that an Authorized Action is not binding on, or enforceable against, the Sellers. In addition, the Sellers hereby release and discharge Purchaser from and against any liability arising out of or in connection with the Representative's failure to distribute any amounts received by the Representative on the Sellers' behalf to the Sellers.

Actions of the Representative. Liability of the ----------------------------------------------- Representative. Each Seller Shareholder agrees that the Purchaser and the Seller -------------- shall be entitled to rely on -------------- any action taken by the Representative, on behalf of Sellersthe Shareholders, pursuant to Section 9.1(a15.1(a) above (each, an "Authorized Action"), and that each Authorized ----------------- Action shall be binding on ----------------- each Seller Shareholder as fully as if such Seller Shareholder had taken such Authorized Action. The Each of the Purchaser and the Seller agrees that the Representative shall have no liability to the Purchaser and the Seller for any Authorized Action, except to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraud or willful misconduct. Sellers The Shareholders jointly and severally agree to pay, and to indemnify and hold harmless each of the Purchaser and the Seller from and against any losses which they it may suffer, sustain, or become subject to, as the result of any claim by any Person person that an Authorized Action is not binding on, or enforceable against, Sellersthe Shareholders. In addition, Sellers the Shareholders hereby release and discharge the Purchaser and the Seller from and against any liability arising out of or in connection with the Representative's failure to distribute any amounts received by the Representative on Sellersthe Shareholders' behalf to Sellersthe Shareholders.