Common use of Proxyholder’s Liability Clause in Contracts

Proxyholder’s Liability. Sportswear Holdings, in its capacity as a proxyholder pursuant to Article I, shall not be liable for any error of judgment nor for any act done or omitted, nor for any mistake of fact or Law nor for anything which Sportswear Holdings may do or refrain from doing in good faith in its capacity as a proxyholder, nor shall Sportswear Holdings have any accountability hereunder, except for its own bad faith, gross negligence or willful misconduct. Furthermore, upon any judicial or other inquiry or investigation of or concerning the Sportswear Holdings’ acts pursuant to its rights and powers as a proxyholder, such acts shall be deemed reasonable and in the best interests of the other Existing Shareholders unless proved to the contrary by clear and convincing evidence. The provisions contained in this Section 3.3 shall survive the termination of this Agreement (or any provision hereof).