Common use of Release from Liability; Indemnification Clause in Contracts

Release from Liability; Indemnification. Each Seller and ILTS hereby releases the Sellers’ Representative from, and each Seller and ILTS agrees to indemnify the Sellers’ Representative against, liability for any action taken or not taken by the Sellers’ Representative in his capacity as such (including the expenses referred to in Section 11.1(e) hereof), except for the liability of the Sellers’ Representative to a Seller or ILTS for loss which such Seller or ILTS may suffer from the willful misconduct or gross negligence of the Sellers’ Representative in carrying out his duties hereunder. The Sellers’ Representative shall not be liable to any Seller or ILTS or to any other Person with respect to any action taken or omitted to be taken by the Sellers’ Representative in his role as Sellers’ Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Sellers’ Representative, and the Sellers’ Representative shall not be liable to any Seller or ILTS in the event that, in the exercise of his or its reasonable judgment, the Sellers’ Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Buyer against the Sellers or ILTS.

Release from Liability; Indemnification. Each The Seller and ILTS each Owner hereby releases the Sellers’ Representative from, and each the Seller and ILTS each Owner agrees to indemnify the Sellers’ Representative against, liability for any action taken or not taken by the Sellers’ {N0289150 } Representative in his her capacity as such (including the expenses referred to in Section 11.1(e7.4(e) hereof), except for the liability of the Sellers’ Representative to a the Seller or ILTS an Owner for loss which such the Seller or ILTS such Owner may suffer from the willful misconduct or gross negligence of the Sellers’ Representative in carrying out his her duties hereunderhereunder or under the Transaction Documents. The Sellers’ Representative shall not be liable to any Seller or ILTS or to any other Person (other than Buyer), with respect to any action taken or omitted to be taken by the Sellers’ Representative in his her role as the Sellers’ Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Sellers’ Representative, and the Sellers’ Representative shall not be liable to any Seller or ILTS in the event that, in the exercise of his or its reasonable judgment, the Sellers’ Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Buyer against the Sellers or ILTS.

Release from Liability; Indemnification. Each Seller and ILTS Shareholder hereby releases the SellersShareholders’ Representative from, and each Seller and ILTS Shareholder agrees to indemnify the SellersShareholders’ Representative against, liability for any action taken or not taken by the SellersShareholders’ Representative in his capacity as such (including the expenses referred to in Section 11.1(eSections 2.8(b) and 2.8(e) hereof), except for the liability of the SellersShareholders’ Representative to a Seller or ILTS Shareholder for loss which such Seller or ILTS Shareholder may suffer from the willful misconduct or gross negligence of the SellersShareholders’ Representative in carrying out his duties hereunderhereunder or under the other Transaction Documents. The SellersShareholders’ Representative shall not be liable to any Seller Shareholder, Buyer or ILTS their Affiliates, or to any other Person Person, with respect to any action taken or omitted to be taken by the SellersShareholders’ Representative in his role as SellersShareholders’ Representative under or in connection with this Agreement, unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or gross negligence bad faith on the part of the SellersShareholders’ Representative, and the SellersShareholders’ Representative shall not be liable to any Seller or ILTS Shareholder in the event that, in the exercise of his or its reasonable judgment, the SellersShareholders’ Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Buyer Buyers against the Sellers or ILTSShareholders.