Common use of Release from Liability; Indemnification Clause in Contracts

Release from Liability; Indemnification. The Securityholders’ Representative shall not be liable to any Securityholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Securityholders’ Representative in his role as Securityholders’ 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 Securityholders’ Representative, and the Securityholders’ Representative shall not be liable to any Securityholder in the event that, in the exercise of his reasonable judgment, the Securityholders’ Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Securityholders. ​

Release from Liability; Indemnification. The Securityholders’ Representative shall not be liable to any Securityholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Securityholders’ Representative in his role as Securityholders’ 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 Securityholders’ Representative, and the Securityholders’ Representative shall not be liable to any Securityholder in the event that, in the exercise of his reasonable judgment, the Securityholders’ Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Securityholders. ​.