If you have an advisory committee to the shareholder representative, consider including them in the indemnification terms that apply to the shareholder representative. This committee is often a subset of the selling shareholders and may give direction to the representative related to post-closing matters. It should be clear they are not incurring any liability in doing so. Sample suggested language is below.

Neither the Shareholder Representative nor any member of the Advisory Committee established under the Shareholder Representative’s engagement letter (collectively, the “Representative Group”) shall incur any liability of any kind . . . and the Shareholders shall indemnify the Representative Group from and against any and all losses . . .

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