Common use of Appointment of Representative Clause in Contracts

Appointment of Representative. Each of the Holders hereby appoints Xxxxxxx Sun as such Holder's exclusive agent to act on such Holder's behalf with respect to any and all Indemnity Claims arising under this Agreement. In such representative capacity, Xxxxxxx Sun or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders agree that the Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the Holders, as fully as if the Holders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Parent and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Parent and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.

Appointment of Representative. (a) Each of the Holders Principal Shareholders hereby irrevocably constitutes and appoints Xxxxxxx Sun Xxxxxx Xxxxx as such HolderPrincipal Shareholder's exclusive true and lawful agent and attorney-in-fact to act on such HolderPrincipal Shareholder's behalf with respect to any and all Indemnity Claims arising under this AgreementClaims. In such representative capacity, Xxxxxxx Sun Xxxxxx Xxxxx, or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and 9.5 hereofthis Agreement, is sometimes referred to in this Agreement as the "Representative." ". The Representative shall take, and the Holders Principal Shareholders agree that the Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the HoldersPrincipal Shareholders, as fully as if the Holders Principal Shareholders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Parent and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow this Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow this Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Parent and such the Escrow Agent shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.Principal Shareholders. The Representative shall have reasonable access to information of and concerning any Indemnity Claim and which is in the possession, custody or control of the Company and the reasonable assistance of

Appointment of Representative. Each of the Holders Stockholders hereby appoints Xxxxxxx Sun as such Holder's Jamex X. Xxxxxx, Xx. xx its exclusive agent to act on such Holder's its behalf with respect to any and all Stockholder Indemnity Claims and any and all NNN Indemnity Claims arising under this Agreement. In Agreement or such other representative capacity, Xxxxxxx Sun or any person who shall succeed as may be hereafter appointed by a majority in such representative capacity pursuant to the terms interest of the Escrow Agreement Stockholders. Such agent is hereinafter referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders Stockholders agree that the Representative shall take, any and all actions which he the Representative believes are necessary or appropriate under this Agreement for and on behalf of the HoldersStockholders, as fully as if the Holders such parties were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against NNN, defending all NNN Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and NNN Indemnity Claims, conducting negotiations with the Parent NNN and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Parent and such Escrow Agent NNN shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.taken

Appointment of Representative. Each of the Holders hereby appoints A. ----------------------------- Xxxxxxx Sun Lang, Xxxxxx Xxxxxxx, Xxxx Xxxxxxxx and Xxxxxxx Xxxxxxxxx as such Holder's exclusive agent agents to act on such Holder's behalf with respect to any and all Indemnity Claims arising under this Agreement. In such representative capacity, Xxxxxxx Sun such persons or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and 9.5 Section 2.7 hereof, is are sometimes referred to in this Agreement as the "RepresentativeRepresentatives." The Representative Representatives shall take, and the Holders agree that the Representative Representatives shall take, any and all actions which he believes they believe are necessary or appropriate under this Agreement for and on behalf of the Holders, as fully as if the Holders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Parent and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 Section 2.7 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. Any action or determination to be made by the Representatives shall require the consent of a majority of the Representatives. The Parent and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be taken by the Representative Representatives pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.

Appointment of Representative. Each of the Holders hereby appoints Xxxxxxx Sun Xxx Xxxxxxxxx as such Holder's individuals' exclusive agent to act on such Holder's individuals' behalf with respect to any and all Indemnity Claims arising under this Agreement. In such representative capacity, Xxxxxxx Sun or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders agree that the Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the Holders, as fully as if the Holders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Parent Indemnified Parties and its representatives regarding such claims, dealing with the Parent Indemnified Parties and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Parent Indemnified Parties and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.

Appointment of Representative. Each of the Holders Stockholders hereby appoints Xxxxxxx Sun as such Holder's Shelxxx Xxxxxx xx his exclusive agent to act on such Holder's his behalf with respect to any and all Stockholder Indemnity Claims and any and all Purchaser Indemnity Claims arising under this Agreement. In Agreement or such other representative capacity, Xxxxxxx Sun or any person who shall succeed as may be hereafter appointed by a majority in such representative capacity pursuant to the terms interest of the Escrow Agreement Stockholders. Such agent is hereinafter referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders Stockholders agree that the Representative shall take, any and all actions which he the Representative believes are necessary or appropriate under this Agreement for and on behalf of the HoldersStockholders, as fully as if the Holders Stockholders were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against the Purchaser, defending all Purchaser Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and Purchaser Indemnity Claims, conducting negotiations with the Parent Purchaser and its representatives regarding such claims, dealing with the Parent Purchaser and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof Section 10.6 with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Parent and such Escrow Agent Purchaser shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the HoldersStockholders.

Appointment of Representative. (a) Each Member, by the execution of the Holders this Agreement, hereby appoints Xxxxxxx Sun Xxxxx Xxxxxx (the “Member Representative”) as such Holder's his exclusive agent to act on such Holder's his behalf with respect to all matters arising under this Agreement and the Escrow Agreement, to take any and all Indemnity Claims arising under other actions specified in or contemplated by this Agreement and the Escrow Agreement in connection therewith, including, but not limited to, (i) actions pursuant to Sections 1.14, 1.15 and 9.6 of this Agreement. In such representative capacity, Xxxxxxx Sun or any person who shall succeed in such representative capacity pursuant to the terms (ii) Article II of the Escrow Agreement referred Agreement, (iii) making any amendments to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as and the "Representative." Escrow Agreement, and (iv) engaging counsel, accountants or other representatives in connection with the foregoing matters. The Member Representative shall take, and the Holders Members agree that the Member Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the HoldersMembers with respect to the matters specified, as fully as if the Holders Members were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Parent and its representatives regarding such claims, dealing with Parent, the Auditor and the Escrow Agent. Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Parent and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be taken by the Member Representative pursuant to this Agreement and or the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the HoldersMembers.

Appointment of Representative. Each of the Holders Stockholders (other than FARS) hereby appoints Xxxxxxx Sun Jxxxx X. Xxxxxx, Xx. as such Holder's its exclusive agent to act on such Holder's its behalf with respect to any and all Stockholder Indemnity Claims and any and all CHP Indemnity Claims arising under this Agreement and for such other purposes specified in this Agreement. In the event that Jxxxx X. Xxxxxx, Xx. is unable or unwilling to serve in such representative capacity, Xxxxxxx Sun or any person who shall succeed in such then another representative capacity pursuant to the terms of the Escrow Agreement Stockholders (other than FARS) may be appointed by a majority in interest of the Stockholders (other than FARS). Such agent is herein referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "“Representative." ” The Representative shall take, and the Holders Stockholders (other than FARS) agree that the Representative shall take, any and all actions which he the Representative believes are necessary or appropriate under this Agreement for and on behalf of the HoldersStockholders (other than FARS), as fully as if the Holders such Parties were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against CHP, defending all CHP Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and CHP Indemnity Claims, conducting negotiations with the Parent CHP and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Parent and such Escrow Agent CHP shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each the Stockholders (other than FARS). The Representative, acting pursuant to this Section 12.3, shall not be liable to any other Stockholder for any act or omission, except in connection with any act or omission that was the result of the HoldersRepresentative’s bad faith or gross negligence.

Appointment of Representative. Each By virtue of the Holders hereby appoints adoption and approval of this Agreement and the receipt of any portion of the Acquisition Consideration Per Share pursuant to this Agreement, and without any further action of the shareholders of WBI pursuant hereto, each of the holders of WBI Acquisition Shares shall be deemed to have appointed Xxxxx Xxxxxxx Sun or, in the event of his death, inability or unwillingness to act, Xxxx Xxxxxx, as such Holder's exclusive shareholder’s agent to act on such Holder's behalf and attorney-in-fact (the “Representative”) with respect to any and all Indemnity Claims arising under this Agreement. In such representative capacity, Xxxxxxx Sun or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 actions and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders agree that the Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the Holders, as fully as if the Holders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Parent and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions decisions specified in or contemplated by this Agreement or necessary in the judgment of the Representative for the accomplishment of the foregoing, including, without limitation, the actions and engaging counseldecisions contemplated under Sections 2.7 and 2.8, accountants and Article IX hereof, and agrees to be bound by any actions or other representatives decisions taken by the Representative with respect thereto. The Representative shall have full power and authority on behalf of each shareholder of WBI described above to take any and all actions on behalf of, execute any and all instructions on behalf of and execute or waive any and all rights of such shareholders under this Agreement. The Representative may use the Representative Reserve Fund to satisfy any Representative Expenses incurred in connection with his role as the foregoing mattersRepresentative, with any balance of the Representative Reserve Fund not used for such purpose to be disbursed in accordance with Section 2.7. The Parent and such Escrow Agent Representative shall have the right no liability to rely upon all actions any shareholder of WBI described above for any action taken or omitted to be taken by the Representative on behalf of such shareholder pursuant to this Agreement Agreement. The appointment of the Representative shall be irrevocable and is coupled with an interest, except that a successor to the Representative may be appointed by a written instrument signed and acknowledged by a majority in interest of such shareholders or their legal representatives, in form and substance reasonably satisfactory to BSVN and delivered to BSVN and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the HoldersAgent.

Appointment of Representative. Each of the Holders Sellers hereby appoints Robexx X. Xxxxxx, Xx., xx if Robexx X. Xxxxxx, Xx. xx unwilling or unable to serve, Anthxxx Xxxxxxx Sun xx the Sellers' Representative (the "Sellers' Representative") as such Holder's his or its exclusive agent to act on such Holder's his or its behalf with respect to (i) the rights and obligations granted to the Sellers' Representative under this Agreement and (ii) any and all Indemnity Claims claims for indemnity by or against any Seller arising under this Agreement. In such representative capacity, Xxxxxxx Sun or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Sellers' Representative shall take, and the Holders Sellers agree that the Sellers' Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the HoldersSellers, as fully as if the Holders Sellers were acting on their own behalf, including, without limitation, asserting claims for indemnity against the Purchaser, defending against all Indemnity Claimsclaims for indemnity by the Purchaser, consenting to, compromising or settling all Indemnity Claimsclaims for indemnity, conducting negotiations with the Parent Purchaser and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Parent and such Escrow Agent Purchaser shall have the right to rely upon all actions taken or omitted to be taken by the Sellers' Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the HoldersSellers. If neither Robexx X. Xxxxxx, Xx. xxx Anthxxx Xxxxxxx xxxll at any time be willing or able to serve as the Sellers' Representative, the majority in number of the Sellers shall inform the Purchaser as to the identity of the new Sellers' Representative within ten days of learning that neither Robexx X. Xxxxxx, Xx. xxx Anthxxx Xxxxxxx xxxll be willing or able to so serve.

Appointment of Representative. Each of the Holders hereby ----------------------------- appoints Xxxxxxx Sun Xxxxx X. Xxxxxx as such Holder's exclusive agent to act on such Holder's behalf with respect to any and all Indemnity Claims arising under this Agreement. In such representative capacity, Xxxxxxx Sun or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders agree that the Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the Holders, as fully as if the Holders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Parent and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Parent and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.

Appointment of Representative. Each of the Holders hereby ----------------------------- appoints Xxxxxxx Sun as such Holder's exclusive agent to act on such Holder's behalf with respect to any and all Indemnity Claims arising under this Agreement. In such representative capacity, Xxxxxxx Sun or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders agree that the Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the Holders, as fully as if the Holders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Parent and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Parent and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.

Appointment of Representative. Each of the Holders Shareholders hereby appoints Xxxxxxx Sun Marshall B. Payne as such Holder's exclusive Xxxxxxxxxxx'x xxclusive agent to act on such HolderShareholder's behalf with respect to any and all Indemnity Claims claims arising under this Agreement. In such representative capacity, Xxxxxxx Sun Marshall B. Payne or any person who shall pexxxx xxx xxxxl succeed him in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders Shareholders agree that the Representative shall take, any and all actions which he such Representative believes are necessary or appropriate under this Agreement for and on behalf of the HoldersShareholders, as fully as if the Holders Shareholders were acting on their own behalf, including, without limitation, defending all Indemnity Claimsdefending, consenting to, compromising or settling all Indemnity Claimsclaims for Parent Damages or Shareholder Damages, conducting negotiations with the Parent and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by Article XII of this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing mattersmatters provided however, on any matter for which a Shareholder is solely liable, such as a breach of Article V, such Shareholder may elect to represent himself or herself alone, outside this Section 12.01(g). The Parent and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the HoldersShareholders. In the event of a dispute among the Shareholders with respect to any action to be taken by the Representative on the Shareholders' behalf, the Representative shall be fully entitled to act as directed by the Shareholders who received a majority of the Parent Common Stock included in the Merger Consideration and such action of the Representative shall be binding on all Shareholders.

Appointment of Representative. Each of the Holders Shareholders hereby appoints Xxxxxxx Sun as Jamex Xxxxx xx such HolderShareholder's exclusive agent to act on such HolderShareholder's behalf with respect to any and all Indemnity Claims claims arising under this Agreement. In such representative capacity, Xxxxxxx Sun or Jamex Xxxxx xx any person who shall succeed him in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders Shareholders agree that the Representative shall take, any and all actions which he such Representative believes are necessary or appropriate under this Agreement for and on behalf of the HoldersShareholders, as fully as if the Holders Shareholders were acting on their own behalf, including, without limitation, defending all Indemnity Claimsdefending, consenting to, compromising or settling any claims against any or all Indemnity Claimsof the Shareholders under this Agreement or otherwise, conducting negotiations with the Parent Buyer and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by ARTICLE VI of this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing mattersmatters provided however, on any matter for which a Shareholder is solely liable, such Shareholder may elect to represent himself alone, outside this SECTION 6.11. The Parent and such Escrow Agent Buyer shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the HoldersShareholders.

Appointment of Representative. Each of the Holders Shareholders hereby appoints Xxxxxxx Sun as Jamex Xxxxx xx such HolderShareholder's exclusive agent to act on such HolderShareholder's behalf with respect to any and all Indemnity Claims claims arising under this Agreement. In such representative capacity, Xxxxxxx Sun or Jamex Xxxxx xx any person who shall succeed him in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders Shareholders agree that the Representative shall take, any and all actions which he such Representative believes are necessary or appropriate under this Agreement for and on behalf of the HoldersShareholders, as fully as if the Holders Shareholders were acting on their own behalf, including, without limitation, defending all Indemnity Claimsdefending, consenting to, compromising or settling any claims against any or all Indemnity Claimsof the Shareholders under this Agreement or otherwise, conducting negotiations with the Parent Buyer and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by ARTICLE VI of this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing mattersmatters provided however, on any matter for which a Shareholder is solely liable, such as a breach of ARTICLE V, such Shareholder may elect to represent himself alone, outside this SECTION 6.11. The Parent and such Escrow Agent Buyer shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the HoldersShareholders.