Common use of Authority of Representative Clause in Contracts

Authority of Representative. (a) Each Member hereunder irrevocably appoints the Representative to represent it and act as its attorney-in-fact and agent with respect to any and all matters relating to, arising out of, or in connection with , the Transaction Documents, including (i) for purposes of any action taken or omitted on behalf of such Member thereunder and (ii) any adjustment, disposition, settlement or other handling of any amounts or claims under Sections 1.4 and 1.5 and all rights or obligations arising under Article VIII. Except to the extent otherwise explicitly set forth herein or in any other Transaction Documents, all actions, omissions, notices, communications and determinations by or on behalf of a Member shall be given or made by the Representative and all such actions, omissions, notices, communications and determinations by the Representative pursuant or with respect to any provision of a Transaction Document shall conclusively be deemed to have been authorized by, and shall be binding upon and made on behalf of such Member. Purchaser shall be entitled to rely on any action or decision of the Representative as the act, omission, notice, communication or determination of each Member. The Members hereby agree to jointly and severally indemnify and hold harmless the Representative from and against (i) any Losses incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance, performance or nonperformance of his duties hereunder and (ii) any related out-of-pocket costs and expenses (including reasonable attorneys’ fees). If the person serving as the Representative dies or becomes legally disabled, Xxxxxxx Xxxxxx or, if he is unable or unwilling to serve, an individual selected by a majority-in-interest of the rights to allocation of consideration pursuant to Schedule I will be elected as the successor Representative. The Representative shall have sole responsibility for allocating the Purchase Price among the Members and the participants in the Phantom Equity Plan and neither Parent, Purchaser nor any of their Affiliates (including, following the Closing, the Companies) shall have any obligation or liability therefor whatsoever.

Authority of Representative. Without limiting the authority granted in Section 8.1, each Equityholder, on behalf of himself, herself or itself and such Equityholder’s successors and permitted assigns, hereby irrevocably grants Representative full power and authority: (a) Each Member hereunder irrevocably appoints the Representative to represent it execute and act as its attorney-in-fact and agent with respect to any and all matters relating todeliver, arising out of, or in connection with , the Transaction Documents, including (i) for purposes of any action taken or omitted on behalf of such Member thereunder Equityholder and such Equityholder’s successors and permitted assigns, and to accept delivery of, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, such documents as may be deemed by Representative, in its sole discretion, to be appropriate to consummate this Agreement; (b) to make decisions on behalf of Equityholders and their respective successors and permitted assigns with respect to the Transactions, the Other Transactions, and matters contemplated under this Agreement or any 72 other Transaction Document, including adjustments to the Merger Consideration pursuant to Section 2.7; (c) to (i) dispute or refrain from disputing, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim made by Purchaser or any other Person under this Agreement; (ii) negotiate and compromise, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any adjustmentdispute that may arise under, dispositionand to exercise or refrain from exercising any remedies available under, this Agreement; and (iii) execute, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any settlement agreement, release or other handling document with respect to such dispute or remedy; (d) to give or agree to, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any amounts or claims under Sections 1.4 and 1.5 and all rights consents, waivers, amendments or obligations modifications, deemed by Representative, in its sole discretion, to be necessary or appropriate, under this Agreement, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith; (e) to enforce, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim against Purchaser arising under Article VIII. Except this Agreement; (f) to engage attorneys, accountants and other agents at the extent otherwise explicitly set forth herein or expense of Equityholders and their respective successors and permitted assigns in connection with in connection with any other Transaction Documents, claim arising under this Agreement; (g) to receive the Representative Expense Amount as a fund (the “Representative Expense Fund”) for the payment of all actions, omissions, notices, communications costs and determinations expenses incurred by or on behalf of a Member shall be given Representative in its capacity as such in connection with any dispute or made by claim under this Agreement; provided, however, that Representative’s retention of any amounts in the Representative Expense Fund will not be used as evidence that Equityholders have any obligation hereunder; (h) to amend this Agreement (other than this Section 8.2) or any of the instruments to be delivered to Purchaser by such Equityholder pursuant to this Agreement; and all (i) to give such actionsinstructions and to take such action or refrain from taking such action, omissions, notices, communications and determinations by the Representative pursuant or with respect to any provision of a Transaction Document shall conclusively be deemed to have been authorized by, and shall be binding upon and made on behalf of such Member. Purchaser shall be entitled Equityholder and such Equityholder’s successors and permitted assigns, as Representative deems, in its sole discretion, necessary or appropriate to rely on carry out the provisions of this Agreement, including the exercise of all rights granted to Equityholder and such Equityholder’s successors and permitted assigns under this Agreement or any action or decision of the Representative as the act, omission, notice, communication or determination of each Member. The Members hereby agree to jointly and severally indemnify and hold harmless the Representative from and against (i) any Losses incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance, performance or nonperformance of his duties hereunder and (ii) any related out-of-pocket costs and expenses (including reasonable attorneys’ fees). If the person serving as the Representative dies or becomes legally disabled, Xxxxxxx Xxxxxx or, if he is unable or unwilling to serve, an individual selected by a majority-in-interest of the rights to allocation of consideration pursuant to Schedule I will be elected as the successor Representative. The Representative shall have sole responsibility for allocating the Purchase Price among the Members and the participants in the Phantom Equity Plan and neither Parent, Purchaser nor any of their Affiliates (including, following the Closing, the Companies) shall have any obligation or liability therefor whatsoeverother Transaction Document.

Authority of Representative. (a) Each Member hereunder irrevocably appoints The Representative shall have full power and authority to represent the CSI Shareholders and their successors with respect to all matters arising under this Agreement or related to the subject matter hereof and all actions taken by the Representative hereunder shall be binding upon each and all of the CSI Shareholders (including the CSI Shareholders) and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Representative shall have full power and authority to represent it interpret all of the terms and act provisions of this Agreement, to compromise and settle any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the CSI Shareholders (including the CSI Shareholders) and their successors. The CSI Shareholders (with respect to the Escrowed Property, in their capacity as its CSI Shareholders) have consented to the appointment of the Representative as representative of the CSI Shareholders (with respect to the Escrowed Property, in their capacity as CSI Shareholders) and as the attorney-in-fact and agent for and on behalf of each CSI Shareholder for the purposes of taking actions and executing agreements and documents on behalf of any of the CSI Shareholders as provided in this Agreement, and, subject to the express limitations set forth below, the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including, but not limited to, the exercise of the power to authorize delivery to Platinum of Escrowed Property and to take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. The Representative will have unlimited authority and power to act on behalf of each CSI Shareholder with respect to any this Agreement and all matters relating to, arising out of, or in connection with , the Transaction Documents, including (i) for purposes of any action taken or omitted on behalf of such Member thereunder and (ii) any adjustment, disposition, settlement or other handling of any amounts or claims under Sections 1.4 and 1.5 and all claims, rights or obligations arising under Article VIIIthis Agreement with respect to Escrowed Property so long as all CSI Shareholders are treated in the same manner (unless the CSI Shareholders otherwise consent). Except to the extent otherwise explicitly set forth herein or in any other Transaction Documents, The CSI Shareholders will be bound by all actions, omissions, notices, communications and determinations by or on behalf of a Member shall be given or made actions taken by the Representative and all such actions, omissions, notices, communications and determinations by the Representative pursuant or in connection with respect to any provision of a Transaction Document shall conclusively be deemed to have been authorized bythis Agreement, and shall be binding upon and made on behalf of such Member. Purchaser shall Platinum will be entitled to rely on any action or decision of the Representative as the act, omission, notice, communication or determination of each Member. The Members hereby agree to jointly and severally indemnify and hold harmless the Representative from and against (i) any Losses incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance, performance or nonperformance of his duties hereunder and (ii) any related out-of-pocket costs and expenses (including reasonable attorneys’ fees). If the person serving as the Representative dies or becomes legally disabled, Xxxxxxx Xxxxxx or, if he is unable or unwilling to serve, an individual selected by a majority-in-interest of the rights to allocation of consideration pursuant to Schedule I will be elected as the successor Representative. The Representative shall have sole responsibility for allocating the Purchase Price among the Members and the participants in the Phantom Equity Plan and neither Parent, Purchaser nor any of their Affiliates (including, following the Closing, the Companies) shall have any obligation or liability therefor whatsoever.

Authority of Representative. Without limiting the authority granted in Section 8.1, each Equityholder, on behalf of himself, herself or itself and such Equityholder’s successors and permitted assigns, hereby irrevocably grants Representative full power and authority: (a) Each Member hereunder irrevocably appoints the Representative to represent it execute and act as its attorney-in-fact and agent with respect to any and all matters relating todeliver, arising out of, or in connection with , the Transaction Documents, including (i) for purposes of any action taken or omitted on behalf of such Member thereunder Equityholder and such Equityholder’s successors and permitted assigns, and to accept delivery of, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, such documents as may be deemed by Representative, in its sole discretion, to be appropriate to consummate this Agreement; (b) to make decisions on behalf of Equityholders and their respective successors and permitted assigns with respect to the Transactions and matters contemplated under this Agreement or any other Transaction Document; (c) to (i) dispute or refrain from disputing, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim made by Purchaser or any other Person under this Agreement; (ii) negotiate and compromise, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any adjustmentdispute that may arise under, dispositionand to exercise or refrain from exercising any remedies available under, this Agreement; and (iii) execute, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any settlement agreement, release or other handling document with respect to such dispute or remedy; (d) to give or agree to, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any amounts or claims under Sections 1.4 and 1.5 and all rights consents, waivers, amendments or obligations modifications, deemed by Representative, in its sole discretion, to be necessary or appropriate, under this Agreement, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith; (e) to enforce, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim against Purchaser arising under Article VIII. Except this Agreement; (f) to engage attorneys, accountants and other agents at the extent otherwise explicitly set forth herein or expense of Equityholders and their respective successors and permitted assigns in connection with any other Transaction Documents, claim arising under this Agreement; (g) to receive the Representative Expense Amount as a fund (the “Representative Expense Fund”) for the payment of all actions, omissions, notices, communications costs and determinations expenses incurred by or on behalf of a Member shall be given Representative in its capacity as such in connection with any dispute or made by claim under this Agreement; provided, however, that Representative’s retention of any amounts in the Representative Expense Fund will not be used as evidence that Equityholders have any obligation hereunder; (h) to amend this Agreement (other than this Section 8.2) or any of the instruments to be delivered to Purchaser by such Equityholder pursuant to this Agreement; and all (i) to give such actionsinstructions and to take such action or refrain from taking such action, omissions, notices, communications and determinations by the Representative pursuant or with respect to any provision of a Transaction Document shall conclusively be deemed to have been authorized by, and shall be binding upon and made on behalf of such Member. Purchaser shall be entitled Equityholder and such Equityholder’s successors and permitted assigns, as Representative deems, in its sole discretion, necessary or appropriate to rely on carry out the provisions of this Agreement, including the exercise of all rights granted to Equityholder and such Equityholder’s successors and permitted assigns under this Agreement or any action or decision of the Representative as the act, omission, notice, communication or determination of each Member. The Members hereby agree to jointly and severally indemnify and hold harmless the Representative from and against (i) any Losses incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance, performance or nonperformance of his duties hereunder and (ii) any related out-of-pocket costs and expenses (including reasonable attorneys’ fees). If the person serving as the Representative dies or becomes legally disabled, Xxxxxxx Xxxxxx or, if he is unable or unwilling to serve, an individual selected by a majority-in-interest of the rights to allocation of consideration pursuant to Schedule I will be elected as the successor Representative. The Representative shall have sole responsibility for allocating the Purchase Price among the Members and the participants in the Phantom Equity Plan and neither Parent, Purchaser nor any of their Affiliates (including, following the Closing, the Companies) shall have any obligation or liability therefor whatsoeverother Transaction Document.