Designation; Powers. Each Company Stockholder approves the designation of and hereby designates the Stockholder Representative as the representative of the Company Stockholders and as the attorney-in-fact and agent for and on behalf of each Company Stockholder, with full power of substitution, with respect to all matters under this Agreement, including the distribution of the Closing Cash Payment and Promissory Notes to the Company Stockholders under Sections 3.1(a) and 3.1(c) and making payments to the payees of any amounts owed by the Company or the Company Stockholders out of the Closing Cash Payment, including, but not limited to, the Debt Pay-Off Amount, the Transaction Expenses Pay-Off Amount, the Stockholder A/R Amount and amounts owed to advisors to the Company Stockholders for services post-Closing, determining, giving and receiving notices and processes hereunder, entering into any documents required or permitted and contesting and settling any and all claims for indemnification under ARTICLE X, resolving any other disputes hereunder, performing the duties expressly assigned to the Stockholder Representative hereunder, making, executing, acknowledging and delivering all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, doing any and all things and taking any and all action that the Stockholder Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions and to engage and employ agents and representatives and to incur such other expenses as the Stockholder Representative shall reasonably deem necessary or prudent in connection with the foregoing. Each Company Stockholder further authorizes the Stockholder Representative to withhold from such Company Stockholder’s proportionate share of the Closing Cash Payment a reasonable amount, determined by the Stockholder Representative in good faith, for the purpose of establishing a reserve fund for the payment of expenses incurred by the Company, the Company Stockholders or the Stockholder Representative in connection with the Contemplated Transactions (the “Reserve Fund”). A decision, act, consent or instruction of the Stockholder Representative shall constitute a decision of all Company Stockholders, the Company Stockholders shall be bound by all actions taken and documents executed by the Stockholder Representative, and Buyer shall be entitled to rely on any action or decision of the Stockholder Representative. Buyer is hereby relieved from any liability to any Person (including the Company Stockholders and their respective Affiliates and Representatives) for any acts done by it in accordance with such decision, act, consent or instruction of the Stockholder Representative. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Company Stockholders for purposes of this Agreement. In performing the functions specified in this Agreement, the Stockholder Representative shall not be liable to any Company Stockholder in the absence of gross negligence or willful misconduct on the part of the Stockholder Representative. Each Company Stockholder (other than the Stockholder Representative) shall severally, and not jointly, on a pro rata basis (in the relative proportions as among them set forth on Exhibit A, column (E)), indemnify and hold harmless the Stockholder Representative from and against any liability incurred without gross negligence or willful misconduct on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. Any out-of-pocket costs and expenses incurred by the Stockholder Representative in defending any claim, demand, suit, action or cause of action or otherwise in connection with performing its obligations under this Agreement shall be paid by the Company Stockholders severally, and not jointly, on a pro rata basis (in the relative proportions as among them set forth on Exhibit A, column (E)).
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Designation; Powers. Each Company Stockholder approves the designation of and hereby designates the Stockholder Representative as the representative of the Company Stockholders and as the attorney-in-fact and agent for and on behalf of each Company Stockholder, with full power of substitution, with respect to all matters under this Agreement, including the distribution of the Closing Cash Payment and Promissory Notes to the Company Stockholders under Sections 3.1(a) and 3.1(c) and making payments to the payees of any amounts owed by the Company or the Company Stockholders out of the Closing Cash Payment, including, but not limited to, the Debt Pay-Off Amount, the Transaction Expenses Pay-Off Amount, the Stockholder A/R Amount and amounts owed to advisors to the Company Stockholders for services post-Closing, determining, giving and receiving notices and processes hereunder, entering into any documents required or permitted and contesting and settling any and all claims for indemnification under ARTICLE X, resolving any other disputes hereunder, performing the duties expressly assigned to the Stockholder Representative hereunder, making, executing, acknowledging and delivering all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, doing any and all things and taking any and all action that the Stockholder Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions and to engage and employ agents and representatives and to incur such other expenses as the Stockholder Representative shall reasonably deem necessary or prudent in connection with the foregoing. Each Company Stockholder further authorizes the Stockholder Representative to withhold from such Company Stockholder’s proportionate share of the Closing Cash Payment a reasonable amount, determined by the Stockholder Representative in good faith, for the purpose of establishing a reserve fund for the payment of expenses incurred by the Company, the Company Stockholders or the Stockholder Representative in connection with the Contemplated Transactions (the “Reserve Fund”). A decision, act, consent or instruction of the Stockholder Representative shall constitute a decision of all Company Stockholders, the Company Stockholders shall be bound by all actions taken and documents executed by the Stockholder Representative, and Buyer shall be entitled to rely on any action or decision of the Stockholder Representative. Buyer is hereby relieved from any liability to any Person (including the Company Stockholders and their respective Affiliates and Representatives) for any acts done by it in accordance with such decision, act, consent or instruction of the Stockholder Representative. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Company Stockholders for purposes of this Agreement. In performing the functions specified in this Agreement, the Stockholder Representative shall not be liable to any Company Stockholder in the absence of gross negligence or willful misconduct on the part of the Stockholder Representative. Each Company Stockholder (other than the Stockholder Representative) shall severally, and not jointly, on a pro rata basis (in the relative proportions as among them set forth on Exhibit A, column (E)), indemnify and hold harmless the Stockholder Representative from and against any liability incurred without gross negligence or willful misconduct on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. Any out-of-pocket costs and expenses incurred by the Stockholder Representative in defending any claim, demand, suit, action or cause of action or otherwise in connection with performing its obligations under this Agreement shall be paid by the Company Stockholders severally, and not jointly, on a pro rata basis (in the relative proportions as among them set forth on Exhibit A, column (E)).
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Designation; Powers. Each Company Stockholder approves the designation of and hereby designates the Stockholder Representative as the representative Representative of the Company Stockholders and as the attorney-in-fact and agent for and on behalf of each Company Stockholder, with full power of substitution, with respect to all matters under this Agreement, including the distribution of the Closing Cash Payment and Promissory Notes to the Company Stockholders under Sections 3.1(a) and 3.1(c) and making payments to the payees of any amounts owed by the Company or the Company Stockholders out of the Closing Cash Payment, including, but not limited to, the Debt Pay-Off Amount, the Transaction Expenses Pay-Off Amount, the Stockholder A/R Amount and amounts owed to advisors to the Company Stockholders for services post-Closing, determining, giving and receiving notices and processes hereunder, entering into any documents required or permitted and contesting and settling any and all claims for indemnification under ARTICLE XIX, resolving any other disputes hereunder, performing the duties expressly assigned to the Stockholder Representative hereunder, making, executing, acknowledging and delivering all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, doing any and all things and taking any and all action that the Stockholder Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Contemplated Transactions and to engage and employ agents and representatives Representatives and to incur such other expenses as the Stockholder Representative shall reasonably deem necessary or prudent in connection with the foregoing. Each Company Stockholder further authorizes the Stockholder Representative to withhold from such Company Stockholder’s proportionate share of the Closing Cash Payment a reasonable amount, determined by the Stockholder Representative in good faith, for the purpose of establishing a reserve fund for the payment of expenses incurred by the Company, the Company Stockholders or the Stockholder Representative in connection with the Contemplated Transactions (the “Reserve Fund”). A decision, act, consent Consent or instruction of the Stockholder Representative shall constitute a decision of all Company Stockholders, the Company Stockholders shall be bound by all actions taken and documents executed by the Stockholder Representative, and Buyer shall be entitled to rely on any action or decision of the Stockholder Representative. Buyer is hereby relieved from any liability to any Person (including the Company Stockholders and their respective Affiliates and Representatives) or any Governmental Body for any acts done by it in accordance with such decision, act, consent Consent or instruction of the Stockholder Representative. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Company Stockholders for purposes of this Agreement. In performing the functions specified in this Agreement, the Stockholder Representative shall not be liable to any Company Stockholder in the absence of gross negligence or willful misconduct on the part of the Stockholder Representative. Each Company Stockholder (other than the Stockholder Representative) shall severally, and not jointly, on a pro rata basis (in the relative proportions as among them set forth on Exhibit Schedule A, column (E)), indemnify and hold harmless the Stockholder Representative from and against any liability incurred without gross negligence or willful misconduct on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. Any out-of-pocket costs and expenses incurred by the Stockholder Representative in defending any claim, demand, suit, action or cause of action or otherwise in connection with performing its obligations under this Agreement shall be paid by the Company Stockholders severally, and not jointly, on a pro rata basis (in the relative proportions as among them set forth on Exhibit Schedule A, column (E)).
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