Common use of Equityholders’ Representative Clause in Contracts

Equityholders’ Representative. By virtual of their approval of this Agreement, the Members shall have constituted and appointed ▇▇▇▇▇▇▇▇ ▇▇▇▇, to serve as the Equityholders’ Representative (the “Equityholders’ Representative”) for and on behalf of the Members and DHC, to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to take all other actions on behalf of the Members and DHC as is explicitly contemplated by this Agreement. No bond is required of the Equityholders’ Representative, and the Equityholders’ Representative does not receive any compensation for his services from DHC or the Members in connection with this Agreement. Notices or communications to or from the Equityholders’ Representative shall constitute notice to or from each Member and DHC unless stated in writing otherwise. Notwithstanding anything to the contrary set forth in this Agreement, any decision, act, consent or instruction of the Equityholders’ Representative with respect to any matters contemplated hereby shall be deemed to be the decision, act, consent or instruction of all of the Members and shall be final, binding and conclusive upon each of the Members, and High Tide Parties may rely on each such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each of the Members. High Tide Parties are hereby relieved from any liability to any Person for any acts done by them in reliance upon, or in accordance with, any such decision, act, consent or instruction of the Equityholders’ Representative.

Equityholders’ Representative. By virtual of their approval of this AgreementNotwithstanding anything to the contrary contained herein, the Members (a) each Equityholder shall have constituted severally and appointed ▇▇▇▇▇▇▇▇ ▇▇▇▇, to serve as not jointly hold harmless and reimburse the Equityholders’ Representative from and against such Equityholder’s ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Equityholders’ Representative arising out of or resulting from any action taken or omitted to be taken by the Equityholders’ Representative in his, her or its capacity as Equityholders’ Representative under the Merger Agreement or this Agreement (collectively, the “Equityholders’ RepresentativeExpenses”) for and on behalf of the Members and DHC), to give and receive notices and communicationsother than such liabilities, to agree tolosses, negotiatedamages, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to take all other actions on behalf costs or expenses arising out of the Members and DHC as is explicitly contemplated by this Agreement. No bond is required of or resulting from the Equityholders’ Representative’s fraudulence, gross negligence, bad faith or willful misconduct; provided, however, that no such Equityholder shall be liable in excess of such Equityholder’s pro-rata portion of the Merger Consideration, except with respect to Expenses resulting from fraud, gross negligence, bad faith or willful misconduct of such Equityholder; and the Equityholders’ Representative does (b) with respect to any Expenses that are not receive reimbursed by any compensation Equityholder as provided for his services from DHC or the Members in connection with this Agreement. Notices or communications to or from herein, the Equityholders’ Representative shall constitute notice be entitled to or from each Member and DHC unless stated in writing otherwise. Notwithstanding anything set off such Expenses against the Escrow Funds that would otherwise have been distributed to such Equityholder pursuant to the contrary set forth in this Agreement, any decision, act, consent or instruction of the Equityholders’ Representative with respect to any matters contemplated hereby shall be deemed to be the decision, act, consent or instruction of all of the Members and shall be final, binding and conclusive upon each of the Members, and High Tide Parties may rely on each such decision, act, consent or instruction of the Equityholders’ Representative as being the decision, act, consent or instruction of each of the Members. High Tide Parties are hereby relieved from any liability to any Person for any acts done by them in reliance upon, or in accordance with, any such decision, act, consent or instruction of the Equityholders’ Representativeterms hereof.