Common use of Investor Representative Clause in Contracts

Investor Representative. (a) The Parties hereby agree that W-net Fund I, L.P. shall be the Investor Representative. Except as set forth herein, the Investor Representative will not be entitled to any fee, commission or other compensation for the performance of its service hereunder, but will be entitled to the payment of all of its expenses incurred as the Investor Representative to be paid by PHI. (b) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the obligations required to be performed by the Investor Representative hereunder or thereunder, (i) the Investor Representative will not assume any, and will incur no, liability whatsoever to any Person because of any error in judgment or other act or omission performed or omitted in good faith hereunder or in connection with this Agreement, and (ii) the Investor Representative will be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Investor Representative pursuant to such advice will not subject the Investor Representative to liability to any Person. (c) PHI shall indemnify the Investor Representative and hold the Investor Representative harmless against any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Investor Representative and arising out of, or in connection with, the acceptance or administration of the Investor Representative’s duties hereunder, including the fees and expenses of any legal counsel, accountant or other professional advisor retained by the Investor Representative. The Investor Representative will be entitled to the advancement and reimbursement by PHI of costs and expenses incurred by, or on behalf of, the Investor Representative in the performance of its duties hereunder, including the fees and expenses of any legal counsel.

Investor Representative. New Image, by virtue of its execution of this Agreement, has irrevocably constituted and appointed GS Capital Partners II, L.P., a Delaware limited partnership, effective as of the Effective Time (a) The Parties hereby agree that W-net Fund Itogether with such person's permitted successors, L.P. shall be the "Investor Representative. Except "), as set forth hereinits true and lawful agent and attorney-in-fact for purposes of the resolution of indemnity claims under Article 10 hereof, the Investor Representative will not be entitled to any fee, commission or other compensation for the performance of its service hereunder, but will be entitled to the payment of all of its expenses incurred as the Investor Representative to be paid by PHI. (b) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the obligations required powers, authority and discretion conferred on it under this Agreement, to give and receive notices on its behalf and to be performed by its exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to the matters set forth in Article 10 of this Agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which any Buyer Indemnified Person may be entitled to indemnification pursuant to Article 10, and the Investor Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. The Investor Representative is authorized by this Agreement to act hereunder with the powers and authority provided for herein, as representative of New Image and its successors. The Investor Representative shall not be liable for any action taken or thereunder, (i) not taken by it in connection with its obligations under this Agreement in the absence of its own gross negligence or willful misconduct. If the Investor Representative will not assume anyshall be unable or unwilling to serve in such capacity, and will incur no, liability whatsoever to any Person because of any error in judgment or other act or omission performed or omitted in good faith hereunder or in connection with this Agreement, and (ii) the Investor Representative will be entitled shall appoint its successor(s) to rely on serve and exercise the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission powers of the Investor Representative pursuant to such advice will not subject the Investor Representative to liability to any Personhereunder. (c) PHI shall indemnify the Investor Representative and hold the Investor Representative harmless against any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Investor Representative and arising out of, or in connection with, the acceptance or administration of the Investor Representative’s duties hereunder, including the fees and expenses of any legal counsel, accountant or other professional advisor retained by the Investor Representative. The Investor Representative will be entitled to the advancement and reimbursement by PHI of costs and expenses incurred by, or on behalf of, the Investor Representative in the performance of its duties hereunder, including the fees and expenses of any legal counsel.

Investor Representative. Each of the Investors hereby designates and appoints Investcorp Investment Equity Limited, a Cayman Islands corporation, as such Investor's 58 60 agent, attorney-in-fact and representative (a) The Parties hereby agree that W-net Fund Iin such capacity, L.P. shall be the "Investor Representative"), and as such is hereby authorized and directed to take all such actions and exercise all such rights, power or authority, and make any decision or determination as are required, authorized or permitted by this Agreement to be performed, exercised or made by such Investor. Except as set forth hereinAny such actions taken, exercises of rights, power or authority, and any decision or determination made by the Investor Representative will consistent therewith, shall be absolutely and irrevocably binding on each Investor as if such Investor personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Investor's individual capacity. The Investor Representative hereby acknowledges that it has full power and authority to act in the premises (including, without limitation, the power and authority, on behalf of the Investors, to execute and deliver any certificate, notice, consent or instructions hereunder) and to designate and appoint a substitute or substitutes to act hereunder with the same power and authority as the Investor Representative would have if personally acting. Each of the Investors agrees that each party hereto may conclusively rely without further investigation on the instructions and decisions of the Investor Representative acting in such capacity on behalf of any Investor, and that, as between each Investor and each other party hereto, all actions of any Investor Representative acting in such capacity shall be conclusively binding on each Investor. Each Investor acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest, shall be irrevocable and shall survive the death or incapacity of such Investor. The Investor Representative shall not be entitled liable to any fee, commission or other compensation the Investors for the performance of its service hereunder, but will be entitled to the payment of all of its expenses incurred as the Investor Representative to be paid by PHI. (b) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the obligations required to be performed by the Investor Representative hereunder or thereunder, (i) the Investor Representative will not assume any, and will incur no, liability whatsoever to any Person because of any error in judgment or other act or omission performed or omitted in good faith hereunder the failure to act under or in connection with this Agreement, and (ii) the Investors shall indemnify and hold harmless the Investor Representative will from any liability in connection with acting as such, so long as he acted or failed to act in good faith in what it reasonably believed to be entitled the scope of his authority for a purpose which he reasonably believed to rely on the advice of counsel, public accountants or other independent experts experienced be in the matter at issue, and any error in judgment or other act or omission best interests of the Investors. A successor to the Investor Representative pursuant to such advice will not subject may be chosen by a majority of the Investors provided that notice thereof is given by the new Investor Representative to liability to any Person. (c) PHI shall indemnify the Investor Representative and hold the Investor Representative harmless against any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Investor Representative and arising out of, or in connection with, the acceptance or administration of the Investor Representative’s duties hereunder, including the fees and expenses of any legal counsel, accountant or other professional advisor retained by the Investor RepresentativeCompany. The Investor Representative will be entitled to the advancement and reimbursement by PHI of costs and expenses incurred by, or on behalf of, the Investor Representative in the performance of its duties hereunder, including the fees and expenses of any legal counsel.59 61

Investor Representative. Each Investor, severally and not jointly, hereby appoints the Lead Placement Agent (together with its permitted successors, and in this context, the “Investor Representative”), as its true and lawful agent and attorney-in-fact to: (a) The Parties hereby agree that W-net Fund I, L.P. shall be enter into any agreement in connection with the Investor Representative. Except as set forth herein, the Investor Representative will not be entitled to any fee, commission or other compensation for the performance of its service hereunder, but will be entitled to the payment of all of its expenses incurred as the Investor Representative to be paid transactions contemplated by PHI. (b) In dealing with this Agreement and any instrumentstransactions contemplated by the Transaction Documents, agreements or documents relating thereto, and in exercising or failing to (b) exercise all or any of the obligations required powers, authority and discretion conferred on such Investor under this Agreement or any of the Transaction Documents, (c) waive any terms and conditions of this Agreement or any of the Transaction Documents, (d) give and receive notices on such Investor’s behalf and to be performed such Investor’s exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement or any Transaction Document, and the Investor Representative hereunder or thereunder, (i) the Investor Representative will not assume anyagrees to act as, and will incur no, liability whatsoever to any Person because of any error in judgment or other act or omission performed or omitted in good faith hereunder or in connection with this Agreement, undertake the duties and (ii) the Investor Representative will be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Investor Representative pursuant to such advice will not subject the Investor Representative to liability to any Person. (c) PHI shall indemnify the Investor Representative and hold the Investor Representative harmless against any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Investor Representative and arising out responsibilities of, or in connection with, the acceptance or administration such agent and attorney-in-fact. This power of the Investor Representative’s duties hereunder, including the fees attorney is coupled with an interest and expenses of any legal counsel, accountant or other professional advisor retained by the Investor Representativeis irrevocable. The Investor Representative will shall not be entitled liable for any action taken or not taken by it in connection with its obligations under this Agreement: (i) with the consent of Investors who, as of the date of this Agreement have subscribed for more than fifty percent (50%) of the Units issued pursuant to this Agreement or (ii) in the advancement and reimbursement by PHI absence of costs and expenses incurred by, its own gross negligence or on behalf of, willful misconduct. If the Investor Representative shall be unable or unwilling to serve in such capacity, its successor shall be named by those persons holding more than fifty percent (50%) of the performance Units issued pursuant to this Agreement who shall serve and exercise the powers of its duties Investor Representative hereunder, including the fees and expenses of any legal counsel.

Investor Representative. Each Investor, severally and not jointly, hereby appoints the Placement Agent (together with its permitted successors, and in this context, the “Investor Representative”), as its true and lawful agent and attorney-in-fact without the need for any further consent or further action on the part of any Investor to: (a) The Parties hereby agree that W-net Fund I, L.P. shall be enter into any agreement in connection with the Investor Representative. Except as set forth herein, the Investor Representative will not be entitled to any fee, commission or other compensation for the performance of its service hereunder, but will be entitled to the payment of all of its expenses incurred as the Investor Representative to be paid transactions contemplated by PHI. (b) In dealing with this Agreement and any instrumentstransactions contemplated by the Transaction Documents, agreements or documents relating thereto, (b) accept delivery of the Shares and in exercising or failing to the Warrants comprising the Units purchased hereunder; (c) exercise all or any of the obligations required powers, authority and discretion conferred on such Investor under this Agreement or any of the Transaction Documents, (d) waive any terms and conditions of this Agreement or any of the Transaction Documents, including, but not limited to, waive any negative or affirmative covenants of the Company contained in any Transaction Document, (e) give and receive notices on such Investor’s behalf and to be performed such Investor’s exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement or any Transaction Document, and the Investor Representative hereunder or thereunder, (i) the Investor Representative will not assume anyagrees to act as, and will incur no, liability whatsoever to any Person because of any error in judgment or other act or omission performed or omitted in good faith hereunder or in connection with this Agreement, undertake the duties and (ii) the Investor Representative will be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Investor Representative pursuant to such advice will not subject the Investor Representative to liability to any Person. (c) PHI shall indemnify the Investor Representative and hold the Investor Representative harmless against any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Investor Representative and arising out responsibilities of, or in connection with, the acceptance or administration such agent and attorney-in-fact. This power of the Investor Representative’s duties hereunder, including the fees attorney is coupled with an interest and expenses of any legal counsel, accountant or other professional advisor retained by the Investor Representativeirrevocable. The Investor Representative will shall not be entitled to liable for any action taken or not taken by it in connection with its obligations under this Agreement: (i) with the advancement and reimbursement by PHI consent of costs and expenses incurred byInvestors who, as of the date of this Agreement have subscribed for (or, if a Closing has occurred, as of the date of the latest Closing own) more than fifty percent (50%) of the Units; or on behalf of, (ii) in the absence of its own gross negligence or willful misconduct. If the Investor Representative shall be unable or unwilling to serve in such capacity, its successor shall be named by those persons holding more than fifty percent (50%) of the performance Units who shall serve and exercise the powers of its duties Investor Representative hereunder, including the fees and expenses of any legal counsel.

Investor Representative. (a) The Parties Each of the Investors hereby agree that W-net Fund I, L.P. shall be the irrevocably appoint each of P▇▇▇ ▇▇▇▇▇▇▇▇ and C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as an “Investor Representative. Except ” and in such capacity as set forth hereinits agent and attorney-in-fact to take such action as agent and attorney-in-fact on its, the Investor Representative will not be entitled her or his behalf and to any fee, commission or other compensation for the performance of its service hereunder, but will be entitled to the payment of all of its expenses incurred as the Investor Representative to be paid by PHI. (b) In dealing with exercise such powers under this Agreement and any instrumentsother Transaction Document which require any form of approval or consent of any Investor, agreements or documents together with all such powers as are reasonably incidental thereto. All actions taken by either Investor Representative under this Agreement and any other Transaction Document shall be binding upon the Investors and their successors as if expressly confirmed and ratified in writing by each of them. Authentic shall be entitled to deal exclusively with the Investor Representatives on behalf of any and all Investors with respect to all matters relating theretoto this Agreement and any other Transaction Document, and in shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Investor by an Investor Representative, and on any other action taken or purported to be taken on behalf of any Investor by an Investor Representative, as fully binding upon such Investor. Without limiting the generality of the foregoing, each Investor Representative, acting alone without the consent of any other Investor, is hereby authorized by each Investor to (i) take any and all actions under this Agreement without any further consent or approval from any other Person, (ii) receive or give notices hereunder, and/or (iii) execute and deliver documents, releases and/or receipts hereunder. The parties confirm their understanding that each Investor Representative is also an Investor, and that the Investor Representatives will have the same rights and powers under this Agreement as the other Investors and may exercise or refrain from exercising the same as though it were not an Investor Representative. This Section 2.21 sets forth all of the duties of the Investor Representatives with respect to any and all matters pertinent hereto. No implied duties or failing to exercise all obligations will be read into this Agreement or any of the obligations required to be performed by the Investor Representative hereunder or thereunder, (i) the Investor Representative will not assume any, and will incur no, liability whatsoever to any Person because of any error in judgment or other act or omission performed or omitted in good faith hereunder or in connection with this Agreement, and (ii) the Investor Representative will be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Investor Representative pursuant to such advice will not subject the Investor Representative to liability to any Person. (c) PHI shall indemnify the Investor Representative and hold the Investor Representative harmless Transaction Documents against any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Investor Representative and arising out of, or in connection with, the acceptance or administration of the Investor Representative’s duties hereunder, including the fees and expenses of any legal counsel, accountant or other professional advisor retained by the Investor Representative. The Investor Representative will be entitled to the advancement and reimbursement by PHI obligations of costs and expenses incurred by, or on behalf of, the Investor Representative in Representatives hereunder and under the performance of its duties hereunder, including the fees Transaction Documents are only those expressly set forth herein and expenses of any legal counseltherein.