Common use of Member Representatives Clause in Contracts

Member Representatives. The Company and each Member hereby agree that ▇▇▇▇▇ ▇▇▇▇▇ shall be appointed as the Member Representative, with respect to himself, ▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇ shall be appointed as Member Representative with respect to himself and ▇▇▇▇▇ Ireland, in each case as the attorney-in-fact for and on behalf of each of them, and the taking by the Member Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement to which the Company and/ or any Member is a party, including the exercise of the power to (i) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (ii) resolve any indemnification claims, and (iii) take all actions necessary in the judgment of the Member Representative for the accomplishment of the other terms, conditions and limitations of this Agreement. Accordingly, the Member Representatives have authority and power to act on behalf of the Company prior to Closing and each Member represented by such Member Representative with respect to this Agreement and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement or any ancillary agreement hereto to which the Company and/ or any Member is a party. Each Member will be bound by all actions taken by its Member Representative in connection with this Agreement to which such Party is a party and Parent shall only be required to acknowledge or act upon written communication signed by the Member Representatives. Such agency may be changed with respect to each such Member Representative by the majority of the Members represented thereby; provided, however, that no such Member Representative may be removed unless any such majority agrees to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, each Member Representative may resign at any time by providing written notice of intent to resign to the Members, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the relevant Members. No bond shall be required of any Member Representative, and no Member Representative shall receive any compensation for its services. No Member Representative shall be liable to the Members for any act done or omitted hereunder as Member Representative while acting in good faith and in the exercise of reasonable judgment, even if such act or omission constitutes negligence on the part of such Member Representative. Each Member Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. Each Member Representative may engage attorneys, accountants and other professionals and experts. Each Member Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by such Member Representative based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. The Members shall indemnify their respective Member Representative and hold such Member Representative harmless against any loss, liability or expense incurred on the part of such Member Representative (so long as such Member Representative was acting in good faith in connection therewith) and arising out of or in connection with the acceptance or administration of the Member Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Member Representative.

Member Representatives. (a) The Company and each Member Members hereby agree that ▇▇▇▇▇ ▇▇▇▇▇ shall be appointed as the Member Representative, with respect to himself, ▇▇▇ ▇▇▇▇▇ and appoint ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ shall be appointed to serve as the co-representatives of all Members as provided herein (each a “Member Representative with respect to himself Representative”, and together, the “Member Representatives”). By signing this Agreement in their respective capacity as a Member Representative, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ Ireland▇▇▇▇▇▇▇▇▇▇▇ hereby each accept the appointment as a Member Representative for purposes of this Agreement and the Escrow Agreement. Each Member, in each case by the execution of this Agreement, hereby irrevocably appoints the Member Representatives as the representative, proxy, agent and attorney-in-fact fact, with full power of substitution for such Member, for the limited purposes of carrying out the express duties of the Member Representatives under this Agreement and the Escrow Agreement. Within the scope of that limited purpose, each Member grants the Member Representatives the full and exclusive power and authority to represent and bind such Member with respect to all matters relating to, arising under or pursuant to the express duties of the Member Representatives under this Agreement and the Escrow Agreement. From and after the Closing, the Member Representatives shall be the final, single point representative for and on behalf of each of them, Member and the taking by Parent will be obliged to deal only with the Member Representatives. A decision, act, consent or instruction of the Member Representatives as to any of the foregoing matters shall constitute a decision of all Members and shall be final, binding and conclusive on each Member. Parent and Merger Sub may rely, without independent investigation upon such decision, act, consent or instruction of the Member Representatives, as being the decision, act, consent or instruction of every Member. EACH MEMBER AGREES THAT SUCH AGENCY AND PROXY ARE COUPLED WITH AN INTEREST, ARE THEREFORE IRREVOCABLE WITHOUT THE CONSENT OF THE MEMBER REPRESENTATIVES AND PARENT, AND SHALL SURVIVE THE DEATH, INCAPACITY, BANKRUPTCY, DISSOLUTION OR LIQUIDATION OF ANY MEMBER. Upon the death, incapacity or resignation of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as a Member Representative, Members shall, within ten Business Days, provide Parent with prompt written notice of the identity and contact information of a successor Member Representative and a copy of any and all actions and a written acknowledgement of his, her or its appointment executed by such successor Member Representative. The Member Representatives may only act in their capacity as Member Representatives if both Member Representatives consent to the making of any decisions required or permitted action to be taken. If the Member Representatives cannot come to an agreement on an action to be taken by him under this Agreement or the Escrow Agreement to which the Company and/ or any in their capacity as Member is a party, including the exercise of the power to (i) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (ii) resolve any indemnification claims, and (iii) take all actions necessary in the judgment of the Member Representative for the accomplishment of the other terms, conditions and limitations of this Agreement. AccordinglyRepresentatives, the Member Representatives have authority and power to act on behalf of shall take the Company prior to Closing and each Member represented by such Member Representative with respect to this Agreement and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement or any ancillary agreement hereto to which the Company and/ or any Member is action that a party. Each Member will be bound by all actions taken by its Member Representative in connection with this Agreement to which such Party is a party and Parent shall only be required to acknowledge or act upon written communication signed by the Member Representatives. Such agency may be changed with respect to each such Member Representative by the majority of the Members represented thereby; provided, however, that no such deems appropriate. (b) The Member Representative may be removed unless any such majority agrees to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, each Member Representative may resign at any time by providing written notice of intent to resign to the Members, which resignation Representatives shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the relevant Members. No bond shall be required of any Member Representative, and no Member Representative shall receive any compensation for its services. No Member Representative shall not be liable to the Members any Member for any act done or omitted hereunder as the Member Representative while acting in good faith Representatives without gross negligence or willful misconduct or fraud. To the fullest extent permitted by Applicable Law, the Members shall severally indemnify the Member Representatives and in the exercise of reasonable judgmenthold them each harmless against any loss, even if such act liability or omission constitutes negligence expense incurred without gross negligence, willful misconduct or fraud on the part of such the Member Representative. Each Representatives and arising out of or in connection with the acceptance or administration of their duties hereunder and under the Escrow Agreement, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Member Representative Representatives in connection with their duties hereunder. (c) The Member Representatives shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. Each The Member Representative Representatives may engage attorneys, accountants accountants, advisors, consultants and obtain such other professionals professional and expertsexpert assistance, and maintain such records, as the Member Representatives may deem necessary or desirable and incur other out-of-pocket expenses related to performing their services hereunder. Each The Member Representative Representatives may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by such the Member Representative Representatives based on such reliance shall be deemed conclusively to have been taken in good faith faith. (d) All of the immunities and powers granted to the Member Representatives under this Agreement shall survive the Closing. (e) Upon the Closing, Parent shall wire to the Member Representatives (i) the Member Representative Expense Amount out of the Cash Consideration in accordance with Section 3.02(b)(iii)(F), which shall be held by the exercise Member Representatives in a segregated client account (the “Member Representative Expense Account”) and shall be used for the purposes of reasonable judgmentpaying directly or reimbursing the Member Representatives for any third party expenses pursuant to this Agreement, and (ii) the Special Member’s Amount out of the Cash Consideration in accordance with Section 3.02(b)(iii)(I), which shall be held by the Member Representatives in a segregated client account (the “Special Members’ Account”) pursuant to a separate agreement among all of the Members (the “Special Members’ Agreement”). The Members acknowledge that the Member Representatives are not providing any investment supervision, recommendations or advice. The Member Representatives shall indemnify their respective Member Representative and hold such Member Representative harmless against have no responsibility or liability for any loss, liability or expense incurred on the part loss of such Member Representative (so long as such Member Representative was acting in good faith in connection therewith) and arising out of or in connection with the acceptance or administration principal of the Member Representative’s duties hereunderRepresentative Expense Account and the Special Members’ Account other than as a result of their gross negligence or actual fraud. As soon as practicable following the release in full of the Indemnification Escrow Fund and the Special Election Escrow Fund pursuant to terms and conditions of the Escrow Agreement, including the reasonable fees Member Representatives shall disburse the balance, if any, of the Member Representative Expense Account to Members in accordance with their respective Pro Rata Percentage. The Special Members’ Account will be disbursed in accordance with the Special Members’ Agreement. For Tax purposes, the Member Representative Expense Amount and expenses of any legal counsel retained the Special Members’ Amount will be treated as having been received and voluntarily set aside by the Member RepresentativeMembers at the time of the Closing.