Common use of Members’ Representative Clause in Contracts

Members’ Representative. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ is hereby constituted to act as the agent, proxy, attorney-in-fact and representative for the Members and their successors and assigns for all purposes under this Agreement (the “Member Representative”), and the Member Representative, by his signature below, agrees to serve in such capacity. The Member Representative shall have the power and authority to take such actions on behalf of each Member as the Member Representative, in his sole judgment, may deem to be in the best interests of the Members or otherwise appropriate on all matters related to or arising from this Agreement or any other Member Ancillary Document. Such powers shall include (a) executing and delivering any Member Ancillary Document, and any and all supplements, amendments, waivers or modifications thereto; (b) giving and receiving notices and other communications relating to this Agreement, the other Member Ancillary Documents and the transactions contemplated hereby and thereby; (c) taking or refraining from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and disputes arising out of or related to this Agreement, including matters in Article 9, the other Member Ancillary Documents and the performance or enforcement of the obligations, duties and rights pursuant to this Agreement and the other Member Ancillary Documents; and (d) taking all actions necessary or appropriate in connection with any disputes regarding the Working Capital Statement or the Earn-Out Payment or any calculation hereunder. The power of attorney appointing the Member Representative as attorney-in-fact is coupled with an interest and the death or incapacity of any Member shall not terminate or diminish the authority and agency of the Member Representative.

Members’ Representative. By executing this Agreement, each of the ---------------------- Members (notwithstanding any Member's current or future mental or physical disability or incompetency) hereby irrevocably constitutes and appoints D. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and his successors, acting as hereinafter provided, as his attorney-in-fact and agent in his name, place and ▇▇▇▇▇ in connection with the transactions and agreements contemplated by this Agreement with respect to matters subsequent to the Closing Date (the "Members' Representative"), and acknowledges that such appointment is coupled with an interest. By executing this Agreement under the heading "Members' Representative," D. ▇▇▇▇▇▇▇ is ▇▇▇▇▇ hereby constituted (i) accepts his appointment and authorization to act as the agent, proxy, attorney-in-fact and representative for the Members and their successors and assigns for all purposes under this Agreement (the “Member Representative”), and the Member Representative, by his signature below, agrees to serve in such capacity. The Member Representative shall have the power and authority to take such actions on behalf of each Member as the Member Representative, in his sole judgment, may deem to be in the best interests of the Members or otherwise appropriate on all matters related to or arising from this Agreement or any other Member Ancillary Document. Such powers shall include (a) executing and delivering any Member Ancillary Document, and any and all supplements, amendments, waivers or modifications thereto; (b) giving and receiving notices and other communications relating to this Agreement, the other Member Ancillary Documents and the transactions contemplated hereby and thereby; (c) taking or refraining from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and disputes arising out of or related to this Agreement, including matters in Article 9, the other Member Ancillary Documents and the performance or enforcement of the obligations, duties and rights pursuant to this Agreement and the other Member Ancillary Documents; and (d) taking all actions necessary or appropriate in connection with any disputes regarding the Working Capital Statement or the Earn-Out Payment or any calculation hereunder. The power of attorney appointing the Member Members' Representative as attorney-in-fact and agent on behalf of the Members in accordance with the terms of this Agreement, and (ii) agrees to perform his obligations under, and otherwise comply with, this Section 12.10. ------------- (a) Each Member by this Agreement fully and completely, with respect to matters subsequent to the Closing Date, hereby: (a) authorizes the Members' Representative (i) to dispute or to refrain from disputing any claim made by Purchaser under this Agreement or the other Purchase Agreements, (ii) to negotiate and compromise any dispute which may arise under, and to exercise or refrain from exercising remedies available under this Agreement or the other Purchase Agreements and to sign any release or other document with respect to such dispute or remedy, and (iii) to give such instructions and to do such other things and refrain from doing such other things as the Members' Representative shall deem necessary or appropriate to carry out the provisions of this Agreement or the other Purchase Agreements; and (b) agrees to be bound by all agreements and determinations made by and documents executed and delivered by the Members' Representative under this Agreement or the other Purchase Agreements. (b) Each of the Members hereby expressly acknowledges and agrees that the Members' Representative is coupled with an interest authorized to act on his behalf, notwithstanding any dispute or disagreement between the Members, and that Purchaser and any other person or entity shall be entitled to rely on any and all actions taken by the death Members' Representative under this Agreement or incapacity the other Purchase Agreements without any liability to, or obligation to inquire of, any of the Members. Purchaser and any other person or entity is hereby expressly authorized to rely on the genuineness of the signatures of both members of the Members' Representative, and upon receipt of any Member shall not terminate writing which reasonably appears to have been signed by Members' Representative, Purchaser and any other person or diminish entity may act upon the authority and agency same without any further duty of inquiry as to the genuineness of the Member writing. (c) If D. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ceases to function in his capacity as the Members' Representative for any reason whatsoever, then the Members shall appoint, within thirty (30) days after such occurrence, a successor Members' Representative. (d) The authorizations of the Members' Representative shall be effective until his rights and obligations under this Agreement terminate by virtue of the termination of any and all obligations of the Members to the Purchaser under this Agreement.