Common use of Members’ Representative Clause in Contracts

Members’ Representative. Neither the Members’ Representative nor its members, managers, directors, officers, contractors, agents or employees, including the Initial Contingent Payment Holders (collectively, the “Members’ Representative Group”) shall be liable in connection with this Agreement, except and only to the extent of the Members’ Representative Group’s bad faith or fraud. Parent and its Affiliates and Representatives may rely entirely and conclusively, without further inquiry, on its dealings with, and notices to and from, the Members’ Representative to satisfy any obligations it may have under this Agreement. The Person then serving as Members’ Representative may at any time provide written notice to Parent that it is designating a different Person as successor Member’s Representative, whereupon such different Person shall be the Members’ Representative for all purposes under this Agreement.