Other Escrow Terms Clause Samples

Other Escrow Terms. By their approval of the Merger, each of the FTI Shareholders (which specifically include Founder, Kozi▇▇▇ ▇▇▇ Snow) will be conclusively deemed to have consented to, approved and agreed to be personally bound by: (i) the indemnification provisions of Article 11; (ii) the Escrow Agreement; (iii) the appointment of J. Mich▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ the representative of the FTI Shareholders, together with his successor(s), as representative of the FTI Shareholders: (the "REPRESENTATIVE") under the Escrow Agreement and as the attorney-in-fact and agent for and on behalf of each FTI Shareholder as provided in the Escrow Agreement; and (iv) the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under the Escrow Agreement, including, without limitation, the exercise of the power to: (1) authorize delivery to HNC of Escrow Property in satisfaction of indemnity claims by HNC or any other Indemnified Person (as defined herein) pursuant to Article 11 hereof and/or the Escrow Agreement; (2) agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (3) arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article 11; and (4) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing. The Representative will have unlimited authority and power to act on behalf of each FTI Shareholder with respect to the Escrow Agreement and the disposition, settlement or other handling of all claims governed by the Escrow Agreement, and all rights or obligations arising under the Escrow Agreement so long as all FTI Shareholders are treated in the same manner. Each FTI Shareholder will be bound by all actions taken by the Representative in connection with the Escrow Agreement, and HNC will be entitled to rely on any action or decision of the Representative. In performing the functions specified in this Agreement and the Escrow Agreement, the Representative will not be liable to any FTI Shareholder in the absence of gross negligence or willful misconduct on the part of the Representative. Any out-of-pocket costs and expenses reasonably incurred by the Representative in connection with actions taken pursuant to the terms of the Escrow Agreement will be paid by the FTI Shareholders to the Representative pro rata in proportio...