Common use of Owner Representative Clause in Contracts

Owner Representative. (a) Each Owner hereby irrevocably appoints and designates Savant as his representative and attorney-in-fact (the "Representative"). (b) The Owners hereby authorize the Representative (i) to take all action necessary in connection with (AA) the waiver of any condition to the obligations of any Owner to consummate the transactions contemplated hereby, or (BB) the defense and/or settlement of any claims for which any Owner may be required to indemnify Buyer pursuant to ARTICLE 5 4 6 hereof; (ii) to give and receive all notices required or permitted under this Agreement, and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Owners by the terms of this Agreement. (c) In the event that the Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Owners will select another representative to fill each such vacancy and such substituted representative will be irrevocably appointed and designated the Representative for all purposes of this Agreement. (d) All decisions and actions by the Representative, including, without limitation, (i) any agreement between the Representative and Parent or Buyer relating to the waiver of any condition to the obligations of any Owner to consummate the transaction contemplated hereby, or (ii) the defense or settlement of any claims for which the Owners may be required to indemnify Parent or Buyer pursuant to ARTICLE 5 hereof will be binding upon all of the Owners, and no Owner will have the right to object, dissent, protest or otherwise contest the same. (e) By their execution of this Agreement, each of the Owners agree that: (1) Parent and Buyer will be able to rely conclusively on the written instructions and written decisions of the Representative as to (AA) the settlement of any claims made pursuant to ARTICLE 5 hereof, and (BB) any other actions required to be taken by the Representative hereunder, and no party hereunder will have any cause of action against Parent or Buyer for any action taken by Parent or Buyer in reliance upon the instructions or decisions of the Representative; (2) all actions, decisions and instructions of the Representative will be conclusive and binding upon all of the Owners, and, except as otherwise agreed to by the Owners, no party hereto will have any cause of action against the Representative, in his capacity as a Representative, for any action taken, decision made or instruction given by the Representative under this Agreement, except for fraud or willful misconduct by the Representative; (3) the provisions of this SECTION 1.7 are independent and severable, are irrevocable and coupled with an interest and will be enforceable notwithstanding any rights or remedies that any Owner may have in connection with the transactions contemplated by this Agreement; and (4) the provisions of this SECTION 1.7 will be binding upon the executors, heirs, legal representatives and successors of each Owner, and any references in this Agreement to an Owner will mean and include the successors to the rights of the Owners hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. Notwithstanding the foregoing, the Representative may not bind any Owner with respect to matters pertaining to ARTICLE 7 hereof.

Owner Representative. (a) Each The Owner hereby irrevocably appoints and designates Savant Representative, after appointment by the Zephyr Owners, shall serve as his representative and their attorney-in-fact (and agent to the "Representative")Zephyr Owners and their successors in their name, place and ▇▇▇▇▇ in connection with the authority granted to such Owner Representative pursuant to this Section 10.12. (b) The Owners hereby authorize After appointment by the Zephyr Owners, the Owner Representative (i) to take all action necessary in connection with (AA) will act as the waiver sole point of any condition to contact between the obligations of any Owner to consummate Buyer Parties and the transactions contemplated herebyZephyr Owners, or (BB) the defense and/or settlement of any claims for which any Owner may be required to indemnify Buyer pursuant to ARTICLE 5 4 6 hereof; (ii) to give and receive all notices required or permitted under this Agreement, and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Owners by the terms of this Agreement. (c) In the event that the Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Owners will select another representative to fill each such vacancy and such substituted representative will be irrevocably appointed and designated the Representative for all purposes of this Agreement. (d) All decisions and actions by the Representative, including, without limitation, (i) any agreement between the Representative and Parent or Buyer relating to the waiver of any condition to the obligations of any Owner to consummate the transaction contemplated hereby, or (ii) the defense or settlement of any claims for which the Owners may be required to indemnify Parent or Buyer pursuant to ARTICLE 5 hereof will be binding upon all of the Owners, and no Owner will have the right to object, dissent, protest or otherwise contest the same. (e) By their execution of this Agreement, each of the Owners agree that: (1) Parent and Buyer will be able to rely conclusively on the written instructions and written decisions of the Representative as to (AA) the settlement of any claims made pursuant to ARTICLE 5 hereof, and (BB) any other actions required or permitted to be taken by the Representative hereunder, and no party hereunder will have any cause of action against Parent or Buyer for any action taken by Parent or Buyer in reliance upon the instructions or decisions of the Representative; (2) all actions, decisions and instructions of the Representative will be conclusive and binding upon all of the Owners, and, except as otherwise agreed to by the Owners, no party hereto will have any cause of action against the Representative, in his capacity as a Representative, for any action taken, decision made or instruction given by the Owner Representative under this Agreement, except for fraud or willful misconduct by the Representative; (3) the provisions of this SECTION 1.7 are independent and severable, are irrevocable and coupled with an interest and will be enforceable notwithstanding any rights or remedies that any Owner may have in connection with this Agreement and to do all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement, and for the following additional purposes: (A) to give and receive notices and communications to or from the Buyer Parties relating to this Agreement and the Ancillary Agreements and the other transactions contemplated by this Agreement and the Ancillary Agreements; and (4B) to execute and deliver the Paying Agent Agreement at the Closing, to give and receive notices and communications to or from the Paying Agent in matters relating to the Paying Agent Agreement, and to otherwise perform the Owner Representative’s obligations as set forth in the Paying Agent Agreement; (C) to act on such Zephyr Owner’s behalf with respect to the matters set forth in Section 2.9, in accordance with the terms and provisions of Section 2.9, including giving and receiving all notices and communications to be given or received with respect to the matters set forth in Section 2.9; (D) to authorize deliveries to the Buyer Parties of cash from the Escrow Account in satisfaction of claims for indemnification pursuant to Article VIII, Section 2.9 or otherwise pursuant to this SECTION 1.7 will Agreement; (E) to authorize deliveries to the Zephyr Owners of cash from the Escrow Account once such funds are eligible for distribution therefrom; (F) to establish a reserve in the amount of $250,000.00 from the Merger Consideration with respect to the Zephyr Owners based upon their respective Zephyr Owner Percentage, to fund potential expenses of the Owner Representative in carrying out its authorized duties hereunder (the “Owner Representative Reserve”); (G) on behalf of the Zephyr Owners, to initiate or to refrain from initiating or to dispute or to refrain from disputing any indemnity or other claim under this Agreement and the Ancillary Agreements, as the Owner Representative, in its reasonable discretion, determines to be binding upon necessary or desirable; (H) on behalf of the executorsZephyr Owners, heirsto negotiate, legal representatives compromise and successors resolve any dispute which may arise under this Agreement or the Ancillary Agreements, as the Owner Representative, in its reasonable discretion, determines to be necessary or desirable; (I) on behalf of the Zephyr Owners, to exercise or refrain from exercising remedies available under this Agreement and the Ancillary Agreements and to sign any release or other document with respect to such dispute or remedy, as the Owner Representative, in its reasonable discretion, determines to be necessary or desirable; (J) to consent or agree to any amendment to this Agreement or the Ancillary Agreements, as the Owner Representative, in its reasonable discretion, determines to be necessary or desirable; (K) to execute and deliver waivers and consents in connection with this Agreement and the Ancillary Agreements as the Owner Representative, in its reasonable discretion, determines to be necessary or desirable; and (L) to take all actions necessary or appropriate in the reasonable discretion of the Owner Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Zephyr Owner, and any references (ii) agrees to be bound by all agreements and determinations made by and documents executed and delivered by the Owner Representative pursuant to the authority granted to it hereunder. The Owner Representative shall have no duties or responsibilities except those expressly set forth in this Agreement and the Letter of Transmittal. (c) After appointment by the Zephyr Owners, the Owner Representative will be authorized to an act on a Zephyr Owners behalf, notwithstanding any dispute or disagreement between any Zephyr Owner will mean and include the successors Owner Representative, and each Indemnified Party and any other Person shall be entitled to rely on any and all actions taken by the Owner Representative under this Agreement without any liability to, or obligation to inquire of, any of the Zephyr Owners. Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Owner Representative that is within the scope of the Owner Representative’s authority under this Section 10.12 shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Zephyr Owners and shall be final, binding and conclusive upon each such Zephyr Owner. Each Indemnified Party and any other Person shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Zephyr Owner. (d) The Owner Representative may resign at any time upon written notice to the rights Buyer Parties and by providing the Buyer Parties with the name of the successor Owner Representative as designated by action of the Zephyr Owners hereunder, whether who hold a majority of the Zephyr Owner Percentage. If for any reason no successor has been appointed pursuant to testamentary dispositionthe foregoing within sixty (60) days, then the Buyer Parties shall have the right to appoint a successor (which successor shall be independent of the Buyer Parties and their Affiliates). (e) The authorizations of the Owner Representative shall be effective until its rights and obligations under this Agreement terminate by virtue of the termination of any and all obligations of the Owner Representative and the Buyer under this Agreement. (f) The Buyer Parties shall be entitled to deal exclusively with, and rely upon the authority of, the laws Owner Representative to act as the agent of descent and distribution or otherwise. Notwithstanding the foregoing, the Representative may not bind any Owner with respect to matters pertaining to ARTICLE 7 hereofZephyr Owners.

Owner Representative. (a) Each Owner hereby irrevocably appoints and designates Savant Haeri as his representative and attorney-in-fact (the "Representative"). (b) The Owners hereby authorize the Representative (i) to take all action necessary in connection with (AA) the waiver of any condition to the obligations of any Owner to consummate the transactions contemplated hereby, or (BB) the defense and/or settlement of any claims for which any Owner may be required to indemnify Buyer pursuant to ARTICLE 5 4 6 hereof; (ii) to give and receive all notices required or permitted under this Agreement, and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Owners by the terms of this Agreement. (c) In the event that the Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Owners will select another representative to Beme▇▇ ▇▇▇ll fill each such vacancy and such substituted representative will shall be irrevocably appointed and designated the Representative for all purposes of this Agreement. (d) All decisions and actions by the Representative, including, without limitation, (i) any agreement between the Representative and Parent or Buyer relating to the waiver of any condition to the obligations of any Owner to consummate the transaction contemplated hereby, or (ii) the defense or settlement of any claims for which the Owners may be required to indemnify Parent or Buyer pursuant to ARTICLE 5 hereof will be binding upon all of the Owners, and no Owner will have the right to object, dissent, protest or otherwise contest the same. (e) By their execution of this Agreement, each of the Owners agree that: (1) Parent and Buyer will be able to rely conclusively on the written instructions and written decisions of the Representative as to (AA) the settlement of any claims made pursuant to ARTICLE 5 hereof, and (BB) any other actions required to be taken by the Representative hereunder, and no party hereunder will have any cause of action against Parent or Buyer for any action taken by Parent or Buyer in reliance upon the instructions or decisions of the Representative; (2) all actions, decisions and instructions of the Representative will be conclusive and binding upon all of the Owners, and, except as otherwise agreed to by the Owners, no party hereto will have any cause of action against the Representative, in his capacity as a Representative, for any action taken, decision made or instruction given by the Representative under this Agreement, except for fraud or willful misconduct by the Representative; (3) the provisions of this SECTION 1.7 1.8 are independent and severable, are irrevocable and coupled with an interest and will be enforceable notwithstanding any rights or remedies that any Owner may have in connection with the transactions contemplated by this Agreement; and (4) the provisions of this SECTION 1.7 1.8 will be binding upon the executors, heirs, legal representatives and successors of each Owner, and any references in this Agreement to an Owner will mean and include the successors to the rights of the Owners hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. Notwithstanding the foregoing, the Representative may not bind any Owner with respect to matters pertaining to ARTICLE 7 hereof.

Owner Representative. By their approval of the Merger, each of the Owners shall conclusively be deemed to have consented to, approved and agreed to be personally bound by, as applicable: (ai) Each the appointment of TC Equity Partners IV, L.L.C. as the initial Owner hereby irrevocably appoints Representative and designates Savant as his representative and the attorney-in-fact (and agent for and on behalf of each of the "Representative"). (b) The Owners hereby authorize the Representative (i) to take all action necessary as provided in connection with (AA) the waiver of any condition to the obligations of any Owner to consummate the transactions contemplated hereby, or (BB) the defense and/or settlement of any claims for which any Owner may be required to indemnify Buyer pursuant to ARTICLE 5 4 6 hereofthis Agreement; (ii) to give the taking by the Owner Representative of any and receive all notices actions and the making of any decisions required or permitted under this Agreement, and (iii) to take any and all additional action as is contemplated to be taken by the Owner Representative under this Agreement; (iii) the obligation of each Owner to reimburse the Owner Representative as set forth in the last sentence of this Section 2.7 in the event that the Owner Representative incurs any expenses in connection with fulfilling its responsibilities under Article VI, which expenses are not otherwise reimbursable by the Fund in accordance with Article VI; and (iv) the obligation to indemnify and hold the Owner Representative harmless from any Losses incurred by such Person in conduct of its duties under Article VI, except to the extent of any such Losses arising from fraud or wilful misconduct by the Owner Representative. The Owner Representative shall have authority and power to act on behalf of each Owner with respect to the disposition, settlement or other handling of all indemnity claims under Article VI so long as all the Owners are treated in a consistent manner in accordance with their interests and/or consent in writing to different treatment. Each Owner shall be bound by all actions taken by the terms Owner Representative in connection with indemnity claims under Article VI, and the Purchasers shall be entitled to rely on any action or decision of this Agreement. (c) the Owner Representative in connection therewith. The Owner Representative may be changed from time to time upon the approval of holders of a majority of the Escrow Shares. In the event that the Owner Representative diesincurs expenses or suffers Losses which are reimbursable or indemnifiable (as the case may be) by the Owners as described in clauses (iii) and (iv) above, becomes unable upon written notice by the Owner Representative to perform his responsibilities hereunder or resigns from the Fund, the Fund shall amend Schedule I of the Securityholders’ Agreement to reallocate the percentage interests of the Owners in the Escrow Shares pro rata as directed by the Owner Representative so that, immediately after such positionreallocation, in the event of a full release of the Escrow Shares to the Owners, the Owners will select another representative to fill each such vacancy and such substituted representative will be irrevocably appointed and designated the Representative for all purposes of this Agreement. (d) All decisions and actions by the Representative, including, without limitation, Owner Representative to receive the benefit of such reallocation (iwhich are anticipated to be the Owner Representative and/or one or more affiliates thereof) any agreement between would be entitled to receive an additional number of Escrow Shares having a value (based on the Representative Market Price Per Unit as of the relevant date of such notice and Parent or Buyer relating the applicable Exchange Ratio) equal to the waiver applicable amount of any condition to the obligations of any Owner to consummate the transaction contemplated herebyreimbursable expenses or indemnifiable Losses, or (ii) the defense or settlement of any claims for which the Owners may be required to indemnify Parent or Buyer pursuant to ARTICLE 5 hereof will be binding upon all of the Owners, and no Owner will have the right to object, dissent, protest or otherwise contest the sameas applicable. (e) By their execution of this Agreement, each of the Owners agree that: (1) Parent and Buyer will be able to rely conclusively on the written instructions and written decisions of the Representative as to (AA) the settlement of any claims made pursuant to ARTICLE 5 hereof, and (BB) any other actions required to be taken by the Representative hereunder, and no party hereunder will have any cause of action against Parent or Buyer for any action taken by Parent or Buyer in reliance upon the instructions or decisions of the Representative; (2) all actions, decisions and instructions of the Representative will be conclusive and binding upon all of the Owners, and, except as otherwise agreed to by the Owners, no party hereto will have any cause of action against the Representative, in his capacity as a Representative, for any action taken, decision made or instruction given by the Representative under this Agreement, except for fraud or willful misconduct by the Representative; (3) the provisions of this SECTION 1.7 are independent and severable, are irrevocable and coupled with an interest and will be enforceable notwithstanding any rights or remedies that any Owner may have in connection with the transactions contemplated by this Agreement; and (4) the provisions of this SECTION 1.7 will be binding upon the executors, heirs, legal representatives and successors of each Owner, and any references in this Agreement to an Owner will mean and include the successors to the rights of the Owners hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. Notwithstanding the foregoing, the Representative may not bind any Owner with respect to matters pertaining to ARTICLE 7 hereof.

Owner Representative. (a) Each Owner hereby irrevocably appoints and designates Savant ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the “Owner Representative”) as his representative and attorney-in-fact (fact, and authorizes the "Representative"). (b) The Owners hereby authorize Owner Representative to act on their behalf to supervise the Representative (i) Closing, to take all action necessary in connection with (AA) the waiver of execute and deliver any condition to the obligations instruments, agreements or documents required of any Owner to consummate and receive documents required of Federated at the transactions contemplated herebyClosing, or (BB) the defense and/or settlement of any claims for which any Owner may be required to indemnify Buyer pursuant to ARTICLE 5 4 6 hereof; (ii) to give and receive all any notices for any Owner pursuant to this Agreement, to receive and distribute any amounts payable by Federated hereunder or under any other Transaction Documents, to take any other action required or permitted by this Agreement, and to administer all other matters related to this Agreement and the other Transaction Documents, as contemplated hereby and thereby. Each Owner hereby confirms all actions that the Owner Representative shall do or cause to be done by virtue of his appointment as the Owner Representative of the Owner. The Owner Representative shall act for each Owner on all of the matters set forth in this Agreement and any other Transaction Document in the manner the Owner Representative believes to be in the best interest of each Owner and consistent with the obligations under this Agreement and any other Transaction Document, but the Owner Representative shall not be responsible to any Owner for any Losses any Owner may suffer by the performance of his duties under this Agreement, other than Losses arising from the willful misconduct or gross negligence in the performance of his duties under this Agreement or any other Transaction Document. Each Owner agrees jointly and (iii) severally to take indemnify, defend and hold harmless the Owner Representative and his representatives from and against any and all additional action Losses that may be incurred by any of them arising out of or in connection with his appointment as is contemplated Owner Representative under this Agreement and the other Transaction Documents (except such as may result from the Owner Representative’s willful misconduct or gross negligence in the performance of his duties under this Agreement), including the legal costs of defending himself against any claim or Liability in connection with his performance under this Agreement and any other Transaction Document executed and delivered by the Owner Representative in connection with this Agreement. Except to the extent that the Owner Representative, as one of the Owner Parties, has agreed to be taken responsible (along with the other Owner Parties as contemplated herein) for indemnification obligations arising out of actions of or breaches by the Owners who are not Owner Parties, the Owner Representative, each Owner and Federated expressly acknowledge that the Owner Representative shall have no authority or responsibility to act on behalf of the Owners by the terms of this Agreement. (c) In the event that the Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the Owners will select another representative to fill each such vacancy and such substituted representative will be irrevocably appointed and designated the Representative for all purposes of this Agreement. (d) All decisions and actions by the Representative, including, without limitation, (i) any agreement between the Representative and Parent or Buyer relating to the waiver of any condition to the obligations of any Owner to consummate the transaction contemplated hereby, or (ii) the defense or settlement of any claims for which the Owners may be required to indemnify Parent or Buyer pursuant to ARTICLE 5 hereof will be binding upon all of the Owners, and no Owner will have the right to object, dissent, protest or otherwise contest the same. (e) By their execution of this Agreement, each of the Owners agree that: (1) Parent and Buyer will be able to rely conclusively on the written instructions and written decisions of the Representative as to (AA) the settlement of any claims made pursuant to ARTICLE 5 hereof, and (BB) any other actions required to be taken by the Representative hereunder, and no party hereunder will have any cause of action against Parent or Buyer for any action taken by Parent or Buyer in reliance upon the instructions or decisions of the Representative; (2) all actions, decisions and instructions of the Representative will be conclusive and binding upon all of the Owners, and, except as otherwise agreed to by the Owners, no party hereto will have any cause of action against the Representative, in his capacity as a Representative, for any action taken, decision made or instruction given by the Representative under this Agreement, except for fraud or willful misconduct by the Representative; (3) the provisions of this SECTION 1.7 are independent and severable, are irrevocable and coupled with an interest and will be enforceable notwithstanding any rights or remedies that any Owner may have in connection with the transactions contemplated by this Agreement; and (4) the provisions of this SECTION 1.7 will be binding upon the executorsany claim, heirs, legal representatives and successors of each Owner, and any references in this Agreement to an action or proceeding initiated against such Owner will mean and include the successors to the rights of the Owners hereunder, whether pursuant to testamentary dispositiona breach by such Owner of such Owner’s individual representations, the laws of descent and distribution warranties or otherwise. Notwithstanding the foregoing, the Representative may not bind any Owner with respect to matters pertaining to ARTICLE 7 hereofcovenants hereunder.

Owner Representative. (a) Each By the execution and delivery of this Agreement, including counterparts hereof, each Owner hereby irrevocably constitutes and appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as the true and designates Savant as his representative lawful agent and attorney-in-fact (the "“Owner Representative")”) of such Owner with full powers of substitution to act in the name, place and stead of such Owner with respect to the performance on behalf of such Owner under the terms and provisions of this Agreement, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on such Owner’s behalf, as the Owner Representative shall deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement, including: (i) to receive all payments made by the Purchaser to the Owners under this Agreement; (ii) to agree upon or compromise any matter related to the calculation of any adjustments to the Purchase Price pursuant to Article 3 or otherwise or other payments to be made; (iii) to act for the Owners with respect to all indemnification matters referred to in this Agreement, including the right to compromise on behalf of the Owners any indemnification claim made by or against the Owners; (iv) to terminate, amend, or waive any provision of this Agreement; provided that any such action, if material to the rights and obligations of the Owners in the reasonable judgment of the Owner Representative, shall be taken in the same manner with respect to all Owners, unless otherwise agreed by each Owner who is subject to any disparate treatment of a potentially adverse nature; (v) to employ and obtain the advice of legal counsel, accountants and other professional advisors as the Owner Representative, in his sole discretion, deems necessary or advisable in the performance of his duties as the Owner Representative and to rely on their advice and counsel; (vi) to incur and pay out of the Purchase Price expenses, including fees of attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) to retain a portion of the Purchase Price as a reserve against the payment of expenses incurred in his capacity as Owner Representative; and (viii) to do or refrain from doing any further act or deed on behalf of the Owners which the Owner Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as any of the Owners could do if personally present and acting. (b) The appointment of the Owner Representative shall be deemed coupled with an interest and shall be irrevocable, and any other person may conclusively and absolutely rely, without inquiry, upon any actions of the Owner Representative as the acts of the Owners in all matters referred to in this Agreement. Each of the Owners hereby authorize ratifies and confirms all that the Owner Representative (i) shall do or cause to take be done by virtue of such Owner Representative’s appointment as Owner Representative of such Owner. The Owner Representative shall act for the Owners on all action necessary of the matters set forth in connection with (AA) this Agreement in the waiver manner the Owner Representative believes to be in the best interest of the Owners, but the Owner Representative shall not be responsible to any condition to Owners for any loss or damage any Owners may suffer by reason of the obligations performance by the Owner Representative of any such Owner to consummate the transactions contemplated hereby, or (BB) the defense and/or settlement of any claims for which any Owner may be required to indemnify Buyer pursuant to ARTICLE 5 4 6 hereof; (ii) to give and receive all notices required or permitted Representative’s duties under this Agreement, and (iii) to take any and all additional action as is contemplated to be taken by other than loss or on behalf damage arising from willful misconduct in the performance of the Owners by the terms of such Owner Representative’s duties under this Agreement. (c) In Each of the event Owners hereby expressly acknowledges and agrees that the Owner Representative dies, becomes unable is authorized to perform his responsibilities hereunder act on behalf of such Owner notwithstanding any dispute or resigns from such position, the Owners will select another representative to fill each such vacancy and such substituted representative will be irrevocably appointed and designated the Representative for all purposes of this Agreement. (d) All decisions and actions by the Representative, including, without limitation, (i) any agreement between the Representative and Parent or Buyer relating to the waiver of any condition to the obligations of any Owner to consummate the transaction contemplated hereby, or (ii) the defense or settlement of any claims for which the Owners may be required to indemnify Parent or Buyer pursuant to ARTICLE 5 hereof will be binding upon all of disagreement among the Owners, and that any person shall be entitled to rely on any and all action taken by the Owner Representative under this Agreement without liability to, or obligation to inquire of, any of the Owners. If the Owner Representative resigns or ceases to function in such capacity for any reason whatsoever, then the successor Owner Representative shall be the person which the Owners which held a majority of the Transferred Shares at Closing appoint; provided, however, that if for any reason no successor has been appointed within thirty (30) days, then any Owner will shall have the right to objectpetition a court of competent jurisdiction for appointment of a successor Owner Representative. The Owners do hereby jointly and severally agree to indemnify and hold the Owner Representative harmless from and against any and all liability, dissentloss, protest cost, damage or otherwise contest the same. expense (eincluding without limitation attorneys’ fees) By their execution of this Agreement, each reasonably incurred or suffered as a result of the Owners agree that: (1) Parent and Buyer will be able to rely conclusively on the written instructions and written decisions performance of such Owner Representative’s duties under this Agreement except for any such liability arising out of the Representative as to (AA) the settlement of any claims made pursuant to ARTICLE 5 hereof, and (BB) any other actions required to be taken by the Representative hereunder, and no party hereunder will have any cause of action against Parent or Buyer for any action taken by Parent or Buyer in reliance upon the instructions or decisions willful misconduct of the Owner Representative; (2) all actions, decisions and instructions of the Representative will be conclusive and binding upon all of the Owners, and, except as otherwise agreed to by the Owners, no party hereto will have any cause of action against the Representative, in his capacity as a Representative, for any action taken, decision made or instruction given by the Representative under this Agreement, except for fraud or willful misconduct by the Representative; (3) the provisions of this SECTION 1.7 are independent and severable, are irrevocable and coupled with an interest and will be enforceable notwithstanding any rights or remedies that any Owner may have in connection with the transactions contemplated by this Agreement; and (4) the provisions of this SECTION 1.7 will be binding upon the executors, heirs, legal representatives and successors of each Owner, and any references in this Agreement to an Owner will mean and include the successors to the rights of the Owners hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. Notwithstanding the foregoing, the Representative may not bind any Owner with respect to matters pertaining to ARTICLE 7 hereof.

Owner Representative. (a) Each The parties have agreed that it is desirable to designate the Owner hereby Representative to act on behalf of the Owners for all purposes under this Agreement and the other Ancillary Documents to be performed by the Owner Representative. To the maximum extent permitted under Applicable Law, the Owner Representative is irrevocably appoints appointed (and designates Savant is to be appointed pursuant to the Letter of Transmittal executed and delivered by each Owner) as his representative the agent and attorney-in-fact for each of the Owners to act as the Owner Representative in accordance with the terms of this Agreement and the Ancillary Documents. The Owner Representative is authorized and empowered to act for, and on behalf of, any or all of the Owners in matters reasonably necessary or advisable for the consummation of the Transactions, including having the authority to: (i) execute and deliver all documents that the "Representative")Owner Representative is authorized to execute and deliver under this Agreement and the Ancillary Documents; (ii) make all other elections or decisions that the Owner Representative is authorized to make under this Agreement and any Ancillary Documents; (iii) enter into or approve waivers, amendments, clarifications or modifications to this Agreement or any Ancillary Document; (iv) dispute, negotiate or compromise or refrain from disputing, negotiating or compromising on behalf of each Owner, any remedies or amounts to be received by such Owner under this Agreement or any Ancillary Document or any claim made by any Parent Indemnitee under this Agreement or any Ancillary Document; (v) execute, on behalf of each such Owner, any settlement agreement, release or other document with respect to such dispute or remedy; (vi) engage attorneys, accountants, agents or consultants on behalf of the Owners in connection with this Agreement or any Ancillary Document and paying any fees related to this Agreement or any Ancillary Document; (vii) direct the disbursement of (if applicable under this Agreement) the Future Distribution Amount (if any) in accordance with this Agreement; and (viii) perform each such act and thing whatsoever that the Owner Representative may be or is required to do, or which the Owner Representative in its sole good faith discretion determines is desirable to do, pursuant to or to carry out the intent of this Agreement or any Ancillary Document. All such actions and determinations shall be deemed to be facts ascertainable outside of this Agreement or any Ancillary Document and shall be binding on the Owners. The Owner Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement or any Ancillary Document. No implied covenants, agreements, functions, duties, responsibilities, obligations or liabilities shall be read into this Agreement or any Ancillary Document or shall otherwise exist against the Owner Representative or any of its Affiliates or any of their Representatives. (b) The Owners hereby authorize the Representative grant of authority provided for in this Section 10.20: (i) to take all action necessary is an agency coupled with an interest and is being granted, in connection with (AA) the waiver of any condition part, as an inducement to the obligations of any Owner Partnership, Parent and Merger Sub to consummate the transactions contemplated hereby, or (BB) the defense and/or settlement of any claims for which any Owner may be required to indemnify Buyer pursuant to ARTICLE 5 4 6 hereofenter into this Agreement; (ii) to give is irrevocable and receive all notices required will survive the death, incompetency, bankruptcy or permitted under this Agreement, liquidation of any Owner and will be binding on any successor thereto; and (iii) subject to take any and all additional action as is contemplated to this Section 10.20 may be taken by or on behalf of the Owners exercised by the terms Owner Representative acting by signing as the Owner Representative of this Agreementany Owner. (c) In If the event Owner Representative advises the Owners that the Representative dies, becomes unable it is unavailable to perform his responsibilities hereunder or resigns from its duties under this Agreement, then, as soon as practicable after notice of such positionadvice, the Owners will select another representative to fill each such vacancy and such substituted representative an alternative Owner Representative will be irrevocably appointed and designated by at least fifty-one percent (51%) (by number, not vote) of the Owners. Any references in this Agreement to the Owner Representative for all purposes of this Agreementshall be deemed to include any duly appointed successor Owner Representative. (d) All decisions The Owner Representative will not be entitled to any fee, commission or other compensation for the performance of its services under this Agreement, but shall receive reimbursement from, and actions be indemnified by, the Owners, for all Owner Representative expenses. In furtherance thereof, the Owner Representative Expense Amount shall be paid to and held by the RepresentativeOwner Representative in an account established by the Owner Representative and set forth on the Estimated Closing Statement (the “Owner Representative Expense Fund”) to enable it to satisfy its obligations under this Agreement and out of which the Owner Representative may cause to be paid, includingor reimburse itself for the payment of, without limitationany Owner Representative expenses. If the Owner Representative determines that any then-remaining balance of Owner Representative Expense Amount is not sufficient to pay actual or anticipated Owner Representative expenses, the Owner Representative shall be entitled to: (i) withhold funds from any agreement between the Representative and Parent or Buyer relating payment to the waiver of Owners to be made under this Agreement or any condition to the obligations of any Owner to consummate the transaction contemplated hereby, Ancillary Document; or (ii) the defense seek reimbursement or settlement of any claims for which the Owners may be required to indemnify Parent or Buyer pursuant to ARTICLE 5 hereof will be binding upon all of indemnification from the Owners, and no Owner will have the right to objectin each case, dissent, protest or otherwise contest the same. (e) By their execution of this Agreement, each of the Owners agree that: (1) Parent and Buyer will be able to rely conclusively on the written instructions and written decisions of the Representative as to (AA) the settlement of any claims made pursuant to ARTICLE 5 hereof, and (BB) any other actions required to be taken by the Representative hereunder, and no party hereunder will have any cause of action against Parent or Buyer for any action taken by Parent or Buyer a pro rata basis in reliance upon the instructions or decisions of the Representative; (2) all actions, decisions and instructions of the Representative will be conclusive and binding upon all of the Owners, and, except as otherwise agreed to by the Owners, no party hereto will have any cause of action against the Representative, in his capacity as a Representative, for any action taken, decision made or instruction given by the Representative under this Agreement, except for fraud or willful misconduct by the Representative; (3) the provisions of this SECTION 1.7 are independent and severable, are irrevocable and coupled with an interest and will be enforceable notwithstanding any rights or remedies that any Owner may have in connection accordance with the transactions contemplated by this Agreement; and (4) the provisions of this SECTION 1.7 will be binding upon the executors, heirs, legal representatives and successors of each Owner, and any references in this Agreement to an Owner will mean and include the successors to the rights of the Owners hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwiseAllocation Schedule. Notwithstanding the foregoing, : (A) any obligation of the Representative may Owners shall be several and not bind any Owner with respect to matters pertaining to ARTICLE 7 hereof.joint;