Common use of Parent Representative Clause in Contracts

Parent Representative. (a) Parent, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints GL Sponsor LLC, in the capacity as the Parent Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of the Indemnified Party any indemnification claims by any of them under ARTICLE XI; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Additional Agreements to which the Parent Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Parent Representative Documents”); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Parent Representative Documents; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Parent Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Parent Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Parent Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the parties acknowledge that the Parent Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Parent’s securities (other than the Company Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Parent Representative, including any agreement between the Parent Representative and the Company, Seller Representative, any Company Stockholders or Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to ARTICLE XI, shall be binding upon Parent and its Subsidiaries, successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 12.20 are irrevocable and coupled with an interest. The Parent Representative hereby accepts its appointment and authorization as the Parent Representative under this Agreement. (b) The Parent Representative shall not be liable for any act done or omitted under any Parent Representative Document as the Parent Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Parent shall indemnify, defend and hold harmless the Parent Representative from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Parent Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Parent Representative’s duties under any Parent Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Parent Representative. In no event shall the Parent Representative in such capacity be liable under or in connection with any Parent Representative Document for any indirect, punitive, special or consequential damages. The Parent Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any liability for relying on the Parent Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Parent Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of Parent, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Parent Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Parent Representative under this Section 12.20 shall survive the Closing and continue indefinitely. (c) The Person serving as the Parent Representative may resign upon ten (10) days’ prior written notice to Parent and the Seller Representative, provided, that the Parent Representative appoints in writing a replacement Parent Representative. Each successor Parent Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Parent Representative, and the term “Parent Representative” as used herein shall be deemed to include any such successor Parent Representatives.

Parent Representative. (a) Parent, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, The Parent hereby irrevocably appoints GL Sponsor LLC, in the capacity as designates the Parent Representative, Representative as each such Person’s agent, its agent and attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Personfact, to act on behalf of such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of the Indemnified Party any indemnification claims by any of them take all actions under ARTICLE XI; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Additional Agreements that are to which the Parent Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Parent Representative Documents”); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Parent Representative Documents; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Parent Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Parent Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Parent Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the parties acknowledge that the Parent Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Parent’s securities (other than the Company Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions be taken by the Parent Representative, including to amend this Agreement, to waive any agreement provision of this Agreement, to negotiate payments due pursuant to this Article VIII, to give and receive notices and communications, to authorize payment to any Indemnified Party in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Party against the Parent or by the Parent against any Indemnified Party or any dispute between any Indemnified Party and the Parent, in each case relating to this Agreement or the Transactions, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Parent Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Sponsor from time to time upon not less than thirty (30) days prior written notice to the Surviving Entity and Parent; provided, however, that the Parent Representative may not be removed unless Sponsor has identified the substituted agent. No bond shall be required of the Parent Representative, and the CompanyParent Representative shall not receive any compensation for its services. Notices or communications to or from the Parent Representative shall constitute notice to or from the Parent. (b) Until notified in writing by the Parent Representative that it has resigned, Seller or that it has been removed by Sponsor, the Surviving Entity and InnoHold may rely conclusively and act upon the directions, instructions and notices of the Parent Representative named above. (c) Parent hereby authorizes the Parent Representative to: (i) Receive all notices or documents given or to be given to the Parent pursuant hereto or in connection herewith or therewith and to receive and accept services of legal process in connection with any Proceeding arising under this Agreement; (ii) Engage counsel, and such accountants and other advisors and incur such other expenses in connection with this Agreement and the Transactions or thereby as the Parent Representative may in its sole discretion deem appropriate; and (iii) Take such action as the Parent Representative may in its sole discretion deem appropriate in respect of: (A) waiving any inaccuracies in the representations or warranties of the Company or InnoHold contained in this Agreement or in any document delivered by the Company or InnoHold pursuant hereto; (B) taking such other action as the Parent Representative is authorized to take under this Agreement; (C) receiving all documents or certificates and making all determinations, in its capacity as Parent Representative, required under this Agreement; and (D) all such actions as may be necessary to carry out any Company Stockholders or Indemnifying Party relating to of the Transactions, including the defense or and/or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party indemnification is sought pursuant to ARTICLE XI, shall be binding upon Parent this Article VIII and its Subsidiaries, successors and assigns, and neither they nor any other Party shall have waiver of any obligation of the right to object, dissent, protest Company or otherwise contest the same. The provisions of this Section 12.20 are irrevocable and coupled with an interest. The Parent Representative hereby accepts its appointment and authorization as the Parent Representative under this AgreementInnoHold. (bd) The Parent Representative shall not be liable for any act done or omitted under any Parent Representative Document hereunder as the Parent Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to in the advice exercise of counsel shall be conclusive evidence of such good faithreasonable judgment. Parent shall indemnify, defend and hold harmless indemnify the Parent Representative from and hold the Parent Representative harmless against any and all Losses loss, liability or expense incurred without gross negligence, negligence or bad faith or willful misconduct on the part of the Parent Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Parent Representative’s duties under any Parent Representative Documenthereunder, including the reasonable fees and expenses of any legal counsel retained by the Parent Representative. In no event A decision, act, consent or instruction of the Parent Representative, including an amendment, extension or waiver of this Agreement, shall constitute a decision of Parent and shall be final, binding and conclusive upon Parent; and InnoHold may rely upon any such decision, act, consent or instruction of the Parent Representative in such capacity be liable under as being the decision, act, consent or in connection with instruction of Parent. InnoHold is hereby relieved from any Parent Representative Document liability to any person for any indirectdecision, punitiveact, special consent or consequential damages. The Parent Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any liability for relying on instruction of the Parent Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Parent Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of Parent, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Parent Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Parent Representative under this Section 12.20 shall survive the Closing and continue indefinitelyRepresentative. (c) The Person serving as the Parent Representative may resign upon ten (10) days’ prior written notice to Parent and the Seller Representative, provided, that the Parent Representative appoints in writing a replacement Parent Representative. Each successor Parent Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Parent Representative, and the term “Parent Representative” as used herein shall be deemed to include any such successor Parent Representatives.

Parent Representative. (a) The Parent, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints GL Sponsor LLCthe Sponsor, in the capacity as the Parent Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending controlling and settling on behalf of making any determinations with respect to the Indemnified Party any indemnification claims by any of them post-Closing Merger Consideration adjustments under ARTICLE XISection 2.7; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Additional Agreements Transaction Documents to which the Parent Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Parent Representative Documents”); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Parent Representative Documents; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Parent Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Parent Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Parent Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the parties Parties acknowledge that the Parent Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Parent’s securities Parent Securities (other than the Company Stockholders Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Parent Representative, including any agreement between the Parent Representative and the Company, Seller Representative, any Company Stockholders or Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to ARTICLE XI, shall be binding upon Parent and its Subsidiaries, successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 12.20 11.16 are irrevocable and coupled with an interest. The Parent Representative hereby h▇▇▇▇▇ accepts its appointment and authorization as the Parent Representative under this Agreement. (b) The Parent Representative shall not be liable for any act done or omitted under any Parent Representative Document as the Parent Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Parent shall indemnify, defend and hold harmless the Parent Representative from and against any and all Losses losses incurred without gross negligence, bad faith or willful misconduct on the part of the Parent Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Parent Representative’s duties under any Parent Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Parent Representative. In no event shall the Parent Representative in such capacity be liable under hereunder or in connection with any Parent Representative Document herewith for any indirect, punitive, special or consequential damages. The Parent Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any liability Liability for relying on the Parent Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Parent Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of Parent, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Parent Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Parent Representative under this Section 12.20 11.16 shall survive the Closing and continue indefinitely. (c) The Person serving as the Parent Representative may resign upon ten (10) days’ prior written notice to Parent P▇▇▇▇▇ and the Seller Representative, provided, that the Parent Representative appoints in writing a replacement Parent Representative. Each successor Parent Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Parent Representative, and the term “Parent Representative” as used herein shall be deemed to include any such successor Parent Representatives.

Parent Representative. (a) Parent, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably constitutes and appoints GL Sponsor LLC▇▇▇▇▇▇ ▇▇▇▇▇▇, in the his capacity as the Parent Representative, as each such Person’s agent, the true and lawful agent and attorney-in-fact and representative, of such Persons with full power powers of substitution to act in the name, place and stead of such Person, thereof with respect to act the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Agreements to which the Parent is a party or otherwise has rights in such capacity (together with this Agreement, the “Parent Representative Documents”), as the same may be from time to time amended, and after to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Closing Parent Representative will deem necessary or appropriate in connection withwith any of the transactions contemplated under the Parent Representative Documents, including: (i) bringing, managing, controlling, defending and settling on behalf of the Indemnified Party a Parent Indemnitee any indemnification claims by against any of them under ARTICLE XIArticle X, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Article X; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Additional Agreements to which the Parent Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Parent Representative Documents”)Document; (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Parent Representative DocumentsDocument; (viv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Parent Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Parent Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokersfees, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; provided, however, such fees may not be disproportionate to the amount of claimed Losses; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Parent Representative DocumentsDocument, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the parties acknowledge that the Parent Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Parent’s securities (other than the Company Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Parent Representative, including any agreement between the Parent Representative and the Company, Seller Representative, Parent or any Company Stockholders or Indemnifying Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to ARTICLE XIArticle X, shall be binding upon each Parent Stockholder and its Subsidiaries, their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 12.20 ‎Section 10.07 are irrevocable and coupled with an interest. The Parent Representative hereby ▇▇▇▇▇▇ accepts its appointment and authorization as the Parent Representative under this Agreement. (b) The Any other Person, including the Company and the Indemnified Parties and the Indemnifying Parties may conclusively and absolutely rely, without inquiry, upon any actions of the Parent Representative as the acts of the Parent under any Parent Representative Documents. The Company and each Indemnified Party and Indemnifying Party shall not be liable entitled to rely conclusively on the instructions and decisions of the Parent Representative as to (i) the settlement of any indemnification claims by an Indemnified Party pursuant to Article X, (ii) any payment instructions provided by the Parent Representative or (iii) any other actions required or permitted to be taken by the Parent Representative hereunder, and no Indemnifying Party shall have any cause of action against Parent, the Company or any other Indemnified Party for any act done action taken by any of them in reliance upon the instructions or omitted decisions of the Parent Representative. All notices or other communications required to be made or delivered to Parent under any Parent Representative Document as shall be made to the Parent Representative while acting in good faith and without willful misconduct or gross negligencefor the benefit of Parent, and any act done notices so made shall discharge in full all notice requirements of the other parties hereto or omitted pursuant thereto to the advice of counsel Parent with respect thereto. All notices or other communications required to be made or delivered by Parent shall be conclusive evidence made by the Parent Representative (except for a notice under ‎Section 10.07‎(c) of such good the replacement of the Parent Representative). (c) The Parent Representative will act for Parent on all of the matters set forth in this Agreement in the manner the Parent Representative believes to be in the best interest of Parent, but the Parent Representative will not be responsible to Parent for any Losses that Parent or any Parent Indemnitee may suffer by reason of the performance by the Parent Representative of the Parent Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or willful misconduct by the Parent Representative in the performance of its duties under this Agreement. From and after the Closing, Parent shall jointly and severally indemnify, defend and hold harmless the Parent Representative harmless from and against any and all Losses reasonably incurred without gross negligence, bad faith or willful misconduct on the part of the Parent Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Parent Representative’s duties under any Parent Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Parent Representative. In no event shall the Parent Representative in such capacity be liable under hereunder or in connection with any Parent Representative Document herewith for any indirect, punitive, special or consequential damages. The Parent Representative shall not be liable for any act done or omitted under any Parent Representative Document as the Parent Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Parent Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any liability Liability for relying on the Parent Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Parent Representative shall have the right at any time and from time to time to select and engage, at the reasonable cost and expense of Parentthe Parent Stockholders, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other reasonable out-of-pocket expenses, as the Parent Representative may reasonably deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Parent Representative under this Section 12.20 ‎Section 10.07 shall survive the Closing and continue indefinitely. (cd) The Person serving as the Parent Representative may resign upon ten (10) days’ prior written notice to Parent and the Seller RepresentativeCompany, provided, that the Parent Representative appoints in writing a replacement Parent Representative. Each successor Parent Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Parent Representative, and the term “Parent Representative” as used herein shall be deemed to include any such successor Parent Representatives.

Parent Representative. (a) Parent hereby initially appoints R▇▇▇ ▇▇▇▇▇▇▇▇ (together with his permitted successors, the “Parent Representative”), as of the Effective Time to: (i) give and receive notices and communications (on behalf of himself or any other Parent Indemnified Party) to or from Parent, the Company Representative (on behalf of itself or any other Company Indemnified Party) and its Subsidiaries, successors and assigns, by execution and delivery of the Surviving Corporation and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby irrevocably appoints GL Sponsor LLCor thereby; (ii) authorize deliveries (including by means of not objecting to claims) to Parent (including for further issuance to the Former Company Stockholders of shares of Parent Common Stock) from the Indemnity Escrow Shares and instruct Parent to release Company Indemnity Shares; (iii) provide notice of any Parent Claims or object to any Company Claims pursuant to Section 9.5; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to mediation and comply with orders of courts and awards of mediators with respect to, such Company Claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to mediation and comply with orders of courts and awards of mediators with respect to, any Parent Claim; and (vi) take all actions necessary or appropriate in the judgment of the Parent Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the capacity consent of any Person under any circumstance. The Person serving as the Parent Representative may be replaced upon his death, incapacity or resignation by a majority of the Special Committee, or in the absence thereof by a majority of the Independent Directors. No bond shall be required of the Parent Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of the Indemnified Party any indemnification claims by any of them under ARTICLE XI; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Additional Agreements to which the Parent Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Parent Representative Documents”); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Parent Representative Documents; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Parent Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Parent Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Parent Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the parties acknowledge that the Parent Representative is specifically authorized and directed to act on behalf of, and shall receive no compensation for the benefit of, the holders of Parent’s securities (other than the Company Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Parent Representative, including any agreement between the Parent Representative and the Company, Seller Representative, any Company Stockholders or Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to ARTICLE XI, shall be binding upon Parent and its Subsidiaries, successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 12.20 are irrevocable and coupled with an interesthis services. The Parent Representative hereby accepts its his appointment and authorization as the Parent Representative under this Agreementhereunder. (b) The Parent Representative shall not be liable to any Person for any act done or omitted under any Parent Representative Document hereunder as the Parent Representative while acting in good faith and without willful misconduct except for such acts or omissions that constitute gross negligence, and any act done negligence or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Parent shall indemnify, defend and hold harmless the Parent Representative from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Parent Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Parent Representative’s duties under any Parent Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Parent Representative. In no event shall the Parent Representative in such capacity be liable under or in connection with any Parent Representative Document for any indirect, punitive, special or consequential damages. The Parent Representative shall be fully protected reimbursed for reasonable expenses incurred in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any liability for relying on the Parent Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, his duties (including the Parent Representative shall have the right at any time and from time to time to select and engage, at the cost and expense reasonable fees of Parent, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Parent Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Parent Representative under this Section 12.20 shall survive the Closing and continue indefinitely. (c) The Person serving as the Parent Representative may resign upon ten (10) days’ prior written notice to Parent and the Seller Representative, provided, that the Parent Representative appoints in writing a replacement Parent Representative. Each successor Parent Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Parent Representativecounsel), and the term “Parent Representative” as used herein such fees shall be deemed to include any such successor Parent Representativespaid by Parent.

Parent Representative. (a) ParentParent I is hereby appointed, on behalf authorized and empowered to act as representative (the “Parent Representative”), for the benefit of itself Parents and its SubsidiariesMerger Subs, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints GL Sponsor LLC, in the capacity as the Parent Representative, as each such Person’s agent, exclusive agent and attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from Parents and after the Closing Merger Subs, in connection with: with and to facilitate the consummation of the Transactions, which shall include the power and authority: (i) bringingto take any and all actions (including executing and delivering any documents, managingmaking any disbursements or distributions, controlling, defending incurring any costs and settling on behalf expenses for the account of the Indemnified Party Parents and Merger Subs, exercising such rights, power and authority, and making any indemnification claims and all decisions and determinations required by any of them this Agreement and the other Transaction Documents) under ARTICLE XI; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Additional Agreements of the other Transaction Documents, such actions being deemed as taken by Parents and Merger Subs (as applicable) and which shall be absolutely and irrevocably binding on Parents and Merger Subs as if such parties personally or in their corporate capacity had taken such action, exercised such rights, power or authority or made such decision or determination in such party’s individual or corporate capacity, as applicable; (ii) as the representative, to enforce and protect the rights and interests of Parents and Merger Subs and to enforce and protect the rights and interests of the Parent Representative arising out of or under or in any manner relating to this Agreement and the other Transaction Documents, and each other agreement, document, instrument or certificate referred to herein or therein or the Transactions, and to take any and all actions which the Parent Representative is a party believes are necessary or otherwise has rights in such capacity (together with appropriate under this Agreement, Agreement and/or the “Parent Representative Documents”); (iv) signing other Transaction Documents for and on behalf of Parents and Merger Subs, including 1440241.11A-WASSR01A - MSW asserting or pursuing any claim, action, proceeding or investigation against the Majority Member; and (iii) to refrain from enforcing any right of Parents and Merger Subs arising out of or under or in any manner relating to this Agreement or any other Transaction Document in connection with the foregoing; provided, however, that no such Person any releases or other documents with respect failure to any dispute or remedy arising under any Parent Representative Documents; (vi) employing and obtaining act on the advice part of legal counsel, accountants and other professional advisors as the Parent Representative, except as otherwise provided in its reasonable discretion, deems necessary this Agreement or advisable in the performance other Transaction Documents, shall be deemed a waiver of its duties as any such right or interest by the Parent Representative or the other Parent and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to Merger Subs unless such waiver is in writing signed by the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable waiving party or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Parent Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the parties acknowledge that the Parent Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Parent’s securities (other than the Company Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Parent Representative, including any agreement between the Parent Representative and the Company, Seller Representative, any Company Stockholders or Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to ARTICLE XI, shall be binding upon Parent and its Subsidiaries, successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 12.20 are irrevocable and coupled with an interest. The Parent Representative hereby accepts its appointment and authorization as the Parent Representative under this Agreement. (b) The Parent Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons. (c) Each of Parents and Merger Subs shall, severally and not be liable for any act done or omitted under any Parent Representative Document as jointly, indemnify the Parent Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Parent shall indemnify, defend and hold it harmless the Parent Representative from and against any and all Losses loss, Liability or expense incurred without gross negligence, negligence or bad faith or willful misconduct on the part of the Parent Representative (or any of its Affiliates and arising out of any action taken or omitted in its capacity as such) and arising out of or in connection with the acceptance or administration of the Parent Representative’s duties under any Parent Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Parent Representative. In no event shall the Parent Representative in such capacity be liable under or in connection with any Parent Representative Document for any indirect, punitive, special or consequential damages. The Parent Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any liability for relying on the Parent Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Parent Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of Parent, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Parent Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Parent Representative under this Section 12.20 shall survive the Closing and continue indefinitely9.16. (cd) The Person serving as By its execution of this Agreement, Parents and Merger Subs agree, in addition to the foregoing, that the Company and the Majority Member shall be entitled to rely conclusively on the instructions and decisions of the Parent Representative may resign upon ten as to (10i) days’ prior written notice any adjustments to Parent and the Seller Representative, provided, that Merger Consideration pursuant to Section 1.09 hereof or (ii) any other actions required or permitted to be taken by the Parent Representative appoints hereunder, and no Party hereunder shall have any cause of action against the Company or the Majority Member for any action taken by either or both of them in writing a replacement reliance upon the instructions or decisions of the Parent Representative. (e) The provisions of this Section 9.16 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Parent and each Merger Sub, and any references in this Agreement to a Parent or a Merger Sub shall mean and include the successors to the rights of such Persons hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. Each successor Parent Representative Obligations. All obligations of Parents and Merger Subs under this Agreement shall be several and not joint. The obligations under this Agreement 1440241.11A-WASSR01A - MSW of Parent I and Merger Sub I, on the one hand, and Parent II and Merger Sub II, on the other hand, shall be several on a fifty percent-fifty percent (50%-50%) basis. Any and all payments required to be made by Parents hereunder shall be borne fifty percent (50%) by Parent I and fifty percent (50%) by Parent II, and in no event shall either Parent be liable for obligations of the other Parent. Notwithstanding anything to the contrary contained herein, the full amount of any Reverse Termination Fee shall be borne by Parent I and Parent II shall have all of the power, authority, rights and privileges conferred by no liability therefor under this Agreement upon the original Parent Representative, and the term “Parent Representative” as used herein shall be deemed to include any such successor Parent Representatives.Agreement. 1440241.11A-WASSR01A - MSW

Parent Representative. (a) Parent, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints GL Sponsor LLC, in the capacity as the Parent Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of the Indemnified Party any indemnification claims by any of them under ARTICLE XI; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Additional Agreements to which the Parent Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Parent Representative Documents”); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Parent Representative Documents; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Parent Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Parent Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Parent Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the parties acknowledge that the Parent Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Parent’s securities (other than the Company Stockholders Shareholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Parent Representative, including any agreement between the Parent Representative and the Company, Seller Representative, any Company Stockholders Shareholders or Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to ARTICLE XI, shall be binding upon Parent and its Subsidiaries, successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 12.20 are irrevocable and coupled with an interest. The Parent Representative hereby h▇▇▇▇▇ accepts its appointment and authorization as the Parent Representative under this Agreement. (b) The Parent Representative shall not be liable for any act done or omitted under any Parent Representative Document as the Parent Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Parent shall indemnify, defend and hold harmless the Parent Representative from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Parent Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Parent Representative’s duties under any Parent Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Parent Representative. In no event shall the Parent Representative in such capacity be liable under or in connection with any Parent Representative Document for any indirect, punitive, special or consequential damages. The Parent Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any liability for relying on the Parent Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Parent Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of Parent, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Parent Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Parent Representative under this Section 12.20 shall survive the Closing and continue indefinitely. (c) The Person serving as the Parent Representative may resign upon ten (10) days’ prior written notice to Parent P▇▇▇▇▇ and the Seller Representative, provided, that the Parent Representative appoints in writing a replacement Parent Representative. Each successor Parent Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Parent Representative, and the term “Parent Representative” as used herein shall be deemed to include any such successor Parent Representatives.

Parent Representative. (a) Parent, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints GL Sponsor LLC, in the capacity as the Parent Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of the Indemnified Party any indemnification claims by any of them under ARTICLE XI; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Additional Agreements to which the Parent Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Parent Representative Documents”); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Parent Representative Documents; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Parent Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Parent Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Parent Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the parties acknowledge that the Parent Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Parent’s securities (other than the Company Stockholders Alps Holdco Shareholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Parent Representative, including any agreement between the Parent Representative and the CompanyAlps Holdco, Seller Representative, any Company Stockholders Alps Holdco Shareholders or Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to ARTICLE XIXII, shall be binding upon Parent and its Subsidiaries, successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 12.20 13.20 are irrevocable and coupled with an interest. The Parent Representative hereby h▇▇▇▇▇ accepts its appointment and authorization as the Parent Representative under this Agreement. (b) The Parent Representative shall not be liable for any act done or omitted under any Parent Representative Document as the Parent Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Parent shall indemnify, defend and hold harmless the Parent Representative from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Parent Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Parent Representative’s duties under any Parent Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Parent Representative. In no event shall the Parent Representative in such capacity be liable under or in connection with any Parent Representative Document for any indirect, punitive, special or consequential damages. The Parent Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any liability for relying on the Parent Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Parent Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of Parent, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Parent Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Parent Representative under this Section 12.20 13.20 shall survive the Closing and continue indefinitely. (c) The Person serving as the Parent Representative may resign upon ten (10) days’ prior written notice to Parent P▇▇▇▇▇ and the Seller Representative, provided, that the Parent Representative appoints in writing a replacement Parent Representative. Each successor Parent Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Parent Representative, and the term “Parent Representative” as used herein shall be deemed to include any such successor Parent Representatives.