Common use of Parent Representative Clause in Contracts

Parent Representative. 9.1 Parent has approved the indemnification and escrow terms set forth in the Merger Agreement and the appointment of Parent Representative to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares from the Escrow Fund, to agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrator(s) with respect to claims of Parent hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Agent for the accomplishment of the foregoing. 9.2 If Parent Representative or his successor shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of Parent, then a majority-in-interest of those persons who comprise the board of directors of Parent as of the date of the Merger Agreement (the “Requisite Original Directors”) shall, within ten (10) calendar days after such death or disability (the “Initial Appointment Period”), appoint a successor representative reasonably satisfactory to the Stockholders’ Agent; provided however that if the Requisite Original Directors have not made such appointment within such ten (10) day period, then a majority-in-interest of those persons who comprise the board of directors of Parent as of the date of the Parent Representative’s or his successor’s death or disability shall, within ten (10) calendar days after the Initial Appointment Period, appoint a successor representative reasonably satisfactory to the Stockholders’ Agent. Unless and until the Stockholders’ Agent and the Escrow Agent shall have received written notice of the appointment of a successor Parent Representative, the Stockholders’ Agent and the Escrow Agent shall be entitled to rely on, and shall be fully protected in relying on, the power and authority of Parent Representative to act on behalf of Parent.

Parent Representative. 9.1 Parent has approved (a) By virtue of the indemnification and escrow terms set forth in approval of the Merger and this Agreement and by the appointment Parent Equityholder Vote, Parent shall be deemed to have agreed to appoint a committee of the duly appointed disinterested members of the Board of Directors of Parent from time to time as its agent and attorney-in-fact, as the Parent Representative for and on behalf of Parent to take all actions under this Agreement that are to be taken by the Parent Representative, including to amend this Agreement, to waive any provision of this Agreement, to negotiate payments due pursuant to this Article VII, to give and receive notices and communications, to authorize delivery payment to Parent any Indemnified Party in satisfaction of Escrow Shares from the Escrow Fundclaims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of of, and comply with orders of courts and awards of arbitrator(s) with respect to claims 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 Parent hereunderor by Parent against any Indemnified Party or any dispute between any Indemnified Party and 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 reasonable judgment of the Stockholders’ Agent Parent Representative for the accomplishment of the foregoingforegoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by 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 Parent Representative shall not receive any compensation for its services. Notices or communications to or from the Parent Representative shall constitute notice to or from Parent. 9.2 If (b) Until notified in writing by the Parent Representative that it has resigned, or his that it has been removed by Sponsor, the Surviving Entity, the Securityholder Representative, the Preferred Holder and the Escrow Agent may rely conclusively and act upon the directions, instructions and notices of the Parent Representative named above and, thereafter, upon the directions, instructions and notices of any successor shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of Parent, then named in a writing executed by a majority-in-interest of those persons who comprise the board Escrow Fund filed with the Escrow Agent. (c) Parent hereby authorizes the Parent Representative to: (i) Receive all notices or documents given or to be given to Parent pursuant hereto or in connection herewith or therewith and to receive and accept services of directors 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 date Company or the Company Subsidiaries contained in this Agreement or in any document delivered by the Equityholders, the Company or the Company Subsidiaries 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 of the Merger Agreement (transactions contemplated by this Agreement, including the “Requisite Original Directors”) shall, within ten (10) calendar days after such death or disability (the “Initial Appointment Period”), appoint a successor representative reasonably satisfactory defense and/or settlement of any claims for which indemnification is sought pursuant to the Stockholders’ Agent; provided however that if the Requisite Original Directors have not made such appointment within such ten (10) day period, then a majority-in-interest this Article VII and any waiver of those persons who comprise the board of directors of Parent as any obligation of the date Equityholders, the Company or the Company Subsidiaries. (d) The Parent Representative shall not be liable for any act done or omitted hereunder as Parent Representative while acting in good faith and in the exercise of reasonable judgment. Parent shall indemnify the Parent Representative and hold the Parent Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Parent Representative and arising out of or in connection with the acceptance or administration of the Parent Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Parent Representative. A decision, act, consent or his successor’s death instruction of the Parent Representative, including an amendment, extension or disability shallwaiver of this Agreement, within ten (10) calendar days after the Initial Appointment Periodshall constitute a decision of Parent and shall be final, appoint a successor representative reasonably satisfactory to the Stockholders’ Agent. Unless binding and until the Stockholders’ Agent conclusive upon Parent; and the Escrow Agent shall have received written notice and the Equityholders may rely upon any such decision, act, consent or instruction of the appointment Parent Representative as being the decision, act, consent or instruction of a successor Parent Representative, the Stockholders’ Parent. The Escrow Agent and the Escrow Agent shall be entitled Equityholders are hereby relieved from any liability to rely onany person for any decision, and shall be fully protected in relying onact, consent or instruction of the power and authority of Parent Representative to act on behalf of ParentRepresentative.