Common use of Seller Representative Clause in Contracts

Seller Representative. (a) The Stockholders, by virtue of the approval and adoption of this Agreement, the Optionholders, by virtue of the cancellation of Company Options in exchange for the applicable Option Consideration or the assumption by Parent and conversion into an Assumed Award, as applicable, and the Warrantholders, by virtue of the cancellation of Company Warrants in exchange for the applicable Warrant Consideration, irrevocably constitute and appoint the Seller Representative (and by execution and delivery of this Agreement, the Seller Representative hereby accepts such appointment) as their agent and attorney-in-fact for and on behalf of each Securityholder with full power of substitution, to act in the name, place and stead of each Securityholder, with respect to any matter relating to or under this Agreement and the Escrow Agreement, including (i) taking or foregoing such actions and making such decisions as may be necessary or appropriate in connection with the determination of the Final Merger Consideration; (ii) enforcing or foregoing enforcement of this Agreement and the Escrow Agreement on behalf of the Securityholders; (iii) giving and receiving all notices required to be given under this Agreement and the Escrow Agreement; (iv) taking or foregoing any and all actions and making any and all decisions required or permitted to be taken or made by the Seller Representative under this Agreement and the Escrow Agreement; and (v) taking or foregoing any and all actions necessary or appropriate in furtherance of or for the accomplishment of the foregoing. The power of attorney granted in this Section 7.14 by each Securityholder to the Seller Representative is coupled with an interest and is irrevocable, may be delegated by the Seller Representative and shall survive the death or incapacity of any Securityholder. No bond shall be required of the Seller Representative. The Seller Representative shall be entitled to engage outside legal counsel, accountants, consultants, experts or other advisors as the Seller Representative deems necessary or appropriate (in its sole discretion) in connection with performing its duties or exercising its rights under this Agreement and the Escrow Agreement; provided that the cost of any of the foregoing during the Pre-Closing Period shall be considered an Selling Expenses at Closing and the cost of the forgoing during the period following the Closing shall be the sole responsibilities of the Seller Representative. Each Securityholder shall be deemed to have agreed to receive correspondence from the Seller Representative, including in electronic form.

Seller Representative. (a) The Stockholders, by virtue of the approval and adoption of this AgreementAgreement and the delivery of the Requisite Stockholder Approval, and the Optionholders, by virtue of the cancellation of Company Options in exchange for the applicable Option Consideration or the assumption by Parent and conversion into an Assumed Award, as applicable, and the Warrantholders, by virtue of the cancellation of Company Warrants in exchange for the applicable Warrant Consideration, irrevocably constitute and appoint the Seller Representative (and by execution and delivery of this Agreement, the Seller Representative hereby xxxxxx accepts such appointment) as their agent and attorney-in-fact for and on behalf of each Securityholder Securityholder, with full power of substitution, to act in the name, place and stead of each Securityholder, with respect to any matter relating to or under this Agreement and the Escrow Agreement, including (i) taking or foregoing such actions and making such decisions as may be necessary or appropriate in connection with the determination of the Final Merger Consideration; (ii) taking such actions and making such decisions as may be necessary or appropriate in connection with any claim asserted by Parent pursuant to ARTICLE VII (Survival; Specific Indemnities; Waiver), including reviewing, disputing, agreeing to, negotiating, entering into settlements or compromises of any such claim; (iii) enforcing or foregoing enforcement of this Agreement and the Escrow Agreement for and on behalf of the Securityholders; (iiiiv) giving and receiving all notices required required-to be given under this Agreement and the Escrow Agreement; (ivv) taking or foregoing any and all actions and making any and all decisions required or permitted to be taken or made by the Seller Representative under this Agreement and the Escrow Agreement; and (vvi) taking or foregoing any and all actions necessary or appropriate in furtherance of furtheranceof or for the accomplishment of the foregoing. The power of attorney xxxxxxx granted in this Section 7.14 8.5 by each Securityholder to the Seller Representative is coupled with an interest and is irrevocable, may be delegated by the Seller Representative and shall survive the death or incapacity of any Securityholder. No bond shall be required of the Seller Representative. The Seller Representative shall be Representativeshallbe entitled to engage outside legal counsel, accountants, consultants, experts or other advisors as the Seller Representative deems necessary or appropriate (in its sole discretion) in connection with performing its duties or exercising its rights under this Agreement and the Escrow Agreement; provided that the cost of any of the foregoing during the Pre-Closing Period shall be considered an Selling Expenses at Closing and the cost of the forgoing during the period following the Closing shall be the sole responsibilities of the Seller Representative. Each Securityholder shall be deemed to have agreed to receive correspondence from the Seller Representative, including in electronic form.

Seller Representative. (a) The Stockholders, by virtue of the approval 9.13.1 [***] is hereby constituted and adoption of this Agreement, the Optionholders, by virtue of the cancellation of Company Options in exchange for the applicable Option Consideration or the assumption by Parent and conversion into an Assumed Award, appointed as applicable, and the Warrantholders, by virtue of the cancellation of Company Warrants in exchange for the applicable Warrant Consideration, irrevocably constitute and appoint the Seller Representative (and by execution and delivery of this Agreement, the Seller Representative hereby accepts such appointment) as their agent and attorney-in-fact for and on behalf of each Securityholder with the Sellers 2 to 4 and is the Seller Representative for all purposes under this Agreement. The Seller Representative is not appointed as agent or attorney-in-fact for or on behalf of Seller 1. Without limiting the generality of the foregoing, the Seller Representative has full power and authority, on behalf of substitutioneach Seller (excluding Seller 1) and his, her or its successors and assigns, to act (a) interpret the terms and provisions of this Agreement, any ancillary agreement contemplated hereby and the documents to be executed and delivered by the Sellers in the nameconnection herewith, place and stead of each Securityholder, with respect to any matter relating to or under this Agreement and including the Escrow Agreement, including (ib) taking or foregoing such actions execute and making such decisions as may be necessary or appropriate in connection with the determination deliver and receive deliveries of the Final Merger Consideration; (ii) enforcing or foregoing enforcement of this Agreement all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and the Escrow Agreement on behalf of the Securityholders; (iii) giving and receiving all notices required to be given under this Agreement and the Escrow Agreement; (iv) taking or foregoing any and all actions and making any and all decisions other documents required or permitted to be taken or made given in connection with the consummation of the transactions contemplated by this Agreement, including the Seller Representative Escrow Agreement, (c) receive service of process in connection with any claims under this Agreement and or the Escrow Agreement; , (d) agree to, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any claims under this Agreement, any ancillary agreement contemplated hereby or any other documents to be executed and delivered by any of the Sellers (v) taking or foregoing any excluding Seller 1), and take all actions necessary or appropriate in furtherance the judgment of or the Seller Representative for the accomplishment of the foregoing. The power , (e) give and receive notices and communications, (f) take all actions necessary or appropriate in the judgment of attorney granted in this Section 7.14 by each Securityholder to the Seller Representative is coupled on behalf of the Sellers (excluding Seller 1) in connection with an interest this Agreement, (g) make any determinations and is irrevocablesettle any matters in connection with the adjustments to the Total Purchase Price contemplated by this Agreement, (h) authorize delivery to any Buyer Indemnified Party of the Escrow Amount or any portion thereof in satisfaction of claims brought by any Buyer Indemnified Party for Losses, (i) distribute the Escrow Amount and any earning and proceeds thereon, and (j) deduct, hold back or redirect any funds that may be delegated payable to any Seller pursuant to the terms of this Agreement, the Escrow Agreement or any agreements or documents executed and delivered in connection herewith in order to pay, or establish a reserve for, (i) any amount that may be payable by such Seller hereunder or (ii) any costs, fees, expenses and other liabilities incurred by the Seller Representative (in its capacity as such) in connection with this Agreement or its rights or obligations hereunder. The Seller Representative shall have authority and power to act on behalf of each Seller Indemnifying Party (excluding Seller 1) with respect to the disposition, settlement or other handling of all claims under Article 8 and all rights or obligations arising under Article 8. The Seller Indemnifying Parties (excluding Seller 1) shall be bound by all actions and decisions taken and consents and instructions given by the Seller Representative in connection with Article 8, and Buyer and other Buyer Indemnified Partiers and the Escrow Agent shall be entitled to rely on, and shall survive the death be relieved from any liability to any Person for any acts done by them in accordance with, any such action, decision, consent or incapacity of any Securityholder. No bond shall be required instruction of the Seller Representative. The After the Closing, notices or communications to or from the Seller Representative shall be entitled constitute notice to engage outside legal counsel, accountants, consultants, experts or from each Seller Indemnifying Party other advisors as the than Seller Representative deems necessary or appropriate (in its sole discretion) in connection with performing its duties or exercising its rights under this Agreement and the Escrow Agreement; provided that the cost of any of the foregoing during the Pre-Closing Period shall be considered an Selling Expenses at Closing and the cost of the forgoing during the period following the Closing shall be the sole responsibilities of the Seller Representative. Each Securityholder shall be deemed to have agreed to receive correspondence from the Seller Representative, including in electronic form1.

Seller Representative. (a) The Stockholders, by virtue By voting in favor of the approval and adoption of this Agreement, the Optionholders, by virtue approval of the cancellation principal terms of Company Options in exchange for the applicable Option Consideration or the assumption by Parent and conversion into an Assumed Award, as applicableMerger, and the Warrantholders, by virtue consummation of the cancellation Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger and the execution of Company Warrants in exchange for a Letter of Transmittal, each Securityholder shall be deemed to have approved the applicable Warrant Considerationdesignation of, irrevocably constitute and appoint hereby designates, Shareholder Representative Services LLC as the Seller Representative (which term shall include any successor appointed in accordance with Section 7.5(c)) for all purposes in connection with this Agreement and by execution the agreements ancillary hereto and delivery of this Agreement, to perform all such acts as the Seller Representative hereby accepts such appointmentis authorized to take under this Agreement or any Ancillary Agreement, which will include the power and authority to: (i) as their agent execute and attorney-in-fact for deliver all documents that the Seller Representative is authorized to execute and deliver under the Transaction Documents; (ii) receive and, if applicable, forward notices and communications to the Participating Securityholders pursuant to this Agreement; (iii) give or agree to, on behalf of each Securityholder with full power all or any of substitutionthe Participating Securityholders, any and all consents, waivers, amendments or modifications deemed by the Seller Representative, in its sole and absolute discretion, to act in the name, place and stead of each Securityholder, with respect to any matter relating to be necessary or appropriate under this Agreement and the Escrow Agreement, including (i) taking or foregoing such actions execute and making such decisions as deliver any documents that may be necessary or appropriate in connection with the determination of the Final Merger Consideration; (ii) enforcing or foregoing enforcement of this Agreement and the Escrow Agreement on behalf of the Securityholders; (iii) giving and receiving all notices required to be given under this Agreement and the Escrow Agreementtherewith; (iv) taking following the Closing, amend, modify or foregoing supplement this Agreement or any and all actions and making any and all decisions required or permitted documents to be taken or made by the Seller Representative under delivered to Parent pursuant to this Agreement and the Escrow Agreement; and (v) taking or foregoing any and all actions necessary or appropriate in furtherance of or for the accomplishment of the foregoing. The power of attorney granted in this Section 7.14 by each Securityholder to the Seller Representative is coupled with an interest and is irrevocable, may be delegated by the Seller Representative and shall survive the death or incapacity of any Securityholder. No bond shall be required of the Seller Representative. The Seller Representative shall be entitled to engage outside legal counsel, accountants, consultants, experts or other advisors as the Seller Representative deems necessary or appropriate (in its sole discretion) in connection with performing its duties or exercising its rights under this Agreement and the Escrow Agreement; provided that the cost of any of the foregoing during the Pre-Closing Period shall be considered an Selling Expenses at Closing and the cost of the forgoing during the period following the Closing shall Closing, with respect to Section 3.6 and Section 3.8, (A) dispute or refrain from disputing, on behalf of each Participating Securityholder relative to any amounts to be the sole responsibilities received by such Participating Securityholder thereunder, (B) negotiate and compromise, on behalf of the Seller Representative. Each Securityholder shall be deemed to have agreed to receive correspondence each such Participating Securityholder, any dispute that may arise thereunder, and exercise or refrain from the Seller Representative, including in electronic form.exercising any remedies available thereunder,

Seller Representative. (a) The Stockholders, by virtue execution of this Agreement or the Joinder Agreement shall constitute irrevocable and unconditional approval of the approval appointment by the Seller and adoption of this Agreement, the Optionholders, by virtue each of the cancellation Equityholder Indemnitors of Company Options in exchange for the applicable Option Consideration or the assumption by Parent and conversion into an Assumed Award, as applicable, and the Warrantholders, by virtue of the cancellation of Company Warrants in exchange for the applicable Warrant Consideration, irrevocably constitute and appoint the Seller Representative (under the terms set forth herein as Seller’s and by execution each Equityholder Indemnitor’s true and delivery of this Agreementlawful agent, the Seller Representative hereby accepts such appointment) as their agent proxy and attorney-in-fact for and fact. Pursuant to such appointment, the Seller Representative shall be authorized to act on behalf of the Seller and each Securityholder with full power of substitutionEquityholder Indemnitor, as applicable, to act in the name, place and stead of each Securityholder, with respect to any matter relating to or under this Agreement and the Escrow Agreement, including (i) taking or foregoing such actions and making such decisions as may be take all action necessary or appropriate in connection with the determination defense and/or settlement of any claims for which the Final Merger Consideration; Seller and Equityholder Indemnitors may be required to indemnify Buyer pursuant to ARTICLE 9, (ii) enforcing or foregoing enforcement of this Agreement give and the Escrow Agreement on behalf of the Securityholders; (iii) giving and receiving receive all notices required to be given under this Agreement and (iii) take all necessary or appropriate actions relating to the Escrow Agreement; Tax matters set forth in Section 12.3 hereof, (iv) taking execute any agreement or foregoing instrument in connection with the transactions contemplated hereby for and on behalf of the Seller and each of the Equityholder Indemnitors; (v) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Seller and the Equityholder Indemnitors; (vi) amend or waive any terms and conditions of this Agreement providing rights or benefits to the Seller and Equityholder Indemnitors (other than the payment of the Purchase Price in accordance with the terms hereof and in the manner provided herein); (vii) take any and all actions and making any and all decisions required or permitted additional action as is contemplated to be taken by or made on behalf of the Seller and Equityholder Indemnitors by the terms of this Agreement; and (viii) administer the defense and/or settlement of any disputes regarding any Purchase Price Adjustment pursuant to Section 1.9 below. The Seller Representative shall not be responsible to the Seller and any Equityholder Indemnitor for any loss or damage the Seller and any Equityholder Indemnitor may suffer by reason of the performance by the Seller Representative of its duties under this Agreement, other than loss or damage arising from intentional misconduct or bad faith in the performance of such duties. The Equityholder Indemnitors shall indemnify and hold harmless the Seller Representative from and against all liabilities, losses, costs, damages or expenses (including attorneys’ and accountants’ fees) incurred or suffered by the Seller Representative (including in connection with any action brought or otherwise initiated by any Equityholder Indemnitor) arising out of or otherwise resulting from any action taken or omitted to be taken by the Seller Representative under this Agreement and the Escrow Agreement; and (v) taking , other than such liabilities, losses, costs, damages or foregoing any and all actions necessary or appropriate in furtherance expenses arising out of or for resulting from the accomplishment of the foregoing. The power of attorney granted in this Section 7.14 by each Securityholder to the Seller Representative is coupled with an interest and is irrevocable, may be delegated by the Seller Representative and shall survive the death intentional misconduct or incapacity of any Securityholder. No bond shall be required bad faith of the Seller Representative. The Seller Representative shall be entitled to engage outside legal counsel, accountants, consultants, experts or other advisors as the Seller Representative deems necessary or appropriate (in its sole discretion) in connection with performing its duties or exercising its rights under this Agreement and the Escrow Agreement; provided that the cost of any of the foregoing during the Pre-Closing Period shall be considered an Selling Expenses at Closing and the cost of the forgoing during the period following the Closing shall be the sole responsibilities of the Seller Representative. Each Securityholder shall be deemed to have agreed to receive correspondence from the Seller Representative, including in electronic form.

Seller Representative. (a) The Stockholders, by virtue of the approval and adoption of this Agreement, the Optionholders, by virtue of the cancellation of Company Options in exchange for the applicable Option Consideration or the assumption by Parent and conversion into an Assumed Award, as applicable, and the Warrantholders, by virtue of the cancellation of Company Warrants in exchange for the applicable Warrant Consideration, irrevocably constitute and appoint the each Stockholder hereby appoints Seller Representative (and by execution and delivery of this Agreement, the Seller Representative hereby accepts such appointment) as their agent and attorney-in-fact fact, and hereby authorizes and empowers Seller Representative to act for and on behalf of, and to bind, the Stockholders and/or Parent in connection with (a) resolving the Acquisition Price adjustment in accordance with Section 3.6. (b) the provisions of each Securityholder with full power of substitutionSection 7.6 and Article VIII as they relate to Parent or the Stockholders, and (c) such other matters as are delegated to act in the nameSeller Representative hereunder, place and stead of each Securityholderincluding, with respect to any matter relating to or under this Agreement and the Escrow Agreementwithout limitation, including (i) taking or foregoing such actions and making such decisions to act as may be necessary or appropriate in connection with the determination representative of the Final Merger Consideration; Stockholders and Parent to review and authorize all claims and disputes or question the accuracy thereof, (ii) enforcing to compromise on their behalf with Buyer or foregoing enforcement Issuer any claims asserted thereunder and to authorize payments to be made with respect thereto, and (iii) to take such further actions as are authorized in this Agreement. Buyer and Issuer shall be entitled to rely on such appointment and to treat such Seller Representative as the duly appointed attorney in fact of each Stockholder and Parent, and Buyer may treat the actions of Seller Representative as the actions of the Stockholders and Parent for all purposes hereunder. Each Stockholder and Parent, by execution of this Agreement and without any further action, confirms such appointment and authority. Notices given to Seller Representative in accordance with Section 9.8 shall constitute notice to the Escrow Agreement on behalf Stockholders and Parent for all purposes under this Agreement. In the event of the Securityholders; (iii) giving and receiving all notices required to be given under this Agreement and the Escrow Agreement; (iv) taking resignation or foregoing any and all actions and making any and all decisions required death, disability or permitted to be taken or made by the Seller Representative under this Agreement and the Escrow Agreement; and (v) taking or foregoing any and all actions necessary or appropriate in furtherance of or for the accomplishment of the foregoing. The power of attorney granted in this Section 7.14 by each Securityholder to the Seller Representative is coupled with an interest and is irrevocable, may be delegated by the Seller Representative and shall survive the death or other incapacity of any Securityholder. No bond shall be required of the Seller Representative. The Seller Representative shall be entitled to engage outside legal counsel, accountants, consultants, experts or other advisors as the Seller Representative deems necessary or appropriate (in its sole discretion) in connection with performing its duties or exercising its rights under this Agreement and the Escrow Agreement; provided that the cost of any of the foregoing during the Pre-Closing Period shall be considered an Selling Expenses at Closing and the cost of the forgoing during the period following the Closing shall be the sole responsibilities of the Seller Representative. Each Securityholder shall be deemed to have agreed to receive correspondence from the Seller Representative, including the Stockholders and Parent shall promptly appoint a new Person as successor thereto by mutual written consent and notice delivered to Buyer and Issuer in electronic formaccordance with Section 9.8.

Seller Representative. (a) The Stockholders, by virtue Selling Shareholders hereby appoint Xxxxx Xxxxxx as the “Seller Representative.” The Seller Representative shall serve as representative of the Selling Shareholders with full power and authority to take all actions under this Agreement and any related documents solely on behalf of each Selling Shareholder. Each Selling Shareholder by approval and adoption of this Agreement, the Optionholders, by virtue of the cancellation of Company Options in exchange for the applicable Option Consideration or the assumption by Parent and conversion into an Assumed Award, as applicable, and the Warrantholders, by virtue of the cancellation of Company Warrants in exchange for the applicable Warrant Consideration, Agreement hereby irrevocably constitute and appoint appoints the Seller Representative (and by execution and delivery of this Agreementas agent, the Seller Representative hereby accepts such appointment) as their agent proxy and attorney-in-fact for such Selling Shareholder for all purposes of this Agreement, including full power and authority on such Selling Shareholder’s behalf (i) to consummate the transactions contemplated herein, (ii) to execute and deliver on behalf of each Securityholder with full power of substitutionsuch Selling Shareholder any amendment or waiver hereto, (iii) to act in the name, place and stead of each Securityholder, with respect take all other actions to any matter relating to be taken by or under this Agreement and the Escrow Agreement, including (i) taking or foregoing such actions and making such decisions as may be necessary or appropriate in connection with the determination of the Final Merger Consideration; (ii) enforcing or foregoing enforcement of this Agreement and the Escrow Agreement on behalf of the Securityholders; (iii) giving and receiving all notices required to be given under this Agreement and the Escrow Agreement; such Selling Shareholder in connection herewith, (iv) taking or foregoing any to negotiate, settle, compromise and otherwise handle all actions disputes under Section 2.04, Tax matters pursuant to Section 5.09, and making any and all decisions required or permitted to be taken or claims made by the Seller Representative under this Agreement and the Escrow Agreement; pursuant Article VI hereof, and (v) taking or foregoing to do each and every act and exercise any and all actions necessary rights which such Selling Shareholder or appropriate in furtherance of the Selling Shareholders collectively are permitted or for the accomplishment of the foregoingrequired to do or exercise under this Agreement or any related documents. The power of attorney granted in this Section 7.14 by each Securityholder to the Seller Representative is Each Selling Shareholder agrees that such agency and proxy are coupled with an interest and is irrevocableinterest, may be delegated by are therefore irrevocable without the consent of the Seller Representative and shall survive the death death, incapacity or incapacity bankruptcy of any SecurityholderSelling Shareholder. No bond shall be required of the Seller Representative. The Seller Representative shall be entitled to engage outside legal counsel, accountants, consultants, experts or other advisors as Neither the Seller Representative deems necessary or appropriate (in its sole discretion) in connection with performing nor any agent employed by it shall incur any liability to any Selling Shareholder relating to the performance of its duties hereunder except for actions or exercising its rights under this Agreement and the Escrow Agreement; provided that the cost of any of the foregoing during the Pre-Closing Period shall be considered an Selling Expenses at Closing and the cost of the forgoing during the period following the Closing shall be the sole responsibilities of the Seller Representative. Each Securityholder shall be deemed to have agreed to receive correspondence from the Seller Representativeomissions constituting fraud, including in electronic formbad faith, gross negligence or willful misconduct.

Seller Representative. (a) The StockholdersEach Company Stockholder, by virtue delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Gxxx Xxxxx in the approval and adoption of this Agreement, capacity as the Optionholders, by virtue of the cancellation of Company Options in exchange for the applicable Option Consideration or the assumption by Parent and conversion into an Assumed AwardSeller Representative, as applicable, the true and the Warrantholders, by virtue of the cancellation of Company Warrants in exchange for the applicable Warrant Consideration, irrevocably constitute and appoint the Seller Representative (and by execution and delivery of this Agreement, the Seller Representative hereby accepts such appointment) as their lawful agent and attorney-in-fact for and on behalf of each Securityholder such Persons with full power powers of substitution, substitution to act in the name, place and stead of each Securityholder, thereof with respect to any matter relating to or the performance on behalf of such Person under the terms and provisions of this Agreement and the Escrow Ancillary Documents to which the Seller Representative is a party or otherwise has rights in such capacity (together with this Agreement, including (i) taking or foregoing such actions and making such decisions the “Seller Representative Documents”), 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 behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with the determination any of the Final Merger Considerationtransactions contemplated under the Seller Representative Documents, including: (i) terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and obligations of the Company Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (ii) enforcing or foregoing enforcement of this Agreement and the Escrow Agreement signing on behalf of the Securityholderssuch Person any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Document; (iii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (iv) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (v) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Stockholder Pro Rata Share; and (vi) otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all notices required to be given under this Agreement and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative and the Escrow Agreement; (iv) taking Purchaser, shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or foregoing any otherwise contest the same. The provisions of this Section 9.14 are irrevocable and all actions coupled with an interest. The Seller Representative hxxxxx accepts its appointment and making any and all decisions required or permitted to be taken or made by authorization as the Seller Representative under this Agreement and the Escrow Agreement; and (v) taking or foregoing any and all actions necessary or appropriate in furtherance of or for the accomplishment of the foregoing. The power of attorney granted in this Section 7.14 by each Securityholder to the Seller Representative is coupled with an interest and is irrevocable, may be delegated by the Seller Representative and shall survive the death or incapacity of any Securityholder. No bond shall be required of the Seller Representative. The Seller Representative shall be entitled to engage outside legal counsel, accountants, consultants, experts or other advisors as the Seller Representative deems necessary or appropriate (in its sole discretion) in connection with performing its duties or exercising its rights under this Agreement and the Escrow Agreement; provided that the cost of any of the foregoing during the Pre-Closing Period shall be considered an Selling Expenses at Closing and the cost of the forgoing during the period following the Closing shall be the sole responsibilities of the Seller Representative. Each Securityholder shall be deemed to have agreed to receive correspondence from the Seller Representative, including in electronic form.