Common use of The Representatives Clause in Contracts

The Representatives. Each of the Shareholders and Beneficiaries ------------------- approves the designation of and designates the Representatives as the representatives of the Shareholders and Beneficiaries and as the attorneys-in- fact and agents for and on behalf of each Shareholder and Beneficiary with respect to claims for indemnification under this Article VIII and the taking by the Representatives of any and all actions and the making of any decisions required or permitted to be taken by the Representatives under this Agreement, including, without limitation, the exercise of the power to: (a) agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (b) arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article VIII; and (c) take all actions necessary in the judgment of the Representatives for the accomplishment of the foregoing. The Representatives will have authority and power to act on behalf of each Shareholder and Beneficiary with respect to the disposition, settlement or other handling of all claims under Article VIII and all rights or obligations arising under Article VIII. The Shareholders and Beneficiaries will be bound by all actions taken and documents executed by the Representatives in connection with Article VIII, and DoveBid will be entitled to rely on any action or decision of the Representatives. In performing the functions specified in this Agreement, the Representatives, in their capacity as such, will not be liable to any Shareholder and Beneficiary in the absence of gross negligence or willful misconduct on the part of the Representatives. The Shareholders and Beneficiaries shall severally indemnify the Representatives and hold each of them harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Representatives and arising out of or in connection with the acceptance or administration of their duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Representatives in connection with actions taken by the Representatives pursuant to the terms of Article VIII (including without limitation the hiring of legal counsel and the incurring of legal fees and costs) will be paid by the Shareholders to the Representatives pro rata in proportion to their respective percentage equity interests in the Company.