Common use of The Stockholder Representative Clause in Contracts

The Stockholder Representative. (a) Buyer and Sellers hereby appoint Xxxxxx X. Xxxxxx to act as the Stockholder Representative from the date hereof and authorize and direct the Stockholder Representative to (i) take any and all actions (including without limitation executing and delivering any documents, receiving notices of claims, incurring any costs and expenses for the account of Buyer and the Sellers, settling all claims, and making any and all determinations) which may be required or permitted by this Agreement to be taken by Buyer, the Sellers or the Stockholder Representative, and (ii) exercise such rights, power, and authority as are incidental to the foregoing. Sellers also appoint the Stockholder Representative as their attorney in fact, with full power of substitution, to take any and all actions and to execute and deliver any and all instruments as the Stockholder Representative may deem necessary or appropriate to discharge his responsibilities under this Section 9.4. Any such actions taken, exercises of rights, power, or authority, and any decision or determination made by the Stockholder Representative consistent therewith, shall be absolutely and irrevocably binding on Buyer and the Sellers (the "Buyer Indemnitors"), as if such party personally had taken such action, exercised such rights, power, or authority or made such decision or determination in such party's individual capacity. Xxxxxx Xxxxxx hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the Stockholder Representative in accordance with this Agreement and any ancillary agreement delivered in connection herewith.