Common use of Vendors’ Representative Clause in Contracts

Vendors’ Representative. 13.1 Subject to clause 13.5, each Vendor irrevocably appoints the Vendors’ Representative as its agent: 13.1.1 to negotiate, agree and/or determine the adjustment (if any) to the Initial Consideration to be made in accordance with clause 4 and schedule 9; 13.1.2 to negotiate, compromise, agree and settle any Acquisition Dispute with the Purchaser on its behalf; and 13.1.3 to act on its behalf in relation to any matter which this agreement expressly provides to be agreed or done by the Vendors’ Representative. 13.2 Without prejudice to clause 13.1, each Vendor irrevocably agrees that any Notice, consent or agreement, election, demand or other action to be given, made or taken by such Vendor (whether individually or with others) under or in connection with this agreement may be given, made or taken on its behalf by the Vendors’ Representative. 13.3 Each Vendor irrevocably: 13.3.1 (subject to clause 13.5) undertakes to the Purchaser that the Vendors’ Representative has and shall retain the authority to bind it in relation to the matters referred to in clauses 13.1 and l3.2 (“Relevant Matters”); 13.3.2 agrees that the Purchaser shall be entitled to rely on any Notice, communication, consent or agreement, election, demand or other action in writing provided by the Vendors’ Representative in relation to any Relevant Matter as binding on it; and 13.3.3 agrees that any Notice, communication, consent or agreement, election, demand or other action in writing by the Vendors’ Representative to the Purchaser in relation to any Relevant Matter shall be deemed to be provided by the Vendors’ Representative as agent for all of the Vendors.

Vendors’ Representative. 13.1 9.1 Subject to clause 13.59.5, each Vendor irrevocably appoints the Vendors’ ' Representative as its agent:: *** Confidential treatment has been requested for certain portions of this Exhibit. Confidential portions of this Exhibit are designated by [***]. A complete version of this Exhibit has been filed separately with the Securities and Exchange Commission. 13.1.1 to negotiate, agree and/or determine the adjustment (if any) to the Initial Consideration to be made in accordance with clause 4 and schedule 9; 13.1.2 9.1.1 to negotiate, compromise, agree and settle any Acquisition Dispute with the Purchaser on its behalf; and; 13.1.3 9.1.2 to act on its behalf in relation to any matter which this agreement expressly provides to be agreed or done by the Vendors’ Representative' Representative (including, without limitation, in relation to the USA Integration Plan where specified in part 5 of schedule 10); and 9.1.3 to negotiate, agree and/or determine the Earn-Out Consideration and any adjustment to the Initial Consideration. 13.2 9.2 Without prejudice to clause 13.19.1, each Vendor irrevocably agrees that any Notice, consent or agreement, election, demand or other action to be given, made or taken by such Vendor (whether individually or with others) under or in connection with this agreement may be given, made or taken on its behalf by the Vendors’ ' Representative. 13.3 9.3 Each Vendor irrevocably: 13.3.1 9.3.1 (subject to clause 13.59.5) undertakes to the Purchaser that the Vendors’ ' Representative has and shall retain the authority to bind it in relation to the matters referred to in clauses 13.1 9.1 and l3.2 9.2 (“"Relevant Matters”"); 13.3.2 9.3.2 agrees that the Purchaser shall be entitled to rely on any Notice, communication, consent Notice or agreement, election, demand or other action communication in writing provided by the Vendors’ ' Representative in relation to any Relevant Matter as binding on it; and 13.3.3 9.3.3 agrees that any Notice, communication, consent Notice or agreement, election, demand or other action communication in writing by the Vendors’ ' Representative to the Purchaser in relation to any Relevant Matter shall be deemed (unless the context requires otherwise) to be provided by the Vendors’ ' Representative as agent for all of the Vendors.