In no event will the Holder Representative be required (absent his specific agreement to do so, in his sole discretion) to incur costs, expenses or fees or advance its own funds on behalf of the Escrow Stockholders or the Pre-Closing Holders, or in any other manner in connection with the performance of his duties as the Holder Representative.
Prior to the Survival Expiration Date, upon the reasonable request of the Holder Representative, Acquiror and its Affiliates shall cause the Company or any of its Subsidiaries to file all Tax Returns (including amended Tax Returns) or other reasonably requested documents to obtain any Tax refund to which the Pre-Closing Holders are entitled hereunder, and Acquiror shall permit the Holder Representative to participate in the prosecution of any such Tax refund claim.
The Holder Representative shall have such powers and authority as are granted in this Section 11.1; provided, however, that the Holder Representative shall have no obligation to act on behalf of the Pre-Closing Holders, except as expressly provided herein.
Each of the GPIAC Designated Directors shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement; provided, however, that the GPIAC Designated Directors shall have no obligation to act on behalf of the Acquiror Pre-Closing Holders, except as expressly provided herein.
Pending such surrender and exchange of a Pre-Closing Holder's Certificate(s) (or, in the case of a Pre-Closing Holder of Canceled Options, such delivery of a Holder Acknowledgment), a holder's Certificate(s) and any documents evidencing a holder's Canceled Options shall be deemed for all purposes to evidence such holder's right to receive the portion of the Merger Consideration into which such Common Shares or Canceled Options shall have been converted by the Merger.