Contributors’ Representative Appointment and Duties. J. Xxxxxxxxxxx Xxxxx (or any successor thereto appointed in accordance with Section 8.2) (the “Contributors’ Representative”), is hereby appointed the exclusive agent, proxy and attorney-in-fact for each Contributor. The Contributors’ Representative shall have the authority to act for and on behalf of Contributors, including, without limitation, (a) to consummate the transactions contemplated herein including, but not limited to, the rights under Sections 2.2(g) and 2.2(k), (b) to receive and deliver to Parent surrendered certificates representing the Shares, (c) to communicate to, and receive all communications and notices from, Parent, (d) to do each and every act, implement any decision and exercise any and all rights which Contributors are permitted or required to do or exercise under this Agreement or any Transaction Document, (e) to execute and deliver on behalf of such Contributors any amendment or waiver hereto, (f) to negotiate, settle, compromise and otherwise handle any post-closing adjustments and all claims for indemnification made by Parent, (g) to authorize delivery to Parent of any funds and property in its possession in satisfaction of claims by Parent, (h) to object to such deliveries, (i) to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, any litigation, action, proceeding or investigation relating to the Company, the Shares, Contributors, this Agreement, the Transaction Documents or any of the transactions contemplated by this Agreement or the Transaction Documents, and to comply with orders of courts and awards of courts, mediators and arbitrators with respect to such litigation, action, proceeding or investigation, and (j) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all actions that the Contributors’ Representative, in its sole discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and the Transaction Documents. The Contributors’ Representative shall, in this regard, have all of the rights and powers which Contributors would otherwise have, and Contributors agree that Parent shall be entitled to rely exclusively upon all ac...
