Common use of Contributors’ Representative Clause in Contracts

Contributors’ Representative. (a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

Contributors’ Representative. (a) Each The Contributor hereby irrevocably constitutes and appoints the Contributors’ Contributor’s Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Contributor’s Representative acting for such Contributors the Contributor and in such Contributors’ the Contributor’s name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors the Contributor might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken by or for, or a notice to be delivered to, the ContributorsContributor, including for the purposes of: (i) performing the duties of the Contributors’ Contributor’s Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price Securities or any other amounts payable to the Contributors Contributor in connection therewith, and distributing to each the Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors Contributor by the Purchaser pursuant to this Agreement; (v) representing the Contributors Contributor in connection with any dispute between the ContributorsContributor, on the one hand, and the Purchaser and ATALATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Contributor’s Representative reasonably deems necessary or prudent in connection herewith; and (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Contributor’s Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each The Contributor hereby grants unto the Contributors’ Contributor’s Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors Contributor might or could do in person, hereby ratifying and confirming all that the Contributors’ Contributor’s Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each The Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Contributor’s Representative and shall survive the bankruptcy of such Person. Each The Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Contributor’s Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Contributor’s Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Contributor’s Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

Contributors’ Representative. (ai) Each The Contributor hereby irrevocably constitutes and appoints the Contributors’ Contributor’s Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Contributor’s Representative acting for such Contributors the Contributor and in such Contributors’ the Contributor’s name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors the Contributor might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken by or for, or a notice to be delivered to, the ContributorsContributor, including for the purposes of: (i) performing the duties of the Contributors’ Contributor’s Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price Securities or any other amounts payable to the Contributors Contributor in connection therewith, and distributing to each the Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors Contributor by the Purchaser pursuant to this Agreement; (v) representing the Contributors Contributor in connection with any dispute between the ContributorsContributor, on the one hand, and the Purchaser and ATALATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Contributor’s Representative reasonably deems necessary or prudent in connection herewith; and (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Contributor’s Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each The Contributor hereby grants unto the Contributors’ Contributor’s Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors Contributor might or could do in person, hereby ratifying and confirming all that the Contributors’ Contributor’s Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each The Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Contributor’s Representative and shall survive the bankruptcy of such Person. Each The Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Contributor’s Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Contributor’s Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Contributor’s Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

Contributors’ Representative. (a) In order to administer efficiently the transactions contemplated hereby and by the Transaction Documents, each Contributor hereby designates and appoints the Contributors Representative as its representative. Each Contributor hereby irrevocably constitutes grants the Contributors Representative full power and appoints the Contributors’ Representative, acting singly, authority to act as its true and lawful agent, proxy agent and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ nameContributor, place and stead, in with full power of substitution to do any and all capacities things and execute any and all documents which may be necessary, convenient or appropriate to do facilitate the consummation of the transactions contemplated by this Agreement, including without limitation: (a) to execute and perform every act deliver the Transaction Documents on behalf of such Contributor, (b) to give or agree to, on behalf of such Contributor, any and thing reasonably all consents, waivers, amendments or modifications deemed by the Contributors Representative, in its discretion, to be necessary or desirable appropriate under this Agreement or the other Transaction Documents and the execution or delivery of any documents that may be necessary or appropriate in connection therewith, (c) to defend and/or settle any disputes with Buyer following the Closing and negotiate and compromise the same; provided, however, for the avoidance of doubt, each Contributor shall be done responsible for their respective portion of any Damages due in connection with the transactions contemplated herebysettlement of such dispute, as fully (d) to all intents and purposes as such Contributors might or could do in person, except agree to the extent that Final Purchase Price Adjustment Statement, (e) to engage attorneys, accountants, agents or consultants on behalf of such Contributor in connection with this Agreement specifically provides or the other Transaction Documents and pay any fees related thereto, (f) prepare, execute and file the Partnership Returns, and otherwise take any actions relating to Tax matters as contemplated by Section 6.3, and (g) to take any and all additional action necessary or appropriate in the good faith judgment of the Contributors Representative for an action the accomplishment of the foregoing or as is contemplated to be taken by or foron behalf of any Contributor, or a notice to by the terms of this Agreement and the Transaction Documents. All decisions and actions by the Contributors Representative shall be delivered to, conclusive and binding upon the Contributors, including and no Contributor shall have the right to object, dissent, protest or otherwise contest the same. By execution of this Agreement, each such Contributor agrees that Xxxxx shall be able to rely exclusively and conclusively on the instructions and decisions of the Contributors Representative. The Contributors Representative may act on the opinion or advice of, or information obtained from, any attorney, banker, broker, accountant or other expert and shall not be responsible for any loss occasioned by so acting. The Contributors Representative shall not solely by reason of this agency arrangement have any fiduciary relationship in respect of any Contributor. In performing the purposes offunctions specified in this Section 8.19, the Contributors Representative shall not be liable to any Contributor, Buyer or the Company in the absence of Fraud or willful misconduct on the part of the Contributors Representative, and each Contributor shall, and hereby does, indemnify and hold the Contributors Representative harmless from any losses arising out of it serving as agent hereunder in the absence of Fraud or willful misconduct on the part of the Contributors Representative. The provisions of this Section 8.19 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Contributor, and any references in this Agreement to such Persons shall mean and include the successors to each Person’s rights hereunder. All fees and expenses of the Contributors Representative in performing its duties pursuant to this Section 8.19 shall not be the personal obligation of the Contributors Representative but shall be payable at the Contributors Representative’s election: (i) performing as a Transaction Cost if incurred and ascertainable prior to the duties of the Contributors’ Representative as set forth in this Agreement; Closing, (ii) accepting from the Purchaser the payment out of the Purchase Price or any other amounts payable distributions to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (viiiii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ . The Contributors Representative may from time to time submit invoices to the Contributors covering such expenses and, upon request of any waiverContributor, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance shall provide such Contributor with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisionsan accounting of all expenses paid.

Contributors’ Representative. (a) Each If at any time the Contributor’s Representative ceases to be the manager of the Contributor, then the Contributor hereby irrevocably constitutes and appoints the Contributors’ Contributor’s Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Contributor’s Representative acting for such Contributors the Contributor and in such Contributors’ the Contributor’s name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors the Contributor might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken by or for, or a notice to be delivered to, the ContributorsContributor, including for the purposes of: (i) performing the duties of the Contributors’ Contributor’s Representative as set forth in this Agreement; (ii) accepting from the Purchaser Partnership the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewithAgreed Contribution Value, and distributing to each the Contributor its portion thereofof such funds; (iii) changing the time, date or place of the Closing or Closing; (iv) granting any consent or waiver required or desired of the Contributors Contributor by the Purchaser Partnership pursuant to this Agreement; (v) representing the Contributors Contributor in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other handindemnification related matter, including disputing or settling any claim by the PurchaserPartnership; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Contributor’s Representative reasonably deems necessary or prudent in connection herewith; and (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Contributor’s Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each The Contributor hereby grants unto the Contributors’ Contributor’s Representative full power and authority to do and perform each and every act as is described under this Section 8.1313.17, as fully to all intents and purposes as the Contributors Contributor might or could do in person, hereby ratifying and confirming all that the Contributors’ Contributor’s Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each The Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Contributor’s Representative and shall survive the bankruptcy of such Person. Each The Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Contributor’s Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Contributor’s Representative in accordance with this Section 8.13 13.17 or any decisions made by the Contributors’ Contributor’s Representative in accordance with this Section 8.13 13.17 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions. The Contributor’s Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributor’s Representative on behalf of a Contributor. The Contributor’s Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement executed in connection herewith or therewith, except that the Contributor’s Representative shall not be relieved of any liability imposed by law for gross negligence or willful misconduct. The Contributor’s Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of the Contributor to whom payment was due, but not made, shall be to recover from the other Contributor, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributor’s Representative are fully and completely binding and the Partnership is entitled to rely upon the provisions of this Section 13.17.

Contributors’ Representative. (a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization authorizing the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

Contributors’ Representative. (a) Each If at any time the Contributors’ Representative ceases to be the manager of one or both of the Contributors, then each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser Partnership the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewithAgreed Contribution Value, and distributing to each Contributor its portion thereofof such funds; (iii) changing the time, date or place of the Initial Closing or Subsequent Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser Partnership pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other handindemnification related matter, including disputing or settling any claim by the PurchaserPartnership; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; and (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.1313.17, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 13.17 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 13.17 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions. The Contributors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Contributor, except in respect of amounts received by Contributors’ Representative on behalf of a Contributor. The Contributors’ Representative shall not be liable to any Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement executed in connection herewith or therewith, except that the Contributors’ Representative shall not be relieved of any liability imposed by law for gross negligence or willful misconduct. The Contributors’ Representative shall not be liable to any Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Contributor to whom payment was due, but not made, shall be to recover from the other Contributors, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributors’ Representative are fully and completely binding and the Partnership is entitled to rely upon the provisions of this Section 13.17.

Contributors’ Representative. (a) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.13, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.

Contributors’ Representative. (a) Each If at any time the Contributor’s Representative ceases to be the manager of the Contributor, then the Contributor hereby irrevocably constitutes and appoints the Contributors’ Contributor’s Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Contributor’s Representative acting for such Contributors the Contributor and in such Contributors’ the Contributor’s name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors the Contributor might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken by or for, or a notice to be delivered to, the ContributorsContributor, including for the purposes of: (i) performing the duties of the Contributors’ Contributor’s Representative as set forth in this Agreement; (ii) accepting from the Purchaser Partnership the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewithAgreed Contribution Value, and distributing to each the Contributor its portion thereofof such funds; (iii) changing the time, date or place of the Initial Closing or Subsequent Closing; (iv) granting any consent or waiver required or desired of the Contributors Contributor by the Purchaser Partnership pursuant to this Agreement; (v) representing the Contributors Contributor in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other handindemnification related matter, including disputing or settling any claim by the PurchaserPartnership; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Contributor’s Representative reasonably deems necessary or prudent in connection herewith; and (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Contributor’s Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each The Contributor hereby grants unto the Contributors’ Contributor’s Representative full power and authority to do and perform each and every act as is described under this Section 8.1313.17, as fully to all intents and purposes as the Contributors Contributor might or could do in person, hereby ratifying and confirming all that the Contributors’ Contributor’s Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each The Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Contributor’s Representative and shall survive the bankruptcy of such Person. Each The Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Contributor’s Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Contributor’s Representative in accordance with this Section 8.13 13.17 or any decisions made by the Contributors’ Contributor’s Representative in accordance with this Section 8.13 13.17 shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions. The Contributor’s Representative shall not have by reason of this Agreement a fiduciary relationship in respect of the Contributor, except in respect of amounts received by Contributor’s Representative on behalf of the Contributor. The Contributor’s Representative shall not be liable to the Contributor for any action taken or omitted by it or any agent employed by it under this Agreement or any other agreement executed in connection herewith or therewith, except that the Contributor’s Representative shall not be relieved of any liability imposed by law for gross negligence or willful misconduct. The Contributor’s Representative shall not be liable to the Contributor for any apportionment or distribution of payments made by it in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of the Contributor to whom payment was due, but not made, shall be to recover from the other Contributor, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement. The actions of the Contributor’s Representative are fully and completely binding and the Partnership is entitled to rely upon the provisions of this Section 13.17.

Contributors’ Representative. (ai) Each Contributor hereby irrevocably constitutes and appoints the Contributors’ Representative, acting singly, as its true and lawful agent, proxy and attorney-in-fact and authorizes the Contributors’ Representative acting for such Contributors and in such Contributors’ name, place and stead, in any and all capacities to do and perform every act and thing reasonably necessary or desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as such Contributors might or could do in person, except to the extent that this Agreement specifically provides for an action to be taken by or for, or a notice to be delivered to, the Contributors, including for the purposes of: (i) performing the duties of the Contributors’ Representative as set forth in this Agreement; (ii) accepting from the Purchaser the payment of the Purchase Price or any other amounts payable to the Contributors in connection therewith, and distributing to each Contributor its portion thereof; (iii) changing the time, date or place of the Closing; (iv) granting any consent or waiver required or desired of the Contributors by the Purchaser pursuant to this Agreement; (v) representing the Contributors in connection with any dispute between the Contributors, on the one hand, and the Purchaser and ATA, on the other hand, including disputing or settling any claim by the Purchaser; (vi) determining the presence (or absence) of claims for payment pursuant to this Agreement or any agreement executed in connection herewith; (vii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Contributors’ Representative reasonably deems necessary or prudent in connection herewith; (viii) executing and delivering the Escrow Agreement and authorization the Escrow Agent to release the documents delivered to the Escrow Agent pursuant to the terms thereof; and (ix) taking any action and executing and delivering any and all documents contemplated by this Agreement and any other instruments which the Contributors’ Representative may deem necessary or advisable to accomplish the purposes of this Agreement. Each Contributor hereby grants unto the Contributors’ Representative full power and authority to do and perform each and every act as is described under this Section 8.138.M, as fully to all intents and purposes as the Contributors might or could do in person, hereby ratifying and confirming all that the Contributors’ Representative has lawfully done consistent herewith and may lawfully do or cause to be done by virtue hereof. Each Contributor hereby agrees by executing this Agreement that the foregoing agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Contributors’ Representative and shall survive the bankruptcy of such Person. Each Contributor hereby acknowledges and agrees that upon execution of this Agreement any delivery by the Contributors’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Contributors’ Representative in accordance with this Section 8.13 8.M or any decisions made by the Contributors’ Representative in accordance with this Section 8.13 8.M shall be binding on such Person as fully as if such Person had executed and delivered such documents or made such decisions.