Common use of Representative Clause in Contracts

Representative. Each of the parties hereby appoints the individual(s) set forth opposite its name below (one of the HMG Representatives (to be designated in writing from time to time by HMG) shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining to the affairs of the Venture; provided however, that in the event of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other party; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee").

Representative. (a) Each of the parties Seller hereby appoints the individual(s) set forth opposite its name below (one Representative for and on behalf of Sellers to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Purchase Consideration and Earnout Amount under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the HMG Representatives Purchase Consideration (including the Earnout Amount), to take all actions on behalf of Sellers pursuant to this Agreement and any Ancillary Agreement to which such Seller is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be designated in writing from time given to time by HMG) any Seller hereunder or pursuant to any Ancillary Agreement shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining deemed so given if given to the affairs Representative. Without limiting the generality of the Venture; provided howeverforegoing, that the Representative shall be authorized, in connection with the Closing, to execute all certificates, documents and agreements on behalf of and in the event name of Sellers necessary to effectuate the Closing and related transactions. The Representative shall be authorized to take all actions on behalf of Sellers in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to make payments in respect of such claims on behalf of Xxxxxxx. Sellers may remove or replace the Representative by a vote of holders that own a majority of the death, removal, resignation or incapacity of Company Securities immediately prior to the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(sClosing upon not less than ten (10) by Business Days’ prior written notice to Buyer. No bond will be required of the other party; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor the Representative will receive no compensation for its services. Notices or communications to Xxxxx X. Xxxxxx as or from the Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (will constitute notice to or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) from each of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")Sellers.

Representative. Each (a) By virtue of the parties hereby appoints approval of the individual(sTransactions and this Agreement by the Parent Holders and pursuant to the Parent Holder Agreements, each of the Parent Holders and the Sellers (collectively, the “Seller Indemnifying Parties”) shall be deemed to have agreed to appoint Parent as his, her or its agent and attorney-in-fact, as the Representative for and on behalf of the Seller Indemnifying Parties to take all actions under this Agreement that are to be taken by the Representative, including to amend this Agreement, to waive any provision of this Agreement, to negotiate payments due pursuant to this Article 13, to give and receive notices and communications, to authorize payment to any Buyer Indemnified Party from the Escrow Fund in satisfaction of claims by any Buyer Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Buyer Indemnified Party against any Seller Indemnifying Party or by any such Seller Indemnifying Party against any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any such Seller Indemnifying Party, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, or (ii) specifically mandated by the terms of this Agreement; provided, however, that, notwithstanding the foregoing or anything to the contrary set forth opposite its name below (one herein, the powers conferred above shall not authorize or empower the Representative to do or cause to be done any of the HMG Representatives foregoing (i) in a manner that improperly discriminates between or among the Seller Indemnifying Parties or (ii) as to any matter insofar as such matter relates solely and exclusively to a single Seller Indemnifying Party, whereupon the Representative may appoint the Seller Indemnifying Party who is alleged to be designated in writing breach to handle all matters related to such indemnification claim on behalf of the Representative, and all references to the Representative in such event shall include also such Seller Indemnifying Party. Such agency may be changed by the Parent Holders from time to time by HMGupon not less than thirty (30) shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining to the affairs of the Venture; provided however, that in the event of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by days prior written notice to the other partyParent; provided, however, that the Representative may not be removed unless Parent Holders holding an Indirect Ownership Interest (aas set forth on Exhibit E) of at no time least 51% (a “Majority Interest”) agree to such removal and to the identity of the substituted agent. A vacancy in the position of Representative may be filled by a Majority Interest. In the event a vacancy in the position of Representative exists for fifteen (15) or more days, Parent shall Xxxxxx X. Xxxxxx have the right to petition a court of competent jurisdiction to appoint a replacement Representative. No bond shall be eligible for appointment as a Representative, nor shall he be appointed a required of the Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by not receive any compensation for his, her or its services. Notices or communications to or from the party nominating Representative shall constitute notice to or from the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")Seller Indemnifying Parties.

Representative. (a) Each of the parties Seller hereby appoints the individual(s) set forth opposite its name below (one Representative for and on behalf of Sellers to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Cash Payment and each Earnout Amount under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the HMG Representatives Amount, to take all actions on behalf of Sellers pursuant to this Agreement and any Ancillary Agreement to which such Seller is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be designated in writing from time given to time by HMG) any Seller hereunder or pursuant to any Ancillary Agreement shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining deemed so given if given to the affairs Representative. Without limiting the generality of the Venture; provided howeverforegoing, that the Representative shall be authorized, in connection with the Closing, to execute all certificates, documents and agreements on behalf of and in the event name of Sellers necessary to effectuate the Closing and related transactions. The Representative shall be authorized to take all actions on behalf of the deathSellers in connection with any claims made under Articles 6 or 7 of this Agreement, removalto defend or settle such claims, resignation and to make payments in respect of such claims on behalf of Sellers. The Sellers may remove or incapacity replace the Representative by a vote of holders that own a majority of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(sCompany’s common stock immediately prior to Closing upon not less than ten (10) by Business Days’ prior written notice to Buyer. No bond will be required of the other party; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor the Representative will receive no compensation for its services. Notices or communications to Xxxxx X. Xxxxxx as or from the Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (will constitute notice to or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) from each of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")Sellers.

Representative. Each (a) From and after the Closing and so long as it holds any shares of Class E Preferred Stock or Conversion Stock, if Equity VI is no longer entitled to designate a director under the parties hereby appoints the individual(s) set forth opposite its name below (one of the HMG Representatives (to be designated in writing from time to time by HMG) Investor Rights Agreement, Equity VI shall be referred entitled to herein as designate one representative (the "Managing RepresentativeREPRESENTATIVE") to serve observe Board meetings and all committees thereof. The Company shall, after receiving notice from Equity VI as its representative in matters pertaining to the affairs identity of the Venture; provided howeverRepresentative, that except to the extent necessary to preserve attorney-client privilege, (i) permit the Representative to attend all Board meetings and all committees thereof, (ii) provide the Representative advance notice of each such meeting, including such meeting's time and place, at the same time and in the event same manner as such notice is provided to the members of the death, removal, resignation Board (or incapacity such committee thereof) and copies of all materials distributed to the members of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(sBoard (or such committee thereof) by written notice at the same time as such materials are distributed to the other party; provided, however, that Board (aor such committee thereof) at no time and shall Xxxxxx X. Xxxxxx be eligible for appointment permit the Representative to have the same access to information concerning the business and operations of the Company as a Representative, nor shall he be appointed a Representativethe directors (or committee members) have, and (biii) any successor permit the Representative to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in discuss the Venture affairs, finances and (ii) shall be a person succeeding accounts of the Company with, and to make proposals and furnish advice with respect thereto to, the Board, without voting. The Board (or survivingany committee thereof) Xxxxx X. Xxxxxx on and the Management Committee (or successor committee or board functioning as Company's management shall give due consideration to the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents advice given and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne any proposals made by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG Equity VI shall have the sole power right to appoint two (2) trustees consult with and advise management of the Trust Company on significant business issues, including management's proposed annual operating plans, and their successors (management will meet with a representative of Equity VI at the "HMG Trustees") Company's facilities at mutually agreeable times for such consultation and Xxxxxx advice, including to review progress in achieving said plans. The Company shall have give Equity VI reasonable advance written notice of any significant new initiatives or material changes to existing operating plans and shall afford Equity VI adequate time to meet with management to consult on such initiatives or changes prior to implementation. The Company shall furnish Equity VI with such financial and operating data and other information with respect to the sole power to appoint one (1) trustee Business and the properties of the Trust Company as the Representative may request, except to the extent necessary to preserve attorney-client privilege. The Company shall permit Equity VI to discuss the affairs, finances and his or her successors (accounts of the "Xxxxxx Trustee")Company with, and to make proposals and furnish advice with respect thereto to, the principal officers of the Company, except to the extent necessary to preserve attorney-client privilege. The Company shall give due consideration to the advice given and any proposals made by Equity VI.

Representative. (a) Each of the parties Seller hereby appoints the individual(s) set forth opposite its name below (one Representative for and on behalf of Sellers to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Purchase Consideration and Earnout Amount under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the HMG Representatives Purchase Consideration (including the Earnout Amount), to take all actions on behalf of Sellers pursuant to this Agreement and any Ancillary Agreement to which such Seller is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be designated in writing from time given to time by HMG) any Seller hereunder or pursuant to any Ancillary Agreement shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining deemed so given if given to the affairs Representative. Without limiting the generality of the Venture; provided howeverforegoing, that the Representative shall be authorized, in connection with the Closing, to execute all certificates, documents and agreements on behalf of and in the event name of Sellers necessary to effectuate the Closing and related transactions. The Representative shall be authorized to take all actions on behalf of Sellers in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to make payments in respect of such claims on behalf of Sellers. Sellers may remove or replace the Representative by a vote of holders that own a majority of the death, removal, resignation or incapacity of Company Securities immediately prior to the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(sClosing upon not less than ten (10) by Business Days’ prior written notice to Buyer. No bond will be required of the other party; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor the Representative will receive no compensation for its services. Notices or communications to Xxxxx X. Xxxxxx as or from the Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (will constitute notice to or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) from each of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")Sellers.

Representative. Each The Shareholders each irrevocably initially appoints Xxxxxxx Xxxxx as the Representative with power of designation and assignment as its true and lawful proxy and attorney-in-fact and agent with full power of substitution, to act solely and exclusively on behalf of, and in the name of, each Shareholder with the full power, without the consent of the parties hereby appoints Shareholders, to exercise the individual(s) set forth opposite its name below (one powers of the HMG Representatives Representative under the provisions of this Agreement or the Ancillary Agreements (including the Escrow Agreement) and to take all actions necessary or appropriate in the judgment of the Representative in connection with this Agreement and the Ancillary Agreements (including the Escrow Agreement), which shall include the power and authority to (i) amend, modify, waive or provide consent with respect to, any provision of this Agreement or the Ancillary Agreements (including the Escrow Agreement), (ii) to execute, deliver and accept such waivers and consents and to endorse and deliver any and all notices, documents, certificates or other papers to be designated delivered in connection with this Agreement and the Ancillary Agreements (including the Escrow Agreement), (iii) to disburse any funds received hereunder or under the Escrow Agreement to each Shareholders, and (iv) to consummate the transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable. In the event of death or incapacity of Xxxxxxx Xxxxx, the Shareholders each irrevocably appoints Xxxxxxxx Xxxxx as the Representative, without the consent of the Shareholders, and Xxxxxxxx Xxxxx’x appointment as the Representative shall be effective upon notification in writing from time to time by HMG) Buyer. In any Third Party Defense in which more than one Shareholder is an Indemnitor, the Representative shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining to the affairs act on behalf of the Venture; provided howeverall Shareholder Indemnitors, it being agreed that in the event of a post-Closing Action, Buyer is entitled to discovery of documents from the deathShareholders relevant to such Action as if such Shareholders were parties to such Action, removalnotwithstanding the appointment of the Representative as the sole intermediary for other purposes. The Buyer and the Buyer Indemnitees, resignation if applicable, will be entitled to rely exclusively upon any notices and other acts of the Representative as being legally binding acts of the Shareholders individually and collectively. The appointment and power of attorney granted by the Shareholders to the Representative shall be deemed coupled with an interest and all authority conferred hereby shall be irrevocable whether by death or incapacity of any the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to Shareholders or the occurrence of any other party; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (event or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")events.

Representative. Each For purposes of this Agreement, the Escrowed Holders, without any further action on the part of any such Escrowed Holder, shall be deemed to have consented to the appointment of Xxxxx Xxxxxxx (or, if Xxxxx Xxxxxxx is offered and accepts a full-time management position with Parent, the Surviving Corporation or any of their Affiliates, Xxxxx Xxxxxxx shall become the Representative automatically and without any further action on the part of the parties hereby appoints Escrowed Holders) as the individual(s) set forth opposite its name below (one Representative of such Escrowed Holders, as the attorney-in-fact for and on behalf of each such Escrowed Holder, and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including the exercise of the HMG Representatives (power to be designated in writing from time to time by HMG) shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining to the affairs of the Venture; provided however, that in the event of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other party; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representativeexecute this Agreement and the Escrow Agreement, nor shall he be appointed a Representative(b) authorize delivery to Parent and the Surviving Corporation of the Escrow Fund, or any portion thereof, in satisfaction of Indemnification Claims, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (d) resolve any Indemnification Claims, and (be) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Representative has unlimited authority and power to act on behalf of each Escrowed Holder with respect to this Agreement and the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreement. The Escrowed Holders will be bound by all actions taken by the Representative in connection with this Agreement or the Escrow Agreement, and Parent and the Surviving Corporation shall be entitled to rely on any successor action or decision of the Representative. The Representative will incur no liability with respect to Xxxxx X. Xxxxxx as Representative any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (i) and shall have an economic interest in no responsibility to determine the Venture and (ii) shall be a person succeeding (authenticity thereof), nor for any other action or surviving) Xxxxx X. Xxxxxx inaction, except his own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreement, the Representative may rely on the Management Committee (advice of counsel, and the Representative will not be liable to Escrowed Holders for anything done, omitted or successor committee or board functioning as suffered in good faith by the senior management body) Representative based on such advice. Subject to and in accordance with the terms of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensationthe Escrow Agreement, if any, up to $250,000 of a the reasonable expenses of the Representative shall be borne by paid from the party nominating Escrow Fund on an as incurred basis. The Representative will not be required to take any action involving any expense unless the Representative, but expenses payment of such Representatives relating expense is made or provided for in a manner satisfactory to venture business shall be borne by him. At any time during the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees term of the Trust Escrow Agreement, Escrowed Holders entitled to a majority in interest of the Escrow Amount can appoint a new Representative by written consent by sending notice and their successors a copy of the duly executed written consent appointing such new Representative to Parent and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent, Merger Sub (or, if after the "HMG Trustees"Effective Time, the Surviving Corporation) and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")Escrow Agent.

Representative. Each of the parties Sellers hereby appoints Xxxx Xxxxx and Xxxx Xxxxxxxx as its, his or her exclusive agent and attorney-in-fact (the individual(s“Representatives”) set forth opposite its name below (one a) to give and receive notices and communications with respect to the provisions of this Agreement (including under ARTICLE VIII hereof), (b) to amend the terms of this Agreement (but not individual contracts, the forms of which may be attached hereto or incorporated herein by reference), (c) to agree to, negotiate, enter into settlements or compromises of matters arising under the provisions of this Agreement and (d) to take any and all actions necessary or appropriate in the judgment of the HMG Representatives (to be designated in writing from time to time by HMG) shall be referred to herein as taken on behalf of Sellers under such provisions of this Agreement (including under ARTICLE VIII hereof). Such agency is irrevocable and coupled with an interest. Upon the "Managing Representative") to serve as its representative in matters pertaining to the affairs of the Venture; provided however, that in the event of the death, removal, resignation death or incapacity of the Managing either Representative, HMG or his ceasing to be an employee or independent contractor of the Company or any Affiliate, the remaining Representative shall thereafter designate all future Managing be the sole Representative and shall notify the Parent of such change in writing. Upon the death or incapacity of both Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx , or their both ceasing to be an employee or independent contractor of the Company or any Affiliate, the Sellers, acting as a group with voting power based on voting power held by Sellers in the voting securities of the Company prior to the Closing Date shall appoint a successor Representative and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written shall notify the Parent of such successor in writing. Any successor Representative must be an employee of the Company or any Affiliate. Notwithstanding the foregoing, no bond shall be required of the Representatives and Sellers shall be responsible for the expenses of the Representatives incurred in the course of their duties as Representative, including reasonable attorneys’ fees. Notices or communications to or from a Representative shall constitute notice to the other party; providedor from Sellers in respect of matters relating to this Agreement. Any decision, howeveract, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (consent or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, instruction of a Representative shall be borne by the party nominating the Representativeconstitute a decision, but expenses act or consent of such Representatives relating to venture business all Sellers, and shall be borne by final, binding and conclusive upon each Seller, and Parent may rely upon any decision, act, consent or instruction of a Representative as being the Venture. In additiondecision, HMG shall have the sole power to appoint two (2) trustees act, consent or instruction of the Trust each and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")every Seller.

Representative. Each (a) By voting in favor of the parties hereby appoints adoption of this Agreement, the individual(s) set forth opposite its name below (one approval of the HMG Representatives principal terms of the Merger, and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Equityholder shall be deemed to have approved the designation of, and hereby designates, Shareholder Representative Services LLC as the Representative for all purposes in connection with this Agreement and any Ancillary Agreement, including to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Cash Payment and Earn-Out Amount under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Amount, to take all actions on behalf of the Equityholders pursuant to this Agreement, Escrow Agreement and any Ancillary Agreement to which such Equityholder is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement, Escrow Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Equityholder, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Equityholder, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be designated in writing from time given to time by HMG) any Equityholder hereunder or pursuant to any Ancillary Agreement shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining deemed so given if given to the affairs Representative. Without limiting the generality of the Venture; provided howeverforegoing, that the Representative shall be authorized, in connection with the Closing, to execute all certificates, documents and agreements on behalf of and in the event name of the death, removal, resignation or incapacity Equityholders necessary to effectuate the Closing and related transactions. The Representative shall be authorized to take all actions on behalf of the Managing RepresentativeEquityholders in connection with any claims made under Articles 8 or 9 of this Agreement (including Equityholder Specific Claims), HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx to defend or settle such claims, and Xxxxxxxx X. Xxxxxxxxx A party to make payments in respect of such claims on behalf of the Equityholders. The Representative may change its Representative(sresign at any time. The Equityholders may remove or replace the Representative by a vote of holders that own a majority of the Common Stock immediately prior to Closing upon not less than ten (10) by Business Days’ prior written notice to the other party; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx Buyer. No bond will be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) required of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating . Notices or communications to venture business shall be borne by or from the Venture. In addition, HMG shall have the sole power Representative from and after Closing will constitute notice to appoint two (2) trustees or from each of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")Equityholders.

Representative. (a) Each Stockholder hereby appoints (and each holder of In the Money Options shall appoint in his or her respective Option Cancellation Agreement) the Representative for and on behalf of Stockholders to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Cash Payment and Earn-Out Payments under Article 1, to modify the Business Plan and other applicable provisions of this Agreement, to take all actions on behalf of Stockholders pursuant to this Agreement, and to take all actions necessary or appropriate in the judgment of the parties hereby appoints Representative for the individual(s) set forth opposite its name below (one accomplishment of the HMG Representatives foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Stockholder, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Stockholder, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be designated in writing from time given to time by HMG) any Stockholder hereunder or pursuant to any Ancillary Agreement shall be referred deemed so given if given to herein the Representative. Without limiting the generality of the foregoing, the Representative shall be authorized, in connection with the Closing, to execute all certificates, documents and agreements on behalf of and in the name of Stockholders necessary to effectuate the Closing and related transactions. The Representative shall be authorized to take all actions on behalf of the Stockholders in connection with any claims made under Articles 8 or 9 of this Agreement, to defend or settle such claims, and to make payments in respect of such claims on behalf of Stockholders. The Stockholders may remove or replace the Representative by a vote of holders that owned a majority of the Common Stock immediately prior to Closing. If the Representative shall be removed, resign or otherwise be unable to fulfill its responsibilities hereunder, the Stockholders shall appoint a successor to the Representative, and shall immediately thereafter notify Buyer of the identity of such successor. Any such successor shall succeed the former Representative as the "Managing Representative hereunder. No bond will be required of the Representative") , and the Representative will receive no compensation for its services. Notices or communications to serve as its representative in matters pertaining or from the Representative will constitute notice to or from each of Stockholders. Notwithstanding anything to the affairs of the Venture; provided howevercontrary herein, that in the event of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other party; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed claim hereunder against a Representativesingle Participating Equityholder, and (b) not any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) other Participating Equityholders, such affected Participating Equityholder shall be a person succeeding (or surviving) Xxxxx X. Xxxxxx on entitled to control the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses defense of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")claim.

Representative. Each of the parties Seller Agreement Parties hereby appoints agrees that Jxxxx Xxxxxxx shall be appointed as the individual(s) set forth opposite its name below (one Representative and as the attorney-in-fact for and on behalf of each Stockholder, and is hereby authorized to take any and all actions and make any and all decisions required or permitted to be taken by him under this Agreement or any Ancillary Agreement to which any Stockholder is a party, including the exercise of the HMG Representatives power to (to be designated in writing from time to time by HMGa) shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining resolve any Disputed Items with respect to the affairs Final Closing Statement (b) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (c) resolve any indemnification claims, and (d) take all actions necessary in the judgment of the Venture; provided however, that in Representative for the event accomplishment of the deathother terms, removalconditions and limitations of this Agreement, resignation the Ancillary Agreements and any transactions contemplated herein and therein. Accordingly, the Representative has the authority and power to act on behalf of each Stockholder with respect to this Agreement or incapacity any Ancillary Agreement to which any Stockholder is a party. Each Stockholder will be bound by all actions taken by the Representative in connection with this Agreement and Parent shall only be required to acknowledge or act upon a written communication signed by the Representative. Such agency may be changed with respect to the Representative by the majority of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other partyStockholders represented thereby; provided, however, that (a) the Representative may not be removed unless any such majority agrees to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, the Representative may resign at no any time by providing written notice of intent to resign to each Stockholder, which resignation shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative effective upon the earlier of (i) shall have an economic interest in the Venture and thirty (30) calendar days following delivery of such written notice or (ii) the appointment of a successor by the relevant majority. No bond shall be a person succeeding (required of the Representative and the Representative shall not receive any compensation for its services. The Representative shall not be liable to the Stockholders for any act done or surviving) Xxxxx X. Xxxxxx omitted hereunder as the Representative while acting in good faith and in the exercise of reasonable judgment, even if such act or omission constitutes negligence on the Management Committee part of the Representative. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts and pay for such services out of the Reserve Amount. The Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. The Stockholders shall jointly and severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred on the part of the Representative (or successor committee or board functioning so long as the senior management bodyRepresentative was acting in good faith in connection therewith) and arising out of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and for taking such other action as may be necessary or advisable. The compensation, if any, expenses of a Representative shall be borne any legal counsel retained by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee").

Representative. Each of the parties Principals and IMS Holdco hereby appoints the individual(s) set forth opposite Xxxxxx as his, her or its name below exclusive agent and attorney-in-fact (one of the HMG Representatives (to be designated in writing from time to time by HMG) shall be referred to herein as the "Managing Representative") (i) to serve as its representative in matters pertaining give and receive notices and communications with respect to the affairs provisions of this Agreement, (ii) to amend the terms of this Agreement, (iii) to agree to, negotiate, enter into settlements or compromises of matters arising under the provisions of this Agreement, and (iv) to take any and all actions necessary or appropriate in the judgment of the Venture; provided however, that in the event Representative to be taken on behalf of the death, removal, resignation or incapacity Principals and IMS Holdco under such provisions of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx this Agreement. Such agency and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other partythat of any successor representative is irrevocable and coupled with an interest; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as the Representative (i) shall have no authority to act on behalf of any Principal or IMS Holdco with respect to an economic interest in indemnity claim under Section 7.2.2. In the Venture and (ii) shall be a person succeeding (event the Representative refuses to, or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning is no longer capable of, serving as the senior management body) of Xxxxxx. Each party agrees that it Representative hereunder, the other Principals shall make its Representative(s) reasonably available during business hours for executing documents promptly appoint a successor Representative who shall thereafter be the successor Representative hereunder and for taking the Representative shall serve until such other action as may be necessary or advisablesuccessor is duly appointed and qualified to act hereunder. The compensationPrincipals and IMS Holdco hereby agree that the Representative shall not have any liability to the Company or any of its subsidiaries, if any, of a for any action he takes or omits to take hereunder (or under any agreement or instrument referred to herein) in his capacity as Representative, unless such action or omission constitutes bad faith or willful misconduct by the Representative. Notices or communications to or from the Representative shall be borne by constitute notice to or from the party nominating the Representative, but expenses Principals and/or IMS Holdco in respect of such Representatives matters relating to venture business this Agreement. Any decision, act, consent or instruction of the Representative shall constitute a decision of all of the Principals and IMS Holdco, and shall be borne by final, binding and conclusive upon each Principal and IMS Holdco, and the Venture. In additionPurchaser may rely upon any decision, HMG shall have the sole power to appoint two (2) trustees act, consent or instruction of the Trust Representative as being the decision, act, consent or instruction of IMS Holdco and their successors (the "HMG Trustees") each and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")every Principal.

Representative. (a) Each Shareholder irrevocably appoints Min Juang (the “Representative”) with power of designation and assignment as its true and lawful attorney-in-fact and agent with full power of substitution, to act solely and exclusively on behalf of, and in the name of, such Shareholder with the full power, without the consent of such Shareholder, to exercise as the Representative in its sole discretion deems appropriate, the powers which such Shareholder could exercise under the provisions of this Agreement and to take all actions necessary or appropriate in the judgment of the parties hereby appoints Representative in connection with this Agreement, which shall include the individual(s) set forth opposite its name below (one power and authority to amend, modify, waive or provide consent with respect to, any provision of this Agreement and to execute, deliver and accept such waivers and consents and any and all notices, documents, certificates or other papers to be delivered in connection with this Agreement and the consummation of the HMG Representatives (transactions contemplated hereby as the Representative, in its sole discretion, may deem necessary or desirable; provided that the Representative may not amend this Agreement without the consent of such Shareholder if the consideration to be designated received by such Shareholder pursuant to Article II hereof will be reduced by the proposed amendment or if such Shareholder will be disproportionately and adversely affected by the proposed amendment relative to the other Shareholders of the same class. The Representative shall have the power to waive, on behalf of each Shareholder, any attorney-client privileges in writing from time connection with communications between such Shareholder and counsel to time the Acquired Companies in connection with the transactions contemplated hereunder. The Buyer and the Buyer Indemnitees, if applicable, will be entitled to rely exclusively upon any notices and other acts of the Representative as being legally binding acts of each Shareholder individually and the Shareholders collectively. The appointment and power of attorney granted by HMG) each Shareholder to the Representative shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining to the affairs of the Venture; provided however, that in the event of the death, removal, resignation deemed coupled with an interest and all authority conferred hereby shall be irrevocable whether by death or incapacity of any such Shareholder or the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the occurrence of any other party; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (event or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")events.

Representative. Each of the parties Seller hereby authorizes, directs and appoints the individual(s) set forth opposite its name below (one of the HMG Representatives (Restaurant Holdings to be designated in writing from time to time by HMG) shall be referred to herein as the "Managing Representative") to serve act as its sole and exclusive agent, attorney-in-fact and representative in matters pertaining (the “Representative”) and authorizes and directs the Representative to the affairs of the Venture; provided however, that in the event of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other party; provided, however, that (a) at no time take any and all actions (including, without limitation, executing and delivering any documents (including any amendment or modification to this Agreement), incurring any costs and expenses on behalf of such Seller and making any and all determinations) which may be required or permitted by this Agreement to be taken by such Seller; (b) make decisions on behalf of such Seller with respect to the transactions and other matters contemplated by this Agreement or the other Transaction Documents, including regarding adjustments to the Estimated Aggregate Purchase Price and the management, negotiation, settlement and compromise of indemnification claims or demand litigation or arbitration with respect to any third-party suits or claims by the Purchaser for indemnification; (c) exercise such other rights, power and authority, as are authorized, delegated and granted to the Representative pursuant to this Agreement; and (d) exercise such rights, power and authority as are incidental to the foregoing. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Representative consistent therewith, shall Xxxxxx X. Xxxxxx be eligible absolutely and irrevocably binding on each such Seller as if such Seller personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Seller’s capacity. Each Seller agrees that the Representative shall not be liable for appointment as a any actions taken or omitted to be taken under or in connection with this Agreement or the transactions contemplated hereby, except for such actions taken or omitted to be taken resulting from the Representative’s willful misconduct. Purchaser shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, nor and shall he be appointed a entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed by or purported to be executed on behalf of any Seller by the Representative, and (b) on any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may taken or purported to be necessary or advisable. The compensation, if any, taken on behalf of a Representative shall be borne any such Seller by the party nominating the Representative, but expenses of Representative as fully binding upon each such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")Seller.

Representative. Each (a) By virtue of the parties Company Required Stockholder Consent, this Agreement and the transactions contemplated hereby appoints by the individual(s) set forth opposite its name below (one Company Stockholders, each of the HMG Representatives Company Stockholders shall be deemed to have agreed to appoint Hxxxxx Xxxxxxxxx (the “Representative”) as its agent and attorney-in-fact, as the Representative for and on behalf of the Company Stockholders to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by such Indemnified Party pursuant to Section 7.2(a), to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Stockholder or by any such Company Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. The identity of the Representative may be designated in writing changed by the Company Stockholders from time to time by HMGupon not less than thirty (30) shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining to the affairs of the Venture; provided however, that in the event of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by days prior written notice to the other partyPurchaser; provided, however, that (a) the Representative may not be removed unless holders of at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as least two-thirds of the interest of the Escrow Fund agrees in writing to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest vacancy in the Venture and (ii) shall be a person succeeding (or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) position of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as Representative may be necessary or advisable. The compensation, if any, filled by the holders of a majority in interest of the Escrow Fund. Notices or communications to or from the Representative shall be borne by constitute notice to or from the party nominating Company Stockholders. A decision, act, consent or instruction of the Representative, but expenses including an amendment, extension or waiver of such Representatives relating this Agreement pursuant to venture business Section 8.3 and Section 8.4 hereof, shall constitute a decision of the Company Stockholders and shall be borne by final, binding and conclusive upon the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees Company Stockholders; and each of the Trust Escrow Agent and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee Purchaser may rely upon any such decision, act, consent or instruction of the Trust Representative as being the decision, act, consent or instruction of the Company Stockholders. Each of the Escrow Agent and his Purchaser is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or her successors (instruction of the "Xxxxxx Trustee")Representative.

Representative. Each of the parties Sellers hereby appoints Xxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx as its, his or her exclusive agent and attorney-in-fact (the individual(s“Representatives”) set forth opposite its name below (one i) to give and receive notices and communications with respect to the provisions of this Agreement, (ii) to amend the terms of this Agreement, (iii) to agree to, negotiate, enter into settlements or compromises of matters arising under the provisions of this Agreement, and (iv) to take any and all actions necessary or appropriate in the judgment of the HMG Representatives (to be designated in writing from time to time by HMG) shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining to the affairs taken on behalf of the Venture; provided however, that in the event Sellers under such provisions of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx this Agreement. Such agency is irrevocable and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other partycoupled with an interest; provided, however, that (a) at the Representatives shall have no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a authority to act on behalf of any Seller with respect to an indemnity claim under Section 7.2. Notwithstanding the foregoing, upon the death or incapacity of either Representative, nor or his ceasing to be an employee or independent contractor of the Company or the Surviving Corporation or any Affiliate, the remaining Representative shall he be appointed the sole Representative and shall notify the Parent of such change in writing. Notwithstanding the foregoing, upon the death or incapacity of both Representatives, or their both ceasing to be an employee or independent contractor of the Company, or the Surviving Corporation or any Affiliate the Sellers shall appoint a successor Representative and shall notify the Parent of such successor in writing. Any successor Representative must be an employee of the Company or the Surviving Corporation or any Affiliate. Notwithstanding the foregoing, no bond shall be required of the Representatives and Sellers shall be responsible for the expenses of the Representatives incurred in the course of their duties as Representative, and (b) any successor including reasonable attorneys’ fees. Notices or communications to Xxxxx X. Xxxxxx as or from a Representative (i) shall have an economic interest constitute notice to or from Sellers in the Venture and (ii) shall be a person succeeding (respect of matters relating to this Agreement. Any decision, act, consent or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, instruction of a Representative shall be borne by the party nominating the Representativeconstitute a decision, but expenses act or consent of such Representatives relating to venture business all Sellers, and shall be borne by final, binding and conclusive upon each Seller, and Parent may rely upon any decision, act, consent or instruction of a Representative as being the Venture. In additiondecision, HMG shall have the sole power to appoint two (2) trustees act, consent or instruction of the Trust each and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")every Seller.

Representative. Each (a) From and after the Closing and so long as the Maveron Entities hold more than 337,230 shares (subject to appropriate adjustments for stock dividends, stock splits, combinations, recapitalizations or the like) of Class G Preferred Stock (or Common Stock acquired upon conversion thereof) (treating the parties hereby appoints the individual(sMaveron Entities and their respective affiliated investment funds as one holder for purposes of this Section 7.4(a)) set forth opposite its name below (one of the HMG Representatives (to be designated in writing from time to time by HMG) a "Qualified Investor"), such Qualified Investor shall be referred entitled to herein as designate one representative (the "Managing Representative") to serve as its representative in matters pertaining to the affairs of the Venture; provided however, that in the event of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate observe Board meetings and all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other partycommittees thereof; provided, however, that no such Investor shall be entitled to designate a Representative pursuant to this Section 7.4 during such time that such Investor is entitled to appoint a representative to observe Board meetings pursuant to any other agreement with the Company. The Company shall, after receiving notice from the Qualified Investor as to the identity of the Investor's Representative and a confidentiality agreement that is reasonably acceptable to the Company and is executed by the Representative, except to the extent necessary to preserve attorney-client privilege, (ai) permit the Representative to attend all Board meetings and all committees thereof, (ii) provide the Representative advance notice of each such meeting, including such meeting's time and place, at the same time and in the same manner as such notice is provided to the members of the Board (or such committee thereof) and copies of all materials distributed to the members of the Board (or such committee thereof) at no the same time as such materials are distributed to the Board (or such committee thereof) and shall Xxxxxx X. Xxxxxx be eligible for appointment permit the Representative to have the same access to information concerning the business and operations of the Company as a Representativethe directors (or committee members) have, nor shall he be appointed a Representative(iii) permit the Representative to discuss the affairs, finances and accounts of the Company with, and to make proposals and furnish advice with respect thereto to, the Board, without voting, and (biv) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest reimburse the Qualified Investor for its Representative's reasonable costs in the Venture and (ii) shall be a person succeeding attending Board meetings. The Board (or survivingany committee thereof) Xxxxx X. Xxxxxx on and the Management Committee (or successor committee or board functioning as Company's management shall give due consideration to the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents advice given and for taking such other action as may be necessary or advisable. The compensation, if any, of any proposals made by a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG the Maveron Entities shall have the sole power right to appoint two (2) trustees consult with and advise management of the Trust Company on significant business issues, including management's proposed annual operating plans, and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee management will meet with a representative of the Trust Maveron Entities at the Company's facilities at mutually agreeable times for such consultation and his advice, including to review progress in achieving said plans. The Company shall give the Maveron Entities reasonable advance written notice of any significant new initiatives or her successors (material changes to existing operating plans and shall afford the "Xxxxxx Trustee")Maveron Entities adequate time to meet with management to consult on such initiatives or changes prior to implementation. The Company shall furnish the Maveron Entities with such financial and operating data and other information with respect to the business and the properties of the Company as the Maveron Entities may request, except to the extent necessary to preserve attorney-client privilege. The Company shall permit the Maveron Entities to discuss the affairs, finances and accounts of the Company with, and to make proposals and furnish advice with respect thereto to, the principal officers of the Company, except to the extent necessary to preserve attorney-client privilege. The Company shall give due consideration to the advice given and any proposals made by the Maveron Entities.

Representative. (a) Each Seller hereby (and each other Seller Party pursuant to the Required Documentation shall thereby) appoints the Representative for and on behalf of the parties hereby appoints Seller Parties to give and receive notices and communications in connection with this Agreement and the individual(s) set forth opposite its name below (one transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the HMG Representatives Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be designated in writing from time given to time by HMG) any Seller Party hereunder or pursuant to any Ancillary Agreement shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining deemed so given if given to the affairs Representative. The Representative shall be authorized to take all actions on behalf of the Venture; provided howeverSeller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, that to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the deathRepresentative’s resignation) appoint a successor Representative, removal, resignation in accordance with the following sentence. The Seller Parties may remove or incapacity replace the Representative by a vote of holders that own a majority of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(sCompany’s capital stock immediately prior to Closing upon not less than ten (10) by Business Days’ prior written notice to the other party; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx Buyer. No bond will be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) required of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating . Notices or communications to venture business shall be borne by or from the Venture. In addition, HMG shall have the sole power Representative will constitute notice to appoint two (2) trustees or from each of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")Seller Parties.

Representative. Each The Sellers have appointed the Representative as the representative of the parties hereby appoints Sellers and as the individual(sattorney-in-fact and agent for and on behalf of each Seller for purposes of this Agreement, the Escrow Agreement, the other Transaction Documents and any other agreements and documents executed or delivered in connection with this Agreement or the Transactions, in each case other than the Executive Employment Agreements and the agreements with each Affiliated Provider contemplated by Section 6.17 or Section 7.01(d), and the Representative has the full power and authority to take such actions to be taken by the Representative under this Agreement, the Escrow Agreement, the other Transaction Documents and any other agreements and documents executed or delivered in connection with this Agreement or the Transactions and such other actions on behalf of such Sellers as it may deem necessary or appropriate in connection with or to consummate the Transactions, in each case other than under the Executive Employment Agreements and the agreements with each Affiliated Provider contemplated by Section 6.17 or Section 7.01(d), but including (i) set forth opposite negotiating and executing such amendments, modifications, waivers or changes to this Agreement, the Escrow Agreement, the other Transaction Documents and any other ancillary documents and as to which the Representative, in its name below sole discretion, shall have consented (one in each case other than the Executive Employment Agreements and the agreements with each Affiliated Provider contemplated by Section 6.17 or Section 7.01(d)), (ii) taking all actions and making all filings on behalf of such Sellers with any Governmental Entity or other Person necessary to effect the consummation of the HMG Representatives Transactions, (to be designated in writing from time to time by HMGiii) shall be referred to herein as agreeing to, negotiating, entering into settlements and compromises of, complying with orders of courts with respect to, and otherwise administering and handling any Claims or other matters under this Agreement, the "Managing Representative") to serve as its representative in matters pertaining to the affairs of the Venture; provided however, that in the event of the death, removal, resignation Escrow Agreement or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other party; provided, however, that Transaction Documents on behalf of such Sellers (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representativein each case other than the Executive Employment Agreements and the agreements with each Affiliated Provider contemplated by Section 6.17 or Section 7.01(d)), and (biv) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest taking all other actions that are either necessary or appropriate in the Venture judgment of the Representative for the accomplishment of the foregoing or contemplated by the terms of this Agreement, the Escrow Agreement, or the other Transaction Documents (in each case other than the Executive Employment Agreements and (ii) shall be a person succeeding (the agreements with each Affiliated Provider contemplated by Section 6.17 or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisableSection 7.01(d)). The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have is the sole power to appoint two (2) trustees and exclusive representative of each of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")Sellers for any purpose provided for by this Agreement.

Representative. Each The Stockholder is hereby appointed by the Company (and by execution of this Agreement hereby accepts such appointment) as the representative of the parties hereby appoints the individual(s) set forth opposite its name below (one recipients of the HMG Representatives Merger Consideration (to be designated in writing from time to time by HMG) shall be referred to herein as the "Managing “Representative"”) to serve as its representative in matters pertaining to the affairs of the Venture; provided however, that in the event of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other party; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest receive that portion of the Merger Consideration set forth in Section 1.5(a) herein on behalf of the Venture holders of the Company Common Stock, and (ii) take any and all actions and make any decisions required or permitted to be taken by such recipients under this Agreement or the Escrow Agreement. Execution of the Letter of Transmittal and acceptance by a holder of Company Certificates of the Merger Consideration to which such holder is entitled shall be deemed acceptance by such holder of the appointment of the Representative to act in such holder’s behalf. Should the Representative resign or be unable to serve, a person succeeding (or surviving) Xxxxx X. Xxxxxx on new Representative will be selected jointly by a vote of the Management Committee (or recipients who, at Closing, received a majority of the shares of Parent Common Stock in the Merger, whose appointment shall be effective upon execution by such successor committee or board functioning of a joinder agreement providing for such successor to become a party to the Escrow Agreement and this Agreement as the senior management body) Representative, in which case such successor shall for all purposes of Xxxxxxthis Agreement and the Escrow Agreement be the Representative (and the prior acts taken by the succeeded Representative shall remain valid for purposes of this Agreement and the Escrow Agreement). Each party agrees If such recipients are unable to appoint a Person to serve in the capacity of Representative within 30 days of the date that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary the former Representative resigned or advisable. The compensationbecame unable to serve, if any, of a new Representative shall be borne selected by majority vote of those Persons on Parent’s board of directors who served on the board of directors of the Company immediately prior to the Effective Time. The Representative shall not be liable to recipients of the Merger Consideration for any liability, loss, damage, penalty, fine, cost or expense incurred without gross negligence or willful misconduct by the party nominating Representative while acting in good faith and arising out of or in connection with the acceptance or administration of its duties hereunder (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith). From and after the Effective Time, a decision, act, consent or instruction of the Representative shall be final, binding and conclusive and not subject to challenge by any recipient. Parent and Surviving Corp are hereby relieved from any liability to any person for any acts done by Representative and any acts done by Parent or Surviving Corp in accordance with any such decision, act, consent or instruction of the Representative. Parent, but expenses Surviving Corp and each of such Representatives relating to venture business their respective Affiliates shall be borne by entitled to rely upon, and shall be fully protected in relying upon, the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees and authority of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")Representative without independent investigation.

Representative. Each of the parties Principals and WWG hereby appoints the individual(s) set forth opposite Xxxxxxx as his or its name below exclusive agent and attorney-in-fact (one of the HMG Representatives (to be designated in writing from time to time by HMG) shall be referred to herein as the "Managing Representative") (i) to serve as its representative in matters pertaining give and receive notices and communications with respect to the affairs provisions of this Agreement, (ii) to amend the terms of this Agreement, (iii) to agree to, negotiate, enter into settlements or compromises of matters arising under the provisions of this Agreement, and (iv) to take any and all actions necessary or appropriate in the judgment of the Venture; provided however, that in the event Representative to be taken on behalf of the death, removal, resignation or incapacity Principals and WWG under such provisions of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx this Agreement. Such agency and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other partythat of any successor representative is irrevocable and coupled with an interest; provided, however, the Representative shall have no authority to act on behalf of any Principal and WWG with respect to an indemnity claim under Section 7.2.2. In the event the Representative refuses to, or is no longer capable of, serving as the Representative hereunder, the other Principals shall promptly appoint a successor Representative who shall thereafter be the successor Representative hereunder and the Representative shall serve until such successor is duly appointed and qualified to act hereunder. The Principals and WWG hereby agree that the Representative shall not have any liability to the Company or any Subsidiary for any action he takes or omits to take hereunder (aor under any agreement or instrument referred to herein) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment in his capacity as a Representative, nor unless such action or omission constitutes bad faith or willful misconduct by the Representative. Notices or communications to or from the Representative shall he be appointed constitute notice to or from the Principals and/or WWG in respect of matters relating to this Agreement. Any decision, act, consent or instruction of the Representative shall constitute a Representativedecision of all of the Principals and WWG, and (b) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (final, binding and conclusive upon each Principal and WWG, and the Purchaser may rely upon any decision, act, consent or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees instruction of the Trust Representative as being the decision, act, consent or instruction of WWG and their successors (the "HMG Trustees") each and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")every Principal.

Representative. Each The Sellers hereby irrevocably designate and appoint Xxxxx Xxxxxx (the “Representative”) as the agent and attorney-in-fact for the Sellers and the Representative is authorized and empowered to act, for and on behalf of any or all of the parties hereby appoints Sellers (with full power of substitution in the individual(s) set forth opposite its name below (one premises), in connection with the indemnity provisions of this Section 7 as they relate to the Sellers generally, the Adjustment Amount, the Revenue Adjustment, the Holdback Amount, the notice provision of this Agreement and such other matters as are reasonably necessary for the consummation of the HMG Representatives (transactions contemplated in this Agreement, including, without limitation, to act as the representative of Sellers to review and authorize all set-offs, claims and other payments authorized or directed by this Section 7 and dispute or question the accuracy thereof, to compromise on their behalf with Buyer any claims asserted thereunder and to authorize payments to be designated made with respect thereto and to take such further actions as are authorized in writing from time to time by HMG) shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining to the affairs of the Venture; provided however, that in this Agreement. In the event of that the death, removal, resignation person serving as Representative dies or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) becomes disabled or resigns (by written notice to the other party; providedparties), however, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) replacement shall be designated within ten (10) days by those Sellers receiving a person succeeding (majority of the Purchase Price. The Representative shall not be liable, in his capacity as representative of the Sellers, to any Seller and their respective affiliates with respect to any action taken or surviving) Xxxxx X. Xxxxxx omitted to be taken by the Representative under or in connection with this Agreement in his capacity as representative of the Sellers unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the Management Committee (or successor committee or board functioning as part of the senior management body) Representative. The Sellers acknowledge and agrees that Representative will be an employee of Xxxxxxthe Company after the Closing. Each party Seller who receives any portion of the Purchase Price, by acceptance thereof and without any further action, confirms such appointment and authority and acknowledges and agrees that such appointment is irrevocable and coupled with an interest, it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensationbeing understood that the willingness of Buyer to enter into this Agreement is based, if anyin part, on the appointment of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating representative to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees act on behalf of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")Sellers.

Representative. Each (a) By virtue of the parties hereby appoints execution and delivery of a Joinder Agreement, and the individual(s) set forth opposite its name below (one adoption of this Agreement and approval of the HMG Representatives (Mergers by the Stockholders, each of the Indemnifying Parties shall be deemed to have agreed to appoint Fortis Advisors LLC as its exclusive agent and attorney-in-fact, as the Representative for and on behalf of the Indemnifying Parties to give and receive notices and communications in respect of indemnification claims under this Agreement to be designated recovered against the Escrow Fund, to authorize payment to any Indemnified Party from the Escrow Fund in writing satisfaction of any indemnification claims hereunder by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Transactions, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Indemnifying Parties, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative may resign at any time or such agency may be changed by the Stockholders from time to time by HMGupon not less than thirty (30) shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining to the affairs of the Venture; provided however, that in the event of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by days prior written notice to the other partyParent; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx the Representative may not be eligible for appointment as removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity 84 of the substituted agent. Notwithstanding the foregoing, in the event of a resignation of the Representative or other vacancy in the position of Representative, nor such vacancy may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall he be appointed a required of the Representative. Notices or communications to or from the Representative after the Closing shall constitute notice to or from the Indemnifying Parties. The powers, immunities and (b) any successor rights to Xxxxx X. Xxxxxx as indemnification granted to the Representative Group hereunder: (i) are coupled with an interest and shall have an economic interest in be irrevocable and survive the Venture death, incompetence, bankruptcy or liquidation of any Indemnifying Party and shall be binding on any successor thereto, and (ii) shall be a person succeeding (or surviving) Xxxxx X. Xxxxxx on survive the Management Committee (or successor committee or board functioning as the senior management body) delivery of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne an assignment by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees any Indemnifying Party of the Trust and their successors (whole or any fraction of his, her or its interest in the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")Escrow Fund.

Representative. (a) Each of the parties hereby Sellers irrevocably appoints Xxxxxxx Xxxxxx (the individual(s“Representative”) set forth opposite with power of designation and assignment as his, her or its true and lawful attorney-in-fact and agent with full power of substitution, to act solely and exclusively on behalf of, and in the name below (one of, such Seller with the full power, without the consent of such Seller, to exercise as the Representative deems appropriate, the powers which such Seller could exercise under the provisions of this Agreement, the Non-Oak Sellers Indemnity Escrow Agreement or the Oak Indemnity Escrow Agreement and to take all actions necessary or appropriate in the judgment of the HMG Representatives (Representative in connection with this Agreement, the Non-Oak Sellers Indemnity Escrow Agreement and the Oak Indemnity Escrow Agreement, which shall include the power and authority to amend, modify, waive or provide consent with respect to, any provision of this Agreement, the Non-Oak Sellers Indemnity Escrow Agreement or the Oak Indemnity Escrow Agreement and to execute, deliver and accept such waivers and consents and any and all notices, documents, certificates or other papers to be designated delivered in writing from time to time by HMG) connection with this Agreement, the Non-Oak Sellers Indemnity Escrow Agreement and the Oak Indemnity Escrow Agreement and the consummation of the Contemplated Transactions as the Representative may deem necessary or desirable. A decision, act, consent, or instruction of the Representative shall constitute a decision, act, consent or instruction of all of the Sellers and shall be referred final, binding and conclusive on each Seller. All decisions, acts, consents or instructions of the Representative may be relied upon by any third party as being the decision, act, consent or instruction of every Seller. In any Third Party Defense in which more than one Seller is an Indemnitor, the Representative shall act on behalf of all Seller Indemnitors. The Buyer and the Buyer Indemnitees, if applicable, will be entitled to herein rely exclusively upon any notices and other acts of the Representative as being legally binding acts of each Seller individually and the "Managing Representative") to serve as its representative in matters pertaining Sellers collectively. The appointment and power of attorney granted by each Seller to the affairs of the Venture; provided however, that in the event of the death, removal, resignation Representative shall be deemed coupled with an interest and all authority conferred hereby shall be irrevocable whether by death or incapacity of any such Seller or the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the occurrence of any other party; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (event or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")events.

Representative. Each Seller hereby appoints Brazos Equity XX XX, LLC as its representative, to act as Representative under and as contemplated by and in connection with the Purchase Agreement and the Ancillary Agreements, including the Escrow Agreement. In furtherance thereof, each Seller agrees that Representative will act as agent and attorney-in-fact for each such Seller and the other Seller Indemnifying Parties, with full power and authority to represent each such Seller and the other Seller Indemnifying Parties, and the heirs, successors, and assigns of each of them, with respect to all matters arising under the Purchase Agreement and the Ancillary Agreements, including the Escrow Agreement but not including any Seller’s Noncompetition Agreement, if applicable (all provisions herein dealing with Representative’s right to act on behalf of a Seller under any Ancillary Agreements will not include such Seller’s Noncompetition Agreement, if applicable), and all actions taken by Representative under any such agreements will be binding upon each such Seller Indemnifying Party and the heirs, successors, and assigns of each of them, as if expressly ratified and confirmed in writing by each of them, and no Seller Indemnifying Party will have the right to object to, dissent from, protest, or otherwise contest the same. Without limiting the generality of the parties hereby appoints foregoing, Representative will have full power and authority, on behalf of each Seller, and the individual(s) set forth opposite its name below (one heirs, successors, and assigns of each of them, to interpret the terms and provisions of the HMG Representatives (Purchase Agreement and the Ancillary Agreements, including the Escrow Agreement, to be designated in writing from time to time by HMG) shall be referred to herein as amend the "Managing Representative") to serve as its representative in matters pertaining Purchase Agreement and any Ancillary Agreement on behalf of each Seller to the affairs extent such party’s rights are not adversely effected thereby, to give and receive notices on behalf of such Seller, to dispute or fail to dispute any claim under the Purchase Agreement and/or the Escrow Agreement and/or any other Ancillary Agreement, including any claim for indemnification under Section 6.2 or Article VIII of the Venture; provided however, that in Purchase Agreement and/or the event terms of the deathEscrow Agreement, removalto negotiate and compromise any dispute that may arise under the Purchase Agreement and/or the Escrow Agreement and/or any other Ancillary Agreement, resignation including any claim for indemnification under Section 6.2 or incapacity Article VIII of the Managing RepresentativePurchase Agreement and/or the terms of the Escrow Agreement, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the sign any release or other party; provideddocuments with respect to any such dispute or claim, however, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as to appoint a Representative, nor shall he be appointed a successor Representative, and (b) to make any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents all decisions and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives determinations relating to venture business shall rights and obligations of any or all Seller Indemnifying Parties under the Purchase Agreement and/or the Escrow Agreement and/or any other Ancillary Agreement. A Seller Indemnifying Party will be borne by the Venture. In additiondeemed a party or a signatory to any agreement, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his document, instrument, or her successors (the "Xxxxxx Trustee")certificate for which Representative signs on behalf of, or with respect to, such Seller Indemnifying Party.

Representative. (d) Each Seller hereby (and each other Seller Party pursuant to the Required Documentation shall thereby) appoints the Representative for and on behalf of the parties hereby appoints Seller Parties to give and receive notices and communications in connection with this Agreement and the individual(s) set forth opposite its name below (one transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the HMG Representatives Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be designated in writing from time given to time by HMG) any Seller Party hereunder or pursuant to any Ancillary Agreement shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining deemed so given if given to the affairs Representative. The Representative shall be authorized to take all actions on behalf of the Venture; provided howeverSeller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, that to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the deathRepresentative’s resignation) appoint a successor Representative, removal, resignation in accordance with the following sentence. The Seller Parties may remove or incapacity replace the Representative by a vote of holders that own a majority of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(sCompany’s capital stock immediately prior to Closing upon not less than ten (10) by Business Days’ prior written notice to the other party; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx Buyer. No bond will be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) required of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating . Notices or communications to venture business shall be borne by or from the Venture. In addition, HMG shall have the sole power Representative will constitute notice to appoint two (2) trustees or from each of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")Seller Parties.

Representative. Each (a) Subject to the terms and conditions of this Section 14.16, AQ Seller is designated as the representative of the parties Sellers (such Person, when acting in such capacity, the “Representative”), to serve, and the Purchaser hereby appoints acknowledges that the individual(s) Representative shall serve, as the sole representative of the Sellers, from and after the Closing Date, with respect to the matters set forth opposite its name below (one in this Agreement and the Escrow and Paying Agent Agreement and any other document or agreement contemplated thereby or thereby, such service to be without compensation except for the reimbursement of out of pocket expenses and indemnification specifically provided herein. The Representative has accepted such designation as of the HMG Representatives (to be designated in writing from time to time by HMG) shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining to the affairs of the Venture; provided however, that in the event of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other partydate hereof; provided, however, that (a) the Representative shall have no obligation to act on behalf of the Sellers. The Representative will, at all times, be entitled to rely on any directions received from the Sellers; provided, however, that the Representative shall not be required to follow any such direction and shall be under no time obligation to take any action in its capacity as Representative based upon any such direction. Notwithstanding anything to the contrary contained in this Agreement or the Escrow and Paying Agent Agreement, the Representative shall Xxxxxx X. Xxxxxx have no duties or responsibilities except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Seller shall otherwise exist against the Representative. The relationship created herein is not to be eligible for appointment construed as a Representativejoint venture or any form of partnership between or among the Representative or any other Seller or the Purchaser for any purpose of U.S. federal or state law, including federal or state income Tax purposes. Neither the Representative nor shall he be appointed a Representative, and (b) any successor of its Affiliates owes any fiduciary or other duty to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such any other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")Seller.

Representative. Each of the parties Seller Agreement Parties hereby appoints agrees that C. Nxxxxxxx Xxxxxx shall be appointed as the individual(sRepresentative and as the attorney-in-fact for and on behalf of each Stockholder, and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement or any Ancillary Agreement to which any Stockholder is a party, including the exercise of the power to (a) resolve any Disputed Items with respect to the Final Closing Statement (b) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (c) resolve any indemnification claims, and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the other terms, conditions and limitations of this Agreement, the Ancillary Agreements and any transactions contemplated herein and therein. The Representative shall no have authority to modify the allocation attached hereto as Annex A without written consent of Jxxx X. Xxxxxxx (or his estate representative.) Accordingly, and except as set forth opposite its name below (one in the immediately preceding sentence, the Representative has the authority and power to act on behalf of each Stockholder with respect to this Agreement or any Ancillary Agreement to which any Stockholder is a party. Each Stockholder will be bound by all actions taken by the Representative in connection with this Agreement and Parent shall only be required to acknowledge or act upon a written communication signed by the Representative. Such agency may be changed with respect to the Representative by the majority of the HMG Representatives (to be designated in writing from time to time by HMG) shall be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining to the affairs of the Venture; provided however, that in the event of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other partyStockholders represented thereby; provided, however, that (a) the Representative may not be removed unless any such majority agrees to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, the Representative may resign at no any time by providing written notice of intent to resign to each Stockholder, which resignation shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative effective upon the earlier of (i) shall have an economic interest in the Venture and thirty (30) calendar days following delivery of such written notice or (ii) the appointment of a successor by the relevant majority. No bond shall be a person succeeding (required of the Representative and the Representative shall not receive any compensation for its services. The Representative shall not be liable to the Stockholders for any act done or surviving) Xxxxx X. Xxxxxx omitted hereunder as the Representative while acting in good faith and in the exercise of reasonable judgment, even if such act or omission constitutes negligence on the Management Committee part of the Representative. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith rely conclusively upon information, reports, statements, advice and opinions prepared or presented by such professionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. The Stockholders shall jointly and severally indemnify the Representative and hold the Representative harmless against any payment which by the terms of this Agreement is required to be made by the Representative (on behalf of the Stockholders), and against any loss, liability or successor committee or board functioning expense incurred on the part of the Representative (so long as the senior management bodyRepresentative was acting in good faith in connection therewith) and arising out of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents or in connection with the acceptance or administration of the Representative's duties hereunder, including the reasonable fees and for taking such other action as may be necessary or advisable. The compensation, if any, expenses of a Representative shall be borne any legal counsel retained by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee").

Representative. Each Michxxx X. Xxxx xxxll, by virtue of the parties hereby appoints Merger and the individual(s) set forth opposite its name below (one resolutions to be adopted by the Shareholders, be irrevocably appointed attorney-in-fact and authorized and empowered to act, for and on behalf of any or all of the HMG Representatives Shareholders (with full power of substitution in the premises) in connection with the indemnity provisions of Article 11 as they relate to the Shareholders generally, the Escrow Agreement, the notice provision of this Agreement, and such other matters as are reasonably necessary for the consummation of the Transactions including, without limitation, to act as the representative of such Shareholders to review and authorize all set-offs, claims and other payments authorized or directed by the Escrow Agreement and dispute or question the accuracy thereof, to compromise on their behalf with Compuware any claims asserted thereunder and to authorize payments to be designated made with respect thereto and to take such further actions as are authorized in writing from time this Agreement (the above named representative, as well as any subsequent representative of such Shareholders appointed by him or, after his death or incapacity, elected by vote of holders of a majority of the shares Compuware Stock received by such Shareholders pursuant to time by HMG) shall be the Merger, being referred to herein as the "Managing Representative") ). The Representative shall not be liable, in his capacity as representative of such Shareholders, to serve any Shareholders and their respective affiliates or any other person with respect to any action taken or omitted to be taken by the Representative under or in connection with this Agreement or the Escrow Agreement in his capacity as its representative of such Shareholders unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the part of the Representative. Compuware and the Surviving Corporations and each of their respective affiliates shall be entitled to rely on such appointment and treat such Representative as the duly appointed attorney-in-fact of each Shareholder. Each Shareholder who votes in matters pertaining favor of the Merger pursuant to the affairs terms hereof, by such vote, without any further action, and each Shareholder who receives any shares of Compuware Stock in connection with the Merger, by acceptance thereof and without any further action, confirms such appointment and authority and acknowledges and agrees that such appointment is irrevocable and coupled with an interest, it being understood that the willingness of Compuware to enter into this Agreement is based, in part, on the appointment of a representative to act on behalf of the Venture; provided however, that in the event of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other party; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")Shareholders.

Representative. Each (a) By executing and delivering a Letter of Transmittal or by virtue of consummation of the parties Plan of Arrangement, each Subversive Limited Partner hereby irrevocably constitutes and appoints Subversive Real Estate Sponsor LLC as its true and lawful attorney-in-fact and agent (the individual(s“Representative”) set forth opposite its name below (one with full power of substitution to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the HMG Representatives transactions contemplated hereby and the exercise of all rights and the performance of all obligations hereunder, including: (i) receiving payments under or pursuant to this Agreement and disbursements thereof to the Subversive Limited Partner, as contemplated by this Agreement; (ii) receiving and forwarding of notices and communications pursuant to this Agreement and accepting service of process; (iii) giving or agreeing to, on behalf of all the Subversive Limited Partner, any and all consents, waivers and amendments deemed by the Representative, in its reasonable and good faith discretion, to be designated necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in writing connection therewith; and (iv) with respect to any and all matters arising under this Agreement, (A) disputing or refraining from time disputing, on behalf of each Subversive Limited Partner relative to time any amounts to be received by HMGthe Subversive Limited Partner under this Agreement or any agreements contemplated hereby, or any claim made by Subversive under this Agreement, (B) shall be referred negotiating and compromising, on behalf of each Subversive Limited Partner, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement, and (C) executing, on behalf of each Subversive Limited Partner, any settlement agreement, release or other document with respect to herein as such dispute or remedy, except in each case with respect to a dispute between any Subversive Limited Partner on the "Managing Representative") to serve as its representative in matters pertaining to one hand and the affairs of the Venture; provided however, that in the event of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to Representative on the other partyhand; provided, however, that (a) at no time shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representativethat, nor shall he be appointed a Representativein each case, and (b) any successor to Xxxxx X. Xxxxxx as Representative (i) shall have an economic interest in the Venture and (ii) shall be a person succeeding (or surviving) Xxxxx X. Xxxxxx on the Management Committee (or successor committee or board functioning as the senior management body) of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents and for taking such other action as may be necessary or advisable. The compensation, if any, of a Representative shall be borne by not take any action adverse to any Subversive Limited Partner unless such action is also taken proportionately with respect to the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee")others.

Representative. Each The Company hereby agrees that Gxxx X. Xxxxxxxxx shall be appointed as the Representative and as the attorney-in-fact for and on behalf of each Stockholder, and is hereby authorized to take any and all actions and make any and all decisions required or permitted to be taken by him under this Agreement or any Ancillary Agreement to which any Stockholder is a party, including the exercise of the parties hereby appoints power to (i) resolve any Dispute Notices with respect to the individual(sFinal Closing Statement or any Earn-Out Statement, (ii) set forth opposite its name below agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (one iii) resolve any indemnification claims and (iv) take all actions necessary in the judgment of the HMG Representatives (Representative for the accomplishment of the other terms, conditions and limitations of this Agreement, the Ancillary Agreements and any transactions contemplated herein and therein. Accordingly, the Representative has the authority and power to act on behalf of each Stockholder with respect to this Agreement or any Ancillary Agreement to which any Stockholder is a party. Each Stockholder will be designated bound by all actions taken by the Representative in writing from time connection with this Agreement and Parent shall only be required to time acknowledge or act upon a written communication signed by HMG) shall the Representative. Such agency may be referred to herein as the "Managing Representative") to serve as its representative in matters pertaining changed with respect to the affairs Representative by the majority of the Venture; provided however, that in the event of the death, removal, resignation or incapacity of the Managing Representative, HMG shall thereafter designate all future Managing Representatives: Xxxxxx - Xxxxx X. Xxxxxx HMG - Xxxxxxx Xxxxxx and Xxxxxxxx X. Xxxxxxxxx A party may change its Representative(s) by written notice to the other partyStockholders represented thereby; provided, however, that (a) the Representative may not be removed unless any such majority agrees to such removal and to the identity of a substituted agent reasonably acceptable to Parent. Notwithstanding the foregoing, the Representative may resign at no any time by providing written notice of his intent to resign to each Stockholder, which resignation shall Xxxxxx X. Xxxxxx be eligible for appointment as a Representative, nor shall he be appointed a Representative, and (b) any successor to Xxxxx X. Xxxxxx as Representative effective upon the earlier of (i) shall have an economic interest in the Venture and thirty (30) calendar days following delivery of such written notice or (ii) the appointment of a successor representative, reasonably acceptable to Parent, by the relevant majority. No bond shall be a person succeeding (required of the Representative and the Representative shall not receive any compensation for its services. The Representative shall not be liable to the Stockholders for any act done or surviving) Xxxxx X. Xxxxxx omitted hereunder as the Representative while acting in good faith and in the exercise of reasonable judgment, even if such act or omission constitutes negligence on the Management Committee part of the Representative. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts and pay for such services by seeking reimbursement from the Stockholders. The Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. The Stockholders shall jointly and severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred on the part of the Representative (or successor committee or board functioning so long as the senior management bodyRepresentative was acting in good faith in connection therewith) and arising out of Xxxxxx. Each party agrees that it shall make its Representative(s) reasonably available during business hours for executing documents or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and for taking such other action as may be necessary or advisable. The compensation, if any, expenses of a Representative shall be borne any legal counsel retained by the party nominating the Representative, but expenses of such Representatives relating to venture business shall be borne by the Venture. In addition, HMG shall have the sole power to appoint two (2) trustees of the Trust and their successors (the "HMG Trustees") and Xxxxxx shall have the sole power to appoint one (1) trustee of the Trust and his or her successors (the "Xxxxxx Trustee").