Common use of Sellers’ Representatives Clause in Contracts

Sellers’ Representatives. Each Company Securityholder hereby appoints, authorizes and empowers Xxxx Xxxxxxx and Genesis Partners II LDC, acting together (such persons and any successor or successors to such persons in such capacity being the “Sellers’ Representatives”), to act as representatives and as the exclusive agents and attorneys in fact of such Company Securityholder, and the Sellers’ Representatives are hereby authorized and empowered to act on behalf of such Company Securityholder, to execute the Escrow Agreement on behalf of such Company Securityholder and to take any and all actions required or permitted to be taken by the Sellers’ Representatives under this Agreement or the Escrow Agreement, with respect to any claims made by the Purchaser or the Sellers for indemnification pursuant to this Article IX of this Agreement and with respect to any actions to be taken by the Sellers’ Representatives pursuant to the terms of the Escrow Agreement, including, without limitation, to: (i) execute the Escrow Agreement on behalf of such Company Securityholder; (ii) execute any agreement or instrument required to be executed and delivered by the Sellers’ Representative under this Agreement or the Escrow Agreement, (iii) authorize delivery to any Purchaser Indemnified Parties of the Indemnity Escrow Fund, or any portion thereof, in satisfaction of indemnification claims under this Article IX, (iv) 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, (v) resolve any indemnification claims under this Article IX, and (vi) take all actions necessary in the sole discretion of the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement or the Escrow Agreement. The Sellers’ Representatives shall at all times act in their capacity as Sellers’Representatives in a manner that the Sellers’ Representatives believe in good faith to be in the best interests of the Company Securityholders. Neither the Sellers’Representatives nor any of their directors, officers, employees or agents shall be liable to any Person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Sellers’ Representatives may in their discretion consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts or failure to seek advice. The Sellers’ Representatives shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Sellers’ Representatives shall not be required to exercise any discretion or take any action. The Sellers shall, severally and not jointly, on a pro rata basis based on their Pro Rata Share, indemnify, defend and hold the Sellers’ Representatives harmless against any liabilities, losses, damages, claims, costs or expenses that may be incurred as such liabilities, losses, damages, claims, costs or expenses are incurred by the Sellers’Representatives and arising out of or in connection with the acceptance or administration of the Sellers’ Representatives’ duties hereunder, including, but not limited, the legal costs and expenses of defending such Sellers’ Representatives against any claim or liability (and all actions, claims, proceedings and investigations in respect thereof), in connection with, caused by or arising out of, directly or indirectly, the performance of the Sellers’ Representatives’ duties (except for bad faith or willful misconduct). The Sellers shall be responsible for and shall reimburse the Sellers’ Representatives on a pro rata basis upon demand for all reasonable expenses, disbursements and advances incurred or made by the Sellers’ Representatives in accordance with any of the provisions of this Agreement, the Escrow Agreement or any other documents executed in connection herewith or therewith, including, without limitation, the costs and expenses of receiving advice of counsel according to this Agreement and the Escrow Agreement. The indemnification and reimbursement of costs and expenses obligations of the Sellers vis-à-vis the Sellers’ Representatives pursuant to this Section 9.08 shall remain in full force and effect following the appointment of a new Sellers’ Representative or termination of this Agreement for any reason. Notwithstanding anything to contrary herein or in the Escrow agreement, (a) the Sellers’ Representatives are not authorized to, and shall not, accept on behalf of any Seller any purchase price consideration to which such Seller is entitled under this Agreement and (b) the Sellers’ Representatives shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of the Company now or hereafter owned of record or beneficially by a Seller unless the Sellers’Representatives are expressly authorized to do so in a writing signed by such Seller. At any time during the term of the Escrow Agreement, holders of a majority in interest of the Escrow Fund can appoint a new Sellers’ Representative by a written consent signed by such holders, a copy of which shall be provided to the Purchaser and the Escrow Agent. The Purchaser shall be entitled to rely exclusively on all statements, representatives and decisions of the Sellers’ Representatives as statements, representations and decisions of the Sellers.

Sellers’ Representatives. Each Company Securityholder individual listed on ss. 2.5 of the Disclosure Schedule hereby appointsis irrevocably appointed attorney-in-fact and authorized and empowered to act, authorizes for and empowers Xxxx on behalf of the Seller or Sellers listed opposite his name on such Schedule (with full power of substitution in the premises) under the escrow provisions of ss. 5.2, the Escrow Agreement, the registration rights provisions of ss. 5.5, the notice provisions of this Agreement and such other matters (other than any amendment or modification of this Agreement pursuant to ss. 10.9) as are reasonably necessary for the consummation of the transactions contemplated hereby (each of the above named representatives, as well as any subsequent representatives of the Sellers appointed by such representatives or after such representative's death or incapacity appointed by the Sellers being referred to herein as a "Seller's Representative" and collectively as the "Sellers' Representatives"); provided, however, that Xxxxxxx X. Xxxxxx is appointed as the agent for all of the Sellers with respect to matters concerning Third Party Litigation pursuant to ss. 9.5 (the "Sellers' Litigation Representative"). By their execution hereof, each of Xxxxxxx Xxxxxx, Xxxxx X. Francisco and Genesis Partners II LDC, acting together (Xxxxxxx Xxxxx hereby accepts such persons appointment and any successor or successors to such persons in such capacity being the “Sellers’ Representatives”), agrees to act as representatives Seller's Representative hereunder. Each of Buyer and Acquisition and their respective Affiliates (including, after the Closing, the Company) shall be entitled to rely on such appointment and treat each Seller's Representative as the exclusive agents and attorneys in duly appointed attorney-in-fact of the Sellers set forth opposite such Company SecurityholderPerson's name in ss. 2.5 of the Disclosure Schedule. Each Seller who executes this Agreement or votes in favor of the Merger pursuant to the terms hereof, by such execution or vote, confirms such appointment and authority and acknowledges and agrees that such appointment is irrevocable and coupled with an interest, it being understood that the Sellers’ Representatives are hereby authorized and empowered willingness of the Buyer to enter into this Agreement is based, in part, on the appointment of such representatives to act on behalf of such Company Securityholder, to execute the Escrow Agreement on behalf of such Company Securityholder and to take any and all actions required or permitted to be taken by the Sellers’ Representatives under this Agreement or the Escrow Agreement, with respect to any claims made by the Purchaser or the Sellers for indemnification pursuant to this Article IX of this Agreement and with respect to any actions to be taken by the Sellers’ Representatives pursuant to the terms of the Escrow Agreement, including, without limitation, to: (i) execute the Escrow Agreement on behalf of such Company Securityholder; (ii) execute any agreement or instrument required to be executed and delivered by the Sellers’ Representative under this Agreement or the Escrow Agreement, (iii) authorize delivery to any Purchaser Indemnified Parties of the Indemnity Escrow Fund, or any portion thereof, in satisfaction of indemnification claims under this Article IX, (iv) 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, (v) resolve any indemnification claims under this Article IX, and (vi) take all actions necessary in the sole discretion of the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement or the Escrow Agreement. The Sellers’ Representatives shall at all times act in their capacity as Sellers’Representatives in a manner that the Sellers’ Representatives believe in good faith to be in the best interests of the Company Securityholders. Neither the Sellers’Representatives nor any of their directors, officers, employees or agents shall be liable to any Person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Sellers’ Representatives may in their discretion consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts or failure to seek advice. The Sellers’ Representatives shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Sellers’ Representatives shall not be required to exercise any discretion or take any action. The Sellers shall, severally and not jointly, on a pro rata basis based on their Pro Rata Share, indemnify, defend and hold the Sellers’ Representatives harmless against any liabilities, losses, damages, claims, costs or expenses that may be incurred as such liabilities, losses, damages, claims, costs or expenses are incurred by the Sellers’Representatives and arising out of or in connection with the acceptance or administration of the Sellers’ Representatives’ duties hereunder, including, but not limited, the legal costs and expenses of defending such Sellers’ Representatives against any claim or liability (and all actions, claims, proceedings and investigations in respect thereof), in connection with, caused by or arising out of, directly or indirectly, the performance of the Sellers’ Representatives’ duties (except for bad faith or willful misconduct). The Sellers shall be responsible for and shall reimburse the Sellers’ Representatives on a pro rata basis upon demand for all reasonable expenses, disbursements and advances incurred or made by the Sellers’ Representatives in accordance with any of the provisions of this Agreement, the Escrow Agreement or any other documents executed in connection herewith or therewith, including, without limitation, the costs and expenses of receiving advice of counsel according to this Agreement and the Escrow Agreement. The indemnification and reimbursement of costs and expenses obligations of the Sellers vis-à-vis the Sellers’ Representatives pursuant to this Section 9.08 shall remain in full force and effect following the appointment of a new Sellers’ Representative or termination of this Agreement for any reason. Notwithstanding anything to contrary herein or in the Escrow agreement, (a) the Sellers’ Representatives are not authorized to, and shall not, accept on behalf of any Seller any purchase price consideration to which such Seller is entitled under this Agreement and (b) the Sellers’ Representatives shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of the Company now or hereafter owned of record or beneficially by a Seller unless the Sellers’Representatives are expressly authorized to do so in a writing signed by such Seller. At any time during the term of the Escrow Agreement, holders of a majority in interest of the Escrow Fund can appoint a new Sellers’ Representative by a written consent signed by such holders, a copy of which shall be provided to the Purchaser and the Escrow Agent. The Purchaser shall be entitled to rely exclusively on all statements, representatives and decisions of the Sellers’ Representatives as statements, representations and decisions of the Sellers.

Sellers’ Representatives. Each of the Sellers hereby designates Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xx. and Xxxx X. Xxxxxxxxx to be the initial agents, attorneys in fact and representatives of all Sellers (collectively, the "Sellers' Representatives" and individually, a "Sellers' Representative"). Any Sellers' Representative may be removed, and a new Sellers' Representative designated, at any time and from time to time, only by a written notice to Purchaser and the then Sellers' Representatives from Sellers whose Shares represent a majority of the outstanding capital stock of the Company Securityholder as of such date (or if after the Closing, as of the date immediately prior to the Closing Date). In furtherance of the foregoing designation of Sellers' Representatives, each of the Sellers, by his execution hereof, hereby appointsmakes, authorizes constitutes and empowers Xxxx Xxxxxxx and Genesis Partners II LDC, acting together appoints the Sellers' Representatives (such persons and any successor or successors to such persons Sellers' Representative designated in such capacity being accordance with the “Sellers’ Representatives”terms hereof), to act be his true, sufficient and lawful attorney, for him and in his name, place and xxxxx, for the purpose of (a) receiving and holding the Subordinated Promissory Note on behalf of Sellers, collecting and disbursing to Sellers any and all interest, principal and other amounts due and payable to Sellers thereunder and enforcing, waiving and compromising any and all rights of Sellers under the Subordinated Promissory Note, this Agreement and all other agreements, instruments and documents contemplated by or required to be delivered in connection with the transactions contemplated by this Agreement, (b) amending, modifying and interpreting the provisions of this Agreement, the Subordinated Promissory Note, the Deposit Escrow Agreement and all other instruments and documents contemplated to be delivered in connection with the transactions contemplated by this Agreement; provided that no such amendment or modification shall disproportionately affect any Seller, (c) making, agreeing to, compromising and otherwise dealing with the Adjustments to the Purchase Price as representatives contemplated by Article II hereof and claims for indemnifications (whether asserted by or against Purchaser) under Article X hereof, (d) executing and delivering on behalf of Sellers all stock powers, endorsements, assignments, stock certificates, receipts and all other instruments, documents and agreements as shall be necessary or appropriate, in the exclusive agents good faith judgment of the Sellers' Representatives, to consummate and attorneys carry out the transactions contemplated by this Agreement, the Deposit Escrow Agreement and the Subordinated Promissory Note and (e) acting as Sellers' Representatives under this Agreement, the Subordinated Promissory Note and the Deposit Escrow Agreement, and to do and perform all necessary acts contemplated of the Sellers' Representative under this Agreement, the Subordinated Promissory Note and the Deposit Escrow Agreement both prior to, at and subsequent to the Closing Date (including the performance and prosecution of this Agreement both prior to, at and subsequent to the Closing Date), in fact of as full and ample a manner as such Company SecurityholderSeller might do if such Seller were personally present. The Purchaser shall not be responsible or liable in any manner for any actions taken or omitted to be taken by the Sellers' Representatives, including but not limited to, any actions with respect to any amounts paid to the Sellers' Representatives pursuant hereto and the Subordinated Promissory Note, and the Purchaser shall be indemnified and held harmless against any loss, expense or damage arising therefrom. Upon the execution of this Agreement, each Seller shall deliver to Sellers’ Representatives are hereby authorized and empowered to act on behalf of such Company Securityholder' Representatives, to execute hold in escrow until the Escrow Agreement on behalf Closing pending satisfaction or waiver by the Sellers' Representatives of the conditions precedent to Sellers' obligations set forth in Article VIII hereof, original certificates evidencing the Shares owned by him together with such Company Securityholder executed stock powers or other instruments of transfer and Form 8023-A as may be required pursuant to take any and all actions required or the terms hereof. All action permitted to be taken by the Sellers’ ' Representatives under this Agreement or shall require the Escrow Agreementapproval of a majority of the Sellers' Representatives. The Sellers' Representatives are authorized to receive at Closing, with respect to any claims made by the Purchaser or and the Sellers for indemnification pursuant hereby irrevocably direct Purchaser to this Article IX pay to Sellers' Representatives at Closing from the cash portion of this Agreement and with respect the Purchase Price that would have otherwise been paid to any actions to be taken by the Sellers’ Representatives Sellers at Closing pursuant to the terms first sentence of Section 2.03, the Escrow sum of $1.3 million (the "Sellers' Expense Reserve"). The Sellers' Representatives are hereby authorized by Sellers to utilize the Sellers' Expense Reserve for (w) the purposes of carrying out Sellers Representatives' obligations and responsibilities under this Agreement, including, without limitation, to: the expenses of accountants, attorneys and other professionals as the Sellers' Representatives deem necessary or appropriate to hire, (ix) execute paying all out-of-pocket expenses of the Escrow Agreement Sellers' Representatives relating to the performance of their duties, (y) paying reasonable compensation to the Sellers' Representatives for their services and (z) paying the legal fees and expenses of Xxxxx & Xxxxxx P.L.C., the brokers fee to Xxxxxxx & Associates and the bonuses and other amounts specified on behalf Schedule 14.04. The Sellers' Representatives agree to faithfully perform their duties and responsibilities to the Sellers, but shall have no personal liability to the Sellers except for fraud or bad faith proven by clear and convincing evidence. The Sellers' Representatives shall be indemnified and held harmless by Sellers for any claim, loss or expense arising from or related to the performance of such Company Securityholder; (ii) execute their duties and responsibilities hereunder and any agreement or instrument required to be executed and delivered all costs of investigation and defense of any claim incurred by the Sellers’ Representative under this Agreement or ' Representatives shall be advanced from the Escrow Agreement, (iii) authorize delivery to any Purchaser Indemnified Parties of Sellers' Expense Reserve. At such time as the Indemnity Escrow Fund, Sellers' Representatives determine that all or any portion thereof, in satisfaction of indemnification claims under this Article IX, (iv) 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, (v) resolve any indemnification claims under this Article IX, and (vi) take all actions necessary in the sole discretion of the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement or the Escrow Agreement. The Sellers’ Representatives shall at all times act in their capacity as Sellers’Representatives in a manner that the Sellers’ Representatives believe in good faith to be in the best interests of the Company Securityholders. Neither the Sellers’Representatives nor any of their directors, officers, employees or agents shall be liable to any Person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Sellers’ Representatives may in their discretion consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts or failure to seek advice. The Sellers’ Representatives shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement' Expense Reserve is no longer necessary, the Sellers’ ' Representatives shall not be required will disburse such amounts to exercise any discretion or take any action. The the Sellers shall, severally and not jointly, on a pro rata basis based on in proportion to their Pro Rata Share, indemnify, defend and hold the Sellers’ Representatives harmless against any liabilities, losses, damages, claims, costs or expenses that may be incurred as such liabilities, losses, damages, claims, costs or expenses are incurred by the Sellers’Representatives and arising out of or in connection with the acceptance or administration respective share of the Sellers’ Representatives’ duties hereunder, including, but not limited, the legal costs and expenses of defending such Sellers’ Representatives against any claim or liability (and all actions, claims, proceedings and investigations in respect thereof), in connection with, caused by or arising out of, directly or indirectly, the performance of the Sellers’ Representatives’ duties (except for bad faith or willful misconduct). The Sellers shall be responsible for and shall reimburse the Sellers’ Representatives on a pro rata basis upon demand for all reasonable expenses, disbursements and advances incurred or made by the Sellers’ Representatives in accordance with any of the provisions of this Agreement, the Escrow Agreement or any other documents executed in connection herewith or therewith, including, without limitation, the costs and expenses of receiving advice of counsel according to this Agreement and the Escrow Agreement. The indemnification and reimbursement of costs and expenses obligations of the Sellers vis-à-vis the Sellers’ Representatives pursuant to this Section 9.08 shall remain in full force and effect following the appointment of a new Sellers’ Representative or termination of this Agreement for any reason. Notwithstanding anything to contrary herein or in the Escrow agreement, (a) the Sellers’ Representatives are not authorized to, and shall not, accept on behalf of any Seller any purchase price consideration to which such Seller is entitled under this Agreement and (b) the Sellers’ Representatives shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of the Company now or hereafter owned of record or beneficially by a Seller unless the Sellers’Representatives are expressly authorized to do so in a writing signed by such Seller. At any time during the term of the Escrow Agreement, holders of a majority in interest of the Escrow Fund can appoint a new Sellers’ Representative by a written consent signed by such holders, a copy of which shall be provided to the Purchaser and the Escrow Agent. The Purchaser shall be entitled to rely exclusively on all statements, representatives and decisions of the Sellers’ Representatives as statements, representations and decisions of the SellersPurchase Price.

Sellers’ Representatives. (a) Each Company Securityholder hereby appoints, authorizes and empowers Xxxx Seller (other than Xxxxxxx X. Xxxxxxx and Genesis Partners II LDC, acting together (such persons Xxxxxx X. Xxxxx) hereby appoints Xxxxxxx X. Xxxxxxx and any successor or successors to such persons in such capacity being the “Sellers’ Representatives”), Xxxxxx X. Xxxxx to act as representatives and as the exclusive agents and attorneys in fact of such Company Securityholder, and the Sellers’ Representatives are hereby authorized and empowered to act on behalf of such Company Securityholder, to execute the Escrow Agreement on behalf of such Company Securityholder and to take any and all actions required or permitted to be taken by the initial Sellers’ Representatives under this Agreement or the Escrow Agreement, with respect to any claims made by the Purchaser or the Sellers for indemnification pursuant to this Article IX of this Agreement and with respect to any actions to be taken by the Sellers’ Representatives pursuant to the terms of the Escrow Agreement, including, without limitation, to: (i) execute the Escrow Agreement on behalf of such Company Securityholder; (ii) execute any agreement or instrument required to be executed and delivered by the Sellers’ Representative under this Agreement or the Escrow Agreement, (iii) authorize delivery to any Purchaser Indemnified Parties of the Indemnity Escrow Fund, or any portion thereof, in satisfaction of indemnification claims under this Article IX, (iv) 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, (v) resolve any indemnification claims under this Article IX, and (vi) take all actions necessary in the sole discretion of the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement or the Escrow Agreement. The Sellers’ Representatives shall at all times act in their capacity as Sellers’Representatives in a manner that have the full power and authority on behalf of the Sellers’ Representatives believe , jointly and not severally, to take any and all actions and make any and all determinations in good faith to be in the best interests of the Company Securityholders. Neither the Sellers’Representatives nor any of their directors, officers, employees or agents shall be liable to any Person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Sellers’ Representatives may in their discretion consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts or failure to seek advice. The Sellers’ Representatives shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions respect of this Agreement or and/or the Escrow Agreementtransactions contemplated hereby and thereby. As to any matters not expressly provided for in this Agreement or Without limiting the Escrow Agreementgenerality of the foregoing, the Sellers’ Representatives shall be authorized to (a) negotiate, execute and deliver all amendments, modifications and waivers to this Agreement and the Escrow Agreement or any other document or instrument (but not be required any Leaving Partner Agreement or Employment Agreement) contemplated by this Agreement, (b) take all actions on behalf of the Sellers in connection with any claims or disputes with respect to exercise any discretion this Agreement or take any action. The Sellers shallthe transactions contemplated hereby, severally and not jointlyto initiate, on a pro rata basis based on their Pro Rata Share, indemnifyprosecute, defend and/or settle such claims and hold disputes, and to authorize payments in respect of any claims brought against the Sellers from the Indemnity Escrow Amount, (c) acceptance of any payments hereunder or under the Escrow Agreement (net of applicable withholding Taxes) and delivery of wire instructions to Buyers in connection therewith; (d) review of the Closing Date Balance Sheet and instructing the Escrow Agent to deliver Adjustment Escrow Amount to the Buyers or the Sellers; (e) delivering any funds hereunder or under the Escrow Agreement; (f) determining whether the conditions to closing in Article VIII have been satisfied and supervising the Closing, including waiving any such condition if Sellers’ Representatives, in their sole discretion, determine that such waiver is appropriate; (g) taking any action that may be necessary or desirable, as determined by Sellers’ Representatives harmless against any liabilitiesin their sole discretion, losses, damages, claims, costs or expenses that may be incurred as such liabilities, losses, damages, claims, costs or expenses are incurred by the Sellers’Representatives and arising out of or in connection with the acceptance termination hereof in accordance with Article X; (h) accepting notices on behalf of such Seller in accordance with Section 11.02; (i) taking any and all actions that may be necessary or administration desirable, as determined by Sellers’ Representatives in their sole discretion, in connection with the payment of the costs and expenses incurred with respect to the Company or such Seller in accordance with Section 7.01(b); (j) executing and delivering, in Sellers’ Representatives’ duties hereundercapacity as the representative of such Seller, includingany and all notices, but not limited, the legal costs and expenses of defending such documents or certificates to be executed by Sellers’ Representatives against any claim or liability (and all actionsRepresentatives, claims, proceedings and investigations in respect thereof)on behalf of such Seller, in connection with, caused by or arising out of, directly or indirectly, the performance of the Sellers’ Representatives’ duties (except for bad faith or willful misconduct). The Sellers shall be responsible for and shall reimburse the Sellers’ Representatives on a pro rata basis upon demand for all reasonable expenses, disbursements and advances incurred or made by the Sellers’ Representatives in accordance with any of the provisions of this Agreement, the Escrow Agreement or any other documents executed in connection herewith or therewith, including, without limitation, the costs and expenses of receiving advice of counsel according to this Agreement and the Escrow Agreement. The indemnification Transaction; and reimbursement of costs and expenses obligations of the Sellers vis-à-vis the Sellers’ Representatives pursuant to this Section 9.08 shall remain in full force and effect following the appointment of a new Sellers’ Representative (k) granting any consent or termination of this Agreement for any reason. Notwithstanding anything to contrary herein or in the Escrow agreement, (a) the Sellers’ Representatives are not authorized to, and shall not, accept approval on behalf of any Seller any purchase price consideration to which such Seller is entitled under this Agreement and (b) the Sellers’ Representatives shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of the Company now or hereafter owned of record or beneficially by a Seller unless the Sellers’Representatives are expressly authorized to do so in a writing signed by such Seller. At any time during the term of the Escrow Agreement, holders of a majority in interest of the Escrow Fund can appoint a new Sellers’ Representative by a written consent signed by such holders, a copy of which shall be provided to the Purchaser and the Escrow Agent. The Purchaser shall be entitled to rely exclusively on all statements, representatives and decisions of the Sellers’ Representatives as statements, representations and decisions of the Sellers.

Sellers’ Representatives. Each Company Securityholder In order to administer efficiently the rights and obligations of Sellers and the Equity Sellers under this Agreement, each Seller and Equity Seller hereby appoints, authorizes designates and empowers Xxxx Xxxxxxx and Genesis Partners II LDC, acting together appoints RSG as such Seller or Equity Seller’s representative (such persons and any successor or successors to such persons in such capacity being the “Sellers’ RepresentativesRepresentative”), ) to act serve as representatives Sellers and as the exclusive agents Equity Sellers’ agent and attorneys attorney-in-fact for the limited purposes set forth in fact of such Company Securityholder, this Agreement and the Equity Purchase Agreements. Each Seller and Equity Seller hereby appoints the Sellers’ Representatives are hereby authorized Representative as such Seller or Equity Seller’s agent, proxy and empowered to act on behalf attorney-in-fact, with full power of such Company Securityholdersubstitution, to execute the Escrow Agreement on behalf of such Company Securityholder and to take any and for all actions required or permitted to be taken by the Sellers’ Representatives under purposes set forth in this Agreement or the Escrow Agreement, with respect to any claims made by including the Purchaser full power and authority on such Seller or the Sellers for indemnification pursuant to this Article IX of this Agreement and with respect to any actions to be taken by the Sellers’ Representatives pursuant to the terms of the Escrow Agreement, including, without limitation, toEquity Seller’s behalf: (i) execute to consummate the Escrow transactions contemplated by this Agreement on behalf of such Company Securityholderand the Equity Purchase Agreements; (ii) to disburse any funds received hereunder to Sellers and the Equity Sellers; (iii) to execute and deliver on behalf of each Seller and Equity Seller any agreement amendment of or instrument required waiver under this Agreement, and to be executed agree to resolution of all Claims hereunder; (iv) to retain legal counsel and delivered other professional services, at the expense of Sellers and the Equity Sellers, in connection with the performance by the Sellers’ Representative of this Agreement including all actions taken on behalf of Sellers or the Equity Sellers as Indemnifying Party pursuant to Article IX; and (v) to do each and every act and exercise any and all rights which such Sellers and the Equity Sellers are permitted or required to do or exercise under this Agreement or and the Escrow Agreementother agreements, (iii) authorize delivery to any Purchaser Indemnified Parties of documents and certificates executed in connection herewith. Each Seller and Equity Seller agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the Indemnity Escrow Fund, or any portion thereof, in satisfaction of indemnification claims under this Article IX, (iv) 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, (v) resolve any indemnification claims under this Article IX, and (vi) take all actions necessary in the sole discretion consent of the Sellers’ Representative for and shall survive the accomplishment bankruptcy or other incapacity of the foregoing any Seller or Equity Seller. Each Seller and all of the other terms, conditions and limitations of this Agreement Equity Seller hereby agrees that any amendment or the Escrow Agreement. The Sellers’ Representatives shall at all times act in their capacity as Sellers’Representatives in a manner that the Sellers’ Representatives believe in good faith to be in the best interests of the Company Securityholders. Neither the Sellers’Representatives nor any of their directors, officers, employees or agents shall be liable to any Person for any error of judgment, or any action taken, suffered or omitted to be taken, waiver under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Sellers’ Representatives may in their discretion consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken on behalf of Sellers or omitted the Equity Sellers to be enforce the rights of Sellers and the Equity Sellers under this Agreement, and any action taken in good faith with respect to any claim subject to indemnification by it in accordance with any Seller or Equity Seller pursuant to Article IX (including any action taken to object to, defend, compromise or agree to the advice payment of such counsel, accountants or experts or failure to seek advice. The Sellers’ Representatives shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Sellers’ Representatives shall not be required to exercise any discretion or take any action. The Sellers shall, severally and not jointly, on a pro rata basis based on their Pro Rata Share, indemnify, defend and hold the Sellers’ Representatives harmless against any liabilities, losses, damages, claims, costs or expenses that may be incurred as such liabilities, losses, damages, claims, costs or expenses are incurred by the Sellers’Representatives and arising out of or in connection with the acceptance or administration of the Sellers’ Representatives’ duties hereunder, including, but not limited, the legal costs and expenses of defending such Sellers’ Representatives against any claim or liability (and all actions, claims, proceedings and investigations in respect thereofclaim), in connection with, caused by or arising out of, directly or indirectly, the performance of the Sellers’ Representatives’ duties (except for bad faith or willful misconduct). The Sellers shall be responsible for and shall reimburse the Sellers’ Representatives on a pro rata basis upon demand for all reasonable expenses, disbursements and advances incurred or made effective if approved in writing by the Sellers’ Representatives in accordance with any of the provisions of this Agreement, the Escrow Agreement or any other documents executed in connection herewith or therewith, including, without limitation, the costs and expenses of receiving advice of counsel according to this Agreement and the Escrow Agreement. The indemnification and reimbursement of costs and expenses obligations of the Sellers vis-à-vis the Sellers’ Representatives pursuant to this Section 9.08 shall remain in full force and effect following the appointment of a new Sellers’ Representative or termination of this Agreement for any reason. Notwithstanding anything to contrary herein or in the Escrow agreement, (a) the Sellers’ Representatives are not authorized toRepresentative, and that each and every action so taken shall notbe binding and conclusive on each Seller and Equity Seller, accept on behalf of any Seller any purchase price consideration to which whether or not such Seller is entitled under this Agreement and (b) the Sellers’ Representatives shall not in any manner exerciseor Equity Seller had notice of, or seek to exerciseapproved, any voting power whatsoever with respect to shares of the Company now such amendment or hereafter owned of record or beneficially by a Seller unless the Sellers’Representatives are expressly authorized to do so in a writing signed by such Seller. At any time during the term of the Escrow Agreement, holders of a majority in interest of the Escrow Fund can appoint a new Sellers’ Representative by a written consent signed by such holders, a copy of which shall be provided to the Purchaser and the Escrow Agent. The Purchaser shall be entitled to rely exclusively on all statements, representatives and decisions of the Sellers’ Representatives as statements, representations and decisions of the Sellerswaiver.

Sellers’ Representatives. (a) Each Company Securityholder McNaxx Xxxup Seller hereby appointsirrevocably appoints McNaxx xx a Sellers' Representative, authorizes and empowers Xxxx Xxxxxxx and Genesis Partners II LDCeach Minority Group Seller hereby irrevocably appoints John Xxxxxx xxx H. Fred Xxxxxx, xxintly, as Sellers' Representatives. Each Seller agrees that the Sellers' Representatives, acting together (such persons and any successor or successors to such persons in such capacity being the “Sellers’ Representatives”)jointly, shall have full power to act as representatives their agent and as the exclusive agents and attorneys in attorney-in-fact of such Company Securityholder, and the Sellers’ Representatives are hereby authorized and empowered to act take all actions on behalf of such Company SecurityholderSeller that are expressly set forth in this Agreement, and to execute the Escrow Agreement approve on behalf of such Company Securityholder and Seller any amendment to take any and all actions required the Transaction Documents (or waivers of provisions of the Transaction Documents) that do not adversely affect the interest of such Seller. Any action permitted to be taken under this Agreement by the Sellers’ ' Representatives under this Agreement or the Escrow Agreement, with respect to any claims made by the Purchaser or the Sellers for indemnification pursuant to this Article IX of this Agreement and with respect to any actions to must be taken by the Sellers’ Representatives pursuant to the terms both of the Escrow Agreement, including, without limitation, to: (i) execute the Escrow Agreement on behalf of such Company Securityholder; (ii) execute any agreement or instrument required to be executed them acting jointly and delivered by the Sellers’ Representative under this Agreement or the Escrow Agreement, (iii) authorize delivery to any Purchaser Indemnified Parties of the Indemnity Escrow Fund, or any portion thereof, in satisfaction of indemnification claims under this Article IX, (iv) 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, (v) resolve any indemnification claims under this Article IX, and (vi) take all actions necessary in the sole discretion neither of the Sellers’ Representative for the accomplishment of the foregoing and all of ' Representatives shall have any power to bind any Seller unless acting jointly with the other terms, conditions and limitations of this Agreement or the Escrow AgreementSellers' Representative. The Sellers’ Representatives shall at all times act in their capacity as Sellers’Representatives in a manner McNaxx Xxxup Sellers agree that the Sellers’ Representatives believe in good faith to be in the best interests of the Company Securityholders. Neither the Sellers’Representatives nor any of their directors, officers, employees or agents shall be liable to any Person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Sellers’ Representatives may in their discretion consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts or failure to seek advice. The Sellers’ Representatives shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Sellers’ Representatives shall not be required to exercise any discretion or take any action. The Sellers shall, severally and not jointly, on a pro rata basis based on their Pro Rata Share, indemnify, defend and hold the Sellers’ Representatives harmless against any liabilities, losses, damages, claims, costs or expenses that may be incurred as such liabilities, losses, damages, claims, costs or expenses are incurred by the Sellers’Representatives and arising out of or in connection with the acceptance or administration of the Sellers’ Representatives’ duties hereunder, including, but not limited, the legal costs and expenses of defending such Sellers’ Representatives against any claim or liability if McNaxx (and all actions, claims, proceedings and investigations in respect thereof), in connection with, caused by or arising out of, directly or indirectly, the performance of the Sellers’ Representatives’ duties (except for bad faith or willful misconduct). The Sellers shall be responsible for and shall reimburse the Sellers’ Representatives on a pro rata basis upon demand for all reasonable expenses, disbursements and advances incurred or made by the Sellers’ Representatives in accordance with any of the provisions of this Agreement, the Escrow Agreement or any other documents executed in connection herewith or therewith, including, without limitation, the costs and expenses of receiving advice of counsel according to this Agreement and the Escrow Agreement. The indemnification and reimbursement of costs and expenses obligations of the Sellers vis-à-vis the Sellers’ Representatives xx his replacement pursuant to this Section 9.08 13.11) becomes unable to serve as a Sellers' Representative, the remaining McNaxx Xxxup Sellers will promptly appoint a successor to act as a Sellers' Representative and will notify Buyer of such appointment. The Minority Group Sellers agree that if either of John Xxxxxx xx H. Fred Xxxxxx (xx their replacements pursuant to this Section 13.11) becomes unable to serve as a Sellers' Representative, the remaining Minority Group Sellers will promptly appoint a successor to act as a Sellers' Representative and will notify Buyer of such appointment. Any successor Sellers' Representative appointed pursuant to this Section shall remain in full force and effect following be reasonably acceptable to Buyer. In the appointment of a new Sellers’ Representative or termination of this Agreement event that for any reason. Notwithstanding anything to contrary herein or in the Escrow agreement, (a) reason the Sellers’ Representatives are not authorized to, and shall not, accept on behalf of any Seller any purchase price consideration to which such Seller is entitled under this Agreement and (b) the Sellers’ Representatives shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of the Company now or hereafter owned of record or beneficially by a Seller unless the Sellers’Representatives are expressly authorized to do so in a writing signed by such Seller. At any time during the term of the Escrow Agreement, holders of a majority in interest of the Escrow Fund can appoint a new Sellers’ Representative by a written consent signed by such holders, a copy of which shall be provided to the Purchaser and the Escrow Agent. The Purchaser shall be entitled to rely exclusively on all statements, representatives and decisions of the Sellers’ Representatives as statements, representations and decisions of the Sellers.'