Common use of The Representative Clause in Contracts

The Representative. (a) The Company and the ICL Principals hereby authorize, direct and appoint any two of the three of Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxx and Xxxxxx Xxxxxx to act as the sole and exclusive agents, attorneys-in-fact and representatives of the ICL Principals (COLLECTIVELY, THE "REPRESENTATIVE"), and authorizes and directs the Representative to (i) take any and all actions (including without limitation executing and delivering any documents, subject to the limitations contained in the last sentence of Section 9.1(a), -------------- incurring any costs and expenses for the account of the ICL Principals (which will constitute Damages incurred or suffered by Parent within the meaning of Section 9.1(a) hereof) and making any and all -------------- determinations) which may be required or permitted by this Agreement to be taken by the ICL Principals or the Representative, (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Representative hereunder in connection with the transactions contemplated hereby and (iii) 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 be absolutely and irrevocably binding on each Indemnitor as if such Indemnitor personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Indemnitor's individual capacity. Notwithstanding any other provision of this Agreement, if the Closing occurs, then with respect to the matters covered by Article IX, (i) each of the ICL Principals ---------- irrevocably relinquishes such ICL Principal's right to act independently and other than through the Representative, except with respect to the removal of the Representative or appointment of a successor Representative as provided in Section 9.6(b) below, and (ii) no ICL -------------- Principals shall have any right under this Agreement or otherwise to institute any suit, action or proceeding against the Company or Parent with respect to any such matter, any such right being irrevocably and exclusively delegated to the Representative. The Representative hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the Representative in accordance with this Agreement.

The Representative. (a) The Company and the ICL Principals Selling Securityholders hereby authorize, direct and appoint any two of the three of Robexx Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxx and Xxxxxx Xxxxxx to xx act as the sole and exclusive agentsagent, attorneysattorney-in-fact and representatives representative of the ICL Principals Selling Securityholders (COLLECTIVELY, THE the "REPRESENTATIVE"), and authorizes hereby further authorize and directs direct the Representative to (i) to take any and all actions (including including, without limitation limitation, executing and delivering any and all agreements, instruments, certificates and other documents, subject to defending any and all Third Party Claims on behalf of the limitations contained Selling Securityholders as provided in the last sentence of Section 9.1(a)6.7 hereof, -------------- incurring any and all costs and expenses for the account of the ICL Principals Selling Securityholders in connection with the foregoing or otherwise (which will costs and expenses shall constitute Damages incurred or suffered by Parent Purchaser within the meaning of Section 9.1(a) hereofthis Article VI) and making any and all -------------- determinations) which may be required or permitted by this Agreement or any of the Related Agreements to be taken by the ICL Principals Selling Securityholders or the Representative, (ii) to exercise such other rights, power and authority as are authorized, delegated and granted to the Representative hereunder and under the terms of the Escrow Agreement in connection with the transactions contemplated hereby and thereby, and (iii) to 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 be absolutely and irrevocably binding on each Indemnitor Selling Securityholder as if such Indemnitor Selling Securityholder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such IndemnitorSelling Securityholder's individual capacity. Notwithstanding any other provision of anything to the contrary contained in this Agreement, if the Closing occurs, then with respect to the specific matters covered by set forth in this Article IXVI, (i) each of the ICL Principals ---------- Selling Securityholders hereby irrevocably relinquishes such ICL PrincipalSelling Securityholder's right to act independently and other than through the Representative, except with respect to the removal of the Representative or appointment of a successor Representative as provided in Section 9.6(b6.8(b) belowhereof, and (ii) no ICL -------------- Principals Selling Securityholders shall have any right under this Agreement or otherwise to institute any suit, action or proceeding against the Company Company, the Purchaser or Parent the Escrow Agent with respect to any such matter, any such right being irrevocably and exclusively delegated to the Representative. The Representative hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the Representative in accordance with the terms of this Agreement and the Escrow Agreement.

The Representative. (a) The Company Company, on behalf of each Indemnitor, hereby authorizes, directs and the ICL Principals hereby authorize, direct and appoint any two of the three of Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxx and Xxxxxx Xxxxxx appoints Donald K. Mitchell to act as the sole and exclusive agentsagent, attorneysattorney-in-fact and representatives faxx xxx xxxxxxxxxxxive of the ICL Principals Indemnitors for purposes of this Agreement and the Escrow Agreement (COLLECTIVELY, THE the "REPRESENTATIVERepresentative"), and authorizes and directs the Representative to (i) take any and all actions (including without limitation executing and delivering any documents, subject to the limitations contained in the last sentence of Section 9.1(a), -------------- incurring any costs and expenses for the account of the ICL Principals (which will constitute Damages incurred or suffered by Parent within the meaning of Section 9.1(a) hereof) documents and making any and all -------------- determinations) which may be required or permitted by this Agreement or the Escrow Agreement to be taken by the ICL Principals Indemnitors or the Representative, (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Representative hereunder and under the Escrow Agreement in connection with the transactions contemplated hereby and thereby and (iii) exercise such rights, power and authority as are incidental to the foregoing. Any By virtue of the approval and adoption of this Agreement by the requisite vote of the stockholders of the Company, each holder of Company Common Stock and each holder of an Option (other than such actions holders, if any, holding Dissenter's Shares) shall be deemed to have agreed to appoint Donald K. Mitchell as the Representative for and on behalf of Indemnixxxx. Xxx xxxx xxxions taken, exercises of rights, power or authority, and any decision or determination made by the Representative consistent therewith, with this Section 6.5 shall be absolutely and irrevocably binding on each Indemnitor as if such Indemnitor personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Indemnitor's individual capacity. Notwithstanding any other provision of this Agreement, if the Closing occurs, then with respect to the matters covered by Article IX, VI (iy) each of the ICL Principals ---------- Indemnitors irrevocably relinquishes such ICL PrincipalIndemnitor's right to act independently and other than through the Representative, except with respect to the removal of the Representative or appointment of a successor Representative as provided in Section 9.6(b7.5(b) below, and (iiz) no ICL -------------- Principals Indemnitor shall have any right under this Agreement or otherwise to institute any suit, action or proceeding against the Company Company, the Parent or Parent the Escrow Agent with respect to any such matter, any such right being irrevocably and exclusively delegated to the Representative. The Representative hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the Representative in accordance with this Agreement and the Escrow Agreement.

The Representative. (a) The Company Selling Shareholders and the ICL Principals Indemnifying Shareholders hereby authorize, direct and appoint any two of the three of Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxx and Xxxxxx Xxxxxx Xxxxx Xxxx to act as the sole and exclusive agentsagent, attorneysattorney-in-fact and representatives the Representative of the ICL Principals (COLLECTIVELY, THE "REPRESENTATIVE")Selling Shareholders, and authorizes and directs the Representative to (i) take any and all actions (including without limitation executing and delivering any documents, subject to the limitations contained in the last sentence of Section 9.1(a), -------------- incurring any costs and expenses for the account of the ICL Principals (which will constitute Damages incurred or suffered by Parent within the meaning of Section 9.1(a) hereof) Selling Shareholders and making any and all -------------- determinations) which may be required or permitted by this Agreement or the Escrow Agreement to be taken by the ICL Principals Indemnifying Shareholders, Selling Shareholders (or any of them) or the Representative, (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Representative hereunder and under the Escrow Agreement in connection with the transactions contemplated hereby and thereby and (iii) 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 be absolutely and irrevocably binding on each Indemnitor the Selling Shareholders and Indemnifying Shareholders as if such Indemnitor theSelling Shareholders and/or Indemnifying Shareholders personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Indemnitor's the Indemnifying Shareholders’ or the Selling Shareholders’ individual capacity. Notwithstanding any other provision of this Agreement, if the Closing occurs, then with respect to the matters covered by Article IXVI, (i) each of the ICL Principals ---------- Selling Shareholders irrevocably relinquishes such ICL Principal's relinquish the Selling Shareholders’ right to act independently and other than through the Representative, except with respect to the removal of the Representative or appointment of a successor Representative as provided in Section 9.6(b7.8(b) below, and (ii) no ICL -------------- Principals the Selling Shareholders shall not have any right under this Agreement or otherwise to institute any suit, action or proceeding against the Company Company, the Purchaser or Parent the Escrow Agent with respect to any such matter, any such right being irrevocably and exclusively delegated to the Representative. The Representative hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the Representative in accordance with this Agreement and the Escrow Agreement.

The Representative. (a) The Company and the ICL Principals Shareholders hereby authorize, direct and appoint any two of appoint, and the three of Xxxxxxx X. XxxxxxShareholders represent and warrant to Buyer that the Unit Shareholders have prior to the Closing Date authorized, Xxxxxxx X. Xxxxxxxxx directed and Xxxxxx Xxxxxx to appointed, Mr. John Xxxx xx act as the sole and exclusive agentsagent, attorneysattorney-in-fact and representatives representative of the ICL Principals Shareholders and the Unit Shareholders, and if Mr. Xxxx xx no longer willing or able to serve hereunder, Mr. Paul Xxxxx, xxd, further, if neither Mr. Xxxx xxx Mr. Xxxxx xxx no longer willing or able to serve hereunder, then Mr. Xxxx Xxxxxxx (COLLECTIVELY, THE the "REPRESENTATIVERepresentative"), and authorizes hereby further authorize and directs direct the Representative to (i) to take any any, and all actions (including including, without limitation limitation, executing and delivering any and all agreements, instruments, certificated and other documents, subject to the limitations contained in the last sentence of Section 9.1(a), -------------- incurring any and all costs and expenses for the account of the ICL Principals Shareholders and the Unit Shareholders (which will costs and expenses shall constitute Damages Losses incurred or suffered by Parent Buyer within the meaning of Section 9.1(a) hereofthis Article XI) and making any and all -------------- determinations) determinations which may be required or permitted by this Agreement or any of the Transaction Documents to be taken by the ICL Principals Shareholders, the Unit Shareholders or the Representative, (ii) to exercise such other rights, power and authority as are authorized, delegated and granted to the Representative hereunder in connection with -,with the transactions contemplated hereby and thereby, and (iii) to 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 be absolutely and irrevocably binding on each Indemnitor Shareholder as if such Indemnitor Shareholder or Unit Shareholder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such IndemnitorShareholder's individual capacity. Notwithstanding any other provision of anything to the contrary contained in this Agreement, if the Closing occurs, then with respect to the specific matters covered by set forth in this Article IXXI, (i) each of the ICL Principals ---------- Shareholder and Unit Shareholder hereby irrevocably relinquishes such ICL Principalholder's right to act independently and other than through the Representativerepresentative, except with respect to the removal of the Representative or appointment of a successor Representative as provided in Section 9.6(b11.08(b) belowhereof, and (ii) no ICL -------------- Principals Shareholder or Unit Shareholder shall have any right under this Agreement or otherwise to institute any suit, action or proceeding against the any Group Company or Parent the Buyer, with respect to any such matter, any such right being irrevocably and exclusively delegated to the Representative. The Representative hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the Representative in accordance with the terms of this Agreement.

The Representative. (a) The Company and the ICL Principals Shareholders hereby authorize, direct and appoint any two of the three of Xxxx Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxx and Xxxxxx Xxxxxx to act as the sole and exclusive agentsagent, attorneysattorney-in-fact and representatives representative of the ICL Principals Shareholders (COLLECTIVELY, THE the "REPRESENTATIVERepresentative"), and authorizes and directs the Representative to (i) take any and all actions (including without limitation executing and delivering any documents, subject to the limitations contained in the last sentence of Section 9.1(a), -------------- incurring any costs and expenses for the account of the ICL Principals Shareholders (which will constitute Damages incurred or suffered by Parent within the meaning of Section 9.1(a6.1(a) hereof) and making any and all -------------- determinations) which may be required or permitted by this Agreement or the Escrow Agreement to be taken by the ICL Principals Shareholders or the Representative, (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Representative hereunder and under the Escrow Agreement in connection with the transactions contemplated hereby and thereby and (iii) 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 be absolutely and irrevocably binding on each Indemnitor as if such Indemnitor personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Indemnitor's individual capacity. Notwithstanding any other provision of this Agreement, if the Closing occurs, then with respect to the matters covered by Article IXVI, (i) each of the ICL Principals ---------- Shareholders irrevocably relinquishes such ICL Principal's Shareholders' right to act independently and other than through the Representative, except with respect to the removal of the Representative or appointment of a successor Representative as provided in Section 9.6(b6.7(b) below, and (ii) no ICL -------------- Principals Shareholders shall have any right under this Agreement or otherwise to institute any suit, action or proceeding against the Company Company, Parent or Parent the Escrow Agent with respect to any such matter, any such right being irrevocably and exclusively delegated to the Representative. The Representative hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the Representative in accordance with this Agreement and the Escrow Agreement.

The Representative. (a) The Company Company, on behalf of each Indemnitor, hereby authorizes, directs and the ICL Principals hereby authorizeappoints Xx. Xxxx-Xxxx S. Day, direct and appoint any two of the three of Xxxxxxx X. XxxxxxPh.D., Xxxxxxx X. Xxxxxxxxx and Xxxxxx Xxxxxx to act as the sole and exclusive agentsagent, attorneysattorney-in-fact and representatives representative of the ICL Principals Indemnitors for purposes of this Agreement, the Aries Merger Agreement and the Escrow Agreement (COLLECTIVELY, THE the "REPRESENTATIVERepresentative"), and authorizes and directs the Representative to (i) take any and all actions (including without limitation executing and delivering any documents, subject to the limitations contained in the last sentence of Section 9.1(a), -------------- incurring any costs and expenses for the account of the ICL Principals Indemnitors (which will constitute Damages incurred or suffered by the Parent within the meaning of Section 9.1(a8.1(a) hereof) and making any and all -------------- determinations) which may be required or permitted by this Agreement, the Aries Merger Agreement or the Escrow Agreement to be taken by the ICL Principals Indemnitors or the Representative, (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Representative hereunder and under the Aries Merger Agreement and the Escrow Agreement in connection with the transactions contemplated hereby and thereby and (iii) 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 be absolutely and irrevocably binding on each Indemnitor as if such Indemnitor personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Indemnitor's individual capacity. Notwithstanding any other provision of this Agreement, if the Closing occurs, then with respect to the matters covered by Article IX8, (ix) each of the ICL Principals ---------- Indemnitors irrevocably relinquishes such ICL PrincipalIndemnitor's right to act independently and other than through the Representative, except with respect to the removal of the Representative or appointment of a successor Representative as provided in Section 9.6(b8.5(b) below, and (iiy) no ICL -------------- Principals Indemnitor shall have any right under this Agreement or otherwise to institute any suit, action or proceeding against the Company Company, the Parent or Parent the Escrow Agent with respect to any such matter, any such right being irrevocably and exclusively delegated to the Representative. The Representative hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the Representative in accordance with this Agreement, the Aries Merger Agreement and the Escrow Agreement.

The Representative. (a) The Company Web and the ICL Principals Web Shareholders hereby authorize, direct and appoint any two of the three of Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxx and Xxxxxx Xxxxxx Xxxx to act as the sole and exclusive agentsagent, attorneysattorney-in-fact and representatives representative of the ICL Principals Web Shareholders (COLLECTIVELY, THE "REPRESENTATIVE"), and authorizes and directs the Representative to (i) take any and all actions (including without limitation executing and delivering any documents, subject to the limitations contained in the last sentence of Section 9.1(a), -------------- incurring any costs and expenses for the account of the ICL Principals Web Shareholders (which will constitute Damages incurred or suffered by Parent within the meaning of Section SECTION 9.1(a) hereof) and making any and all -------------- determinations) which may be required or permitted by this Restated Agreement to be taken by the ICL Principals Web Shareholders or the Representative, (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Representative hereunder in connection with the transactions contemplated hereby and (iii) 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 be absolutely and irrevocably binding on each Indemnitor indemnifying party as if such Indemnitor indemnifying party personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Indemnitorindemnifying party's individual capacity. Notwithstanding any other provision of this Restated Agreement, if the Closing occurs, then with respect to the matters covered by Article ARTICLE IX, (i) each of the ICL Principals ---------- Web Shareholders irrevocably relinquishes such ICL PrincipalWeb Shareholder's right to act independently and other than through the Representative, except with respect to the removal of the Representative or appointment of a successor Representative as provided in Section SECTION 9.6(b) below, and (ii) no ICL -------------- Principals Web Shareholders shall have any right under this Restated Agreement or otherwise to institute any suit, action or proceeding against the Company Web or Parent with respect to any such matter, any such right being irrevocably and exclusively delegated to the Representative. The Representative hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the Representative in accordance with this Restated Agreement.

The Representative. (a) The Company Big Stuff and the ICL Principals Big Stuff Shareholders hereby authorize, direct and appoint any two of the three of Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxx and Xxxxxx Xxxxxx Xxxx to act as the sole and exclusive agentsagent, attorneysattorney-in-fact and representatives representative of the ICL Principals Big Stuff Shareholders (COLLECTIVELY, THE "REPRESENTATIVE"), and authorizes and directs the Representative to (i) take any and all actions (including without limitation executing and delivering any documents, subject to the limitations contained in the last sentence of Section 9.1(a), -------------- incurring any costs and expenses for the account of the ICL Principals Big Stuff Shareholders (which will constitute Damages incurred or suffered by Parent within the meaning of Section 9.1(a) -------------- hereof) and making any and all -------------- determinations) which may be required or permitted by this Agreement to be taken by the ICL Principals Big Stuff Shareholders or the Representative, (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Representative hereunder in connection with the transactions contemplated hereby and (iii) 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 be absolutely and irrevocably binding on each Indemnitor indemnifying party as if such Indemnitor indemnifying party personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Indemnitorindemnifying party's individual capacity. Notwithstanding any other provision of this Agreement, if the Closing occurs, then with respect to the matters covered by Article IX, ---------- (i) each of the ICL Principals ---------- Big Stuff Shareholders irrevocably relinquishes such ICL PrincipalBig Stuff Shareholder's right to act independently and other than through the Representative, except with respect to the removal of the Representative or appointment of a successor Representative as provided in Section 9.6(b) below, and (ii) no ICL -------------- Principals Big Stuff Shareholders shall have -------------- any right under this Agreement or otherwise to institute any suit, action or proceeding against the Company Big Stuff or Parent with respect to any such matter, any such right being irrevocably and exclusively delegated to the Representative. The Representative hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the Representative in accordance with this Agreement.

The Representative. (a) The Company With respect solely to the Escrow Agreement and the ICL Principals provisions of this Article XI and the negotiations of the Technical Milestones pursuant to Section 2.02, the Shareholders hereby authorize, direct and appoint any two of the three of Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxx and Neerxx Xxxxxx Xxxxxx to xx act as the sole and exclusive agentsagent, attorneysattorney-in-fact and representatives representative of the ICL Principals Shareholders (COLLECTIVELY, THE the "REPRESENTATIVERepresentative"), and authorizes hereby further authorize and directs direct the Representative to (i) to take any and all actions (including including, without limitation limitation, executing and delivering any and all agreements, instruments, certificates and other documents, subject to the limitations contained in the last sentence of Section 9.1(a), -------------- incurring any and all costs and expenses for the account of the ICL Principals Shareholders (which will costs and expenses shall constitute Damages incurred or suffered by Parent Buyer within the meaning of Section 9.1(a) hereofthis Article XI) and making any and all -------------- determinations) determinations which may be required or permitted by under this Article XI, Section 2.02 or the Escrow Agreement to be taken by the ICL Principals Shareholders or the Representative, (ii) to exercise such other rights, power and authority as are authorized, delegated and granted to the Representative hereunder in connection with this Article XI, Section 2.02 and the transactions contemplated hereby Escrow Agreement, and (iii) to 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 be absolutely and irrevocably binding on each Indemnitor Shareholder as if such Indemnitor Shareholder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such IndemnitorShareholder's individual capacity. Notwithstanding any other provision of anything to the contrary contained in this Agreement, if the Closing occurs, then with respect to the specific matters covered by set forth in this Article IXXI and Section 2.02, (i) each of the ICL Principals ---------- Shareholder hereby irrevocably relinquishes such ICL PrincipalShareholder's right to act independently and other than through the Representativerepresentative, except with respect to the removal of the Representative or appointment of a successor Representative as provided in Section 9.6(b11.08(b) belowhereof, and (ii) no ICL -------------- Principals Shareholder shall have any right under this Agreement or otherwise to institute any suit, action or proceeding against the Company or Parent the Buyer, with respect to any such matter, any such right being irrevocably and exclusively delegated to the Representative. The Representative hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the Representative in accordance with the terms of this Agreement.

The Representative. (a) The Company Web and the ICL Principals Web Shareholders hereby authorize, direct and appoint any two of the three of Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxx and Xxxxxx Xxxxxx Xxxx to act as the sole and exclusive agentsagent, attorneysattorney-in-fact and representatives representative of the ICL Principals Web Shareholders (COLLECTIVELY, THE "REPRESENTATIVE"), and authorizes and directs the Representative to (i) take any and all actions (including without limitation executing and delivering any documents, subject to the limitations contained in the last sentence of Section 9.1(a), -------------- incurring any costs and expenses for the account of the ICL Principals Web Shareholders (which will constitute Damages incurred or suffered by Parent within the meaning of Section 9.1(a) hereof) and making any and -------------- all -------------- determinations) which may be required or permitted by this Agreement to be taken by the ICL Principals Web Shareholders or the Representative, (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Representative hereunder in connection with the transactions contemplated hereby and (iii) 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 be absolutely and irrevocably binding on each Indemnitor indemnifying party as if such Indemnitor indemnifying party personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Indemnitorindemnifying party's individual capacity. Notwithstanding any other provision of this Agreement, if the Closing occurs, then with respect to the matters covered by Article IX, (i) each of the ICL Principals Web ---------- Shareholders irrevocably relinquishes such ICL PrincipalWeb Shareholder's right to act independently and other than through the Representative, except with respect to the removal of the Representative or appointment of a successor Representative as provided in Section 9.6(b) below, and (ii) -------------- no ICL -------------- Principals Web Shareholders shall have any right under this Agreement or otherwise to institute any suit, action or proceeding against the Company Web or Parent with respect to any such matter, any such right being irrevocably and exclusively delegated to the Representative. The Representative hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the Representative in accordance with this Agreement.

The Representative. (a) The Company Big Stuff and the ICL Principals Big Stuff Shareholders hereby authorize, direct and appoint any two of the three of Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxx and Xxxxxx Xxxxxx Xxxx to act as the sole and exclusive agentsagent, attorneysattorney-in-fact and representatives representative of the ICL Principals Big Stuff Shareholders (COLLECTIVELY, THE "REPRESENTATIVE"), and authorizes and directs the Representative to (i) take any and all actions (including without limitation executing and delivering any documents, subject to the limitations contained in the last sentence of Section 9.1(a), -------------- incurring any costs and expenses for the account of the ICL Principals Big Stuff Shareholders (which will constitute Damages incurred or suffered by Parent within the meaning of Section SECTION 9.1(a) hereof) and making any and all -------------- determinations) which may be required or permitted by this Restated Agreement to be taken by the ICL Principals Big Stuff Shareholders or the Representative, (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Representative hereunder in connection C-35 with the transactions contemplated hereby and (iii) 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 be absolutely and irrevocably binding on each Indemnitor indemnifying party as if such Indemnitor indemnifying party personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Indemnitorindemnifying party's individual capacity. Notwithstanding any other provision of this Restated Agreement, if the Closing occurs, then with respect to the matters covered by Article ARTICLE IX, (i) each of the ICL Principals ---------- Big Stuff Shareholders irrevocably relinquishes such ICL PrincipalBig Stuff Shareholder's right to act independently and other than through the Representative, except with respect to the removal of the Representative or appointment of a successor Representative as provided in Section SECTION 9.6(b) below, and (ii) no ICL -------------- Principals Big Stuff Shareholders shall have any right under this Restated Agreement or otherwise to institute any suit, action or proceeding against the Company Big Stuff or Parent with respect to any such matter, any such right being irrevocably and exclusively delegated to the Representative. The Representative hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the Representative in accordance with this Restated Agreement.