Common use of Appointment of Representative Clause in Contracts

Appointment of Representative. Each of the Holders hereby appoints Xxx Xxxxxxxxx as such individuals' exclusive agent to act on such individuals' behalf with respect to any and all Indemnity Claims arising under this Agreement. In such representative capacity, or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders agree that the Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the Holders, as fully as if the Holders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Indemnified Parties and its representatives regarding such claims, dealing with the Indemnified Parties and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Indemnified Parties and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.

Appointment of Representative. Each of the Holders hereby ----------------------------- appoints Xxx Xxxxxxxxx Xxxxx X. Xxxxxx as such individuals' Holder's exclusive agent to act on such individuals' Holder's behalf with respect to any and all Indemnity Claims arising under this Agreement. In such representative capacity, or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders agree that the Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the Holders, as fully as if the Holders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Indemnified Parties Parent and its representatives regarding such claims, dealing with the Indemnified Parties Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Indemnified Parties Parent and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.

Appointment of Representative. Each of the Holders hereby ----------------------------- appoints Xxx Xxxxxxxxx Xxxxxxx Sun as such individuals' Holder's exclusive agent to act on such individuals' Holder's behalf with respect to any and all Indemnity Claims arising under this Agreement. In such representative capacity, Xxxxxxx Sun or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders agree that the Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the Holders, as fully as if the Holders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Indemnified Parties Parent and its representatives regarding such claims, dealing with the Indemnified Parties Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Indemnified Parties Parent and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.

Appointment of Representative. Each of the Holders Stockholders hereby appoints Xxx Xxxxxxxxx Xxxxx Xxxxxx as such individuals' his or her exclusive agent to act on such individuals' his or her behalf with respect to any and all Stockholder Indemnity Claims arising under this Agreement. In and any and all Acquisition Sub Indemnity Claims or such other representative capacity, or any person who shall succeed as may be hereafter appointed by a majority in such representative capacity pursuant to the terms interest of the Escrow Agreement Stockholders. Such agent is hereinafter referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders Stockholders agree that the Representative shall take, any and all actions which he the Representative believes are necessary or appropriate under this Agreement for and on behalf of the HoldersStockholders, as fully as if the Holders Stockholders were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against Acquisition Sub and ARC, defending all Acquisition Sub Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and Acquisition Sub Indemnity Claims, conducting negotiations with the Indemnified Parties ARC and Acquisition Sub and its representatives regarding such claims, dealing with the Indemnified Parties Acquisition Sub and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof ARC with respect to all matters arising under such Escrow AgreementSection 11.6(b), taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Indemnified Parties Acquisition Sub and such Escrow Agent ARC shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the HoldersStockholders.

Appointment of Representative. Each of the Holders hereby appoints Xxx Xxxxxxxxx Brad Xxxer as such individuals' Holder's exclusive agent to act on such individuals' Holder's behalf with respect to any and all Indemnity Claims arising under this Agreement. In such representative capacity, Brad Xxxer or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 8.8 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders agree that the Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the Holders, as fully as if the Holders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Indemnified Parties Parent and its representatives regarding such claims, dealing with the Indemnified Parties Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 8.8 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Indemnified Parties Parent and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders. The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and in the exercise of reasonable judgment; and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Holders shall severally and pro rata, indemnify the Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of their duties hereunder under this Agreement or the Escrow Agreement.

Appointment of Representative. (a) Each of the Holders Stockholders hereby irrevocably constitutes and appoints Xxx Xxxxxxxxx Xxxxx Xxxxxxx as such individuals' exclusive Stockholder's true and lawful agent and attorney-in-fact to act on such individuals' Stockholder's behalf with respect to any and all Indemnity Claims arising under this AgreementClaims. In such representative capacity, Xxxxx Xxxxxxx, or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and 9.5 hereofthis Agreement, is sometimes referred to in this Agreement as the "Representative." ". The Representative shall take, and the Holders Stockholders agree that the Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the HoldersStockholders, as fully as if the Holders Stockholders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Indemnified Parties Parent and its representatives regarding such claims, dealing with the Indemnified Parties Parent and the Escrow Agent under the Escrow this Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow this Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Indemnified Parties Parent and such the Escrow Agent shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the HoldersStockholders. The Representative shall have reasonable access to information of and concerning any Indemnity Claim and which is in the possession, custody or control of the Company and the reasonable assistance of the Company's officers and employees for purposes of performing the Representative's duties under this Agreement and exercising its rights under this Agreement, including for the purpose of evaluating any Indemnity Claim against the Escrow Fund by Parent; provided that the Representative shall treat confidentially and not disclose any nonpublic information from or concerning any Indemnity Claim to anyone (except to the Representative's attorneys, accountants and other advisers, to former stockholders of the Company whose shares are held in escrow pursuant to this Agreement, to the arbitrators appointed to resolve disputes pursuant to this Agreement, and on a need- to-know basis to other individuals who agree to keep such information confidential).

Appointment of Representative. (a) Each of the Holders Principal Shareholders hereby irrevocably constitutes and appoints Xxx Xxxxxxxxx Xxxxxx Xxxxx as such individuals' exclusive Principal Shareholder's true and lawful agent and attorney-in-fact to act on such individuals' Principal Shareholder's behalf with respect to any and all Indemnity Claims arising under this AgreementClaims. In such representative capacity, Xxxxxx Xxxxx, or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and 9.5 hereofthis Agreement, is sometimes referred to in this Agreement as the "Representative." ". The Representative shall take, and the Holders Principal Shareholders agree that the Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the HoldersPrincipal Shareholders, as fully as if the Holders Principal Shareholders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Indemnified Parties Parent and its representatives regarding such claims, dealing with the Indemnified Parties Parent and the Escrow Agent under the Escrow this Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow this Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Indemnified Parties Parent and such the Escrow Agent shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.Principal Shareholders. The Representative shall have reasonable access to information of and concerning any Indemnity Claim and which is in the possession, custody or control of the Company and the reasonable assistance of

Appointment of Representative. Each of the Holders hereby appoints Xxx Xxxxxxxxx Xxxxxxx Sun as such individuals' Holder's exclusive agent to act on such individuals' Holder's behalf with respect to any and all Indemnity Claims arising under this Agreement. In such representative capacity, Xxxxxxx Sun or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders agree that the Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the Holders, as fully as if the Holders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Indemnified Parties Parent and its representatives regarding such claims, dealing with the Indemnified Parties Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Indemnified Parties Parent and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.

Appointment of Representative. Each of the Holders Stockholders hereby appoints Xxx Xxxxxxxxx as such individuals' Shelxxx Xxxxxx xx his exclusive agent to act on such individuals' his behalf with respect to any and all Stockholder Indemnity Claims and any and all Purchaser Indemnity Claims arising under this Agreement. In Agreement or such other representative capacity, or any person who shall succeed as may be hereafter appointed by a majority in such representative capacity pursuant to the terms interest of the Escrow Agreement Stockholders. Such agent is hereinafter referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Holders Stockholders agree that the Representative shall take, any and all actions which he the Representative believes are necessary or appropriate under this Agreement for and on behalf of the HoldersStockholders, as fully as if the Holders Stockholders were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against the Purchaser, defending all Purchaser Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and Purchaser Indemnity Claims, conducting negotiations with the Indemnified Parties Purchaser and its representatives regarding such claims, dealing with the Indemnified Parties Purchaser and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof Section 10.6 with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Indemnified Parties and such Escrow Agent Purchaser shall have the right to rely upon all actions taken or omitted to be taken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the HoldersStockholders.