Common use of Appointment of Shareholders’ Representative Clause in Contracts

Appointment of Shareholders’ Representative. Upon execution of this Agreement by the Shareholders and the Company Shareholder Parties, effective as of the date of this Agreement and without any further action by the Shareholders and the Company Shareholder Parties, Xxxxxxx Xxxxx shall be appointed as agent and attorney-in-fact (the “Shareholders’ Representative”) for each Shareholders and the Company Shareholder Parties. The Shareholders’ Representative shall have full power and authority to represent all of the Shareholders and the Company Shareholder Parties and their successors and assigns with respect to all matters arising under this Agreement and the Ancillary Agreements to which all of the Shareholders and the Company Shareholder Parties are parties (collectively, the “Representative Agreements”) and all actions taken by the Shareholders’ Representative hereunder and thereunder shall be binding upon all such Shareholders and the Company Shareholder Parties and their successors and assigns as if expressly confirmed and ratified in writing by each of them; the Purchaser and its Affiliates may rely on all communications and approvals, consents or disapprovals from the Shareholders’ Representative despite receipt by the Purchaser, its Affiliates or their counsel of any information, communications or instructions from any other party to the contrary. The Shareholders’ Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Representative Agreements for and on behalf of the Shareholders and the Company Shareholder Parties, as fully as if the Shareholders and the Company Shareholder Parties were acting on their own behalf, including, without limitation, defending all Indemnification Claims against the Shareholders or the Company Shareholder Parties pursuant to Article VI, consenting to, compromising or settling all Indemnification Claims, conducting negotiations with the Purchaser and its agents regarding such claims, dealing with the Purchaser under this Agreement and the Representative Agreements with respect to all matters arising hereunder and thereunder, taking any and all other actions specified in or contemplated by this Agreement and the Representative Agreements, and engaging counsel or accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, the Shareholders’ Representative shall have full power and authority to interpret all the terms and provisions of this Agreement and the Representative Agreements and to consent to any amendment hereof or thereof on behalf of all such Shareholders and the Company Shareholder Parties and such successors and assigns. The Shareholders’ Representative shall act as promptly as reasonably possible in carrying out his duties.

Appointment of Shareholders’ Representative. Upon execution For purposes of this Agreement by Agreement, the Shareholders and by their signature hereto hereby appoint Ziv Karni as the Company Shareholder Parties, effective as of the date of this Agreement and without any further action by the Shareholders and the Company Shareholder Parties, Xxxxxxx Xxxxx shall be appointed as agent representative and attorney-in-fact for and on behalf of the Shareholders (the “Shareholders’ Representative”) for each Shareholders ), and to the Company Shareholder Parties. The taking by the Shareholders’ Representative shall have full power of any and authority all actions and the making of any decisions required or permitted to represent all be taken by him under this Agreement or the Escrow Agreement, including, without limitation, entering into the Escrow Agreement for the benefit of the Shareholders and the Company Shareholder Parties exercise of the power to (i) make any and their successors all decisions entitled to be made thereby under the Escrow Agreement, including without limitation, any and assigns all decisions about distribution of any amounts out of the Exxxxx Xxxx, (xx) defend, settle, administer and otherwise make any and all decisions in connection with any claims for indemnification hereunder, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such claims for indemnification, (iv) resolve any such claims for indemnification, and (v) take all matters arising under actions necessary in the judgment of the Shareholders’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Ancillary Agreements Escrow Agreement. Accordingly, the Shareholders’ Representative has unlimited authority and power to which all act on behalf of each Shareholder with respect to the Shareholders Escrow Agreement and the Company disposition, settlement or other handling of all claims for indemnification hereunder. Each Shareholder Parties are parties (collectively, the “Representative Agreements”) and will be bound by all actions taken by the Shareholders’ Representative hereunder in connection with all claims for indemnification made hereunder, and thereunder Buyer Indemnified Party shall be binding upon all such Shareholders and the Company Shareholder Parties and their successors and assigns as if expressly confirmed and ratified in writing by each of them; the Purchaser and its Affiliates may entitled to rely on all communications and approvals, consents any action or disapprovals from decision of the Shareholders’ Representative despite receipt by the Purchaser, its Affiliates or their counsel of any information, communications or instructions from any other party to the contraryRepresentative. The Shareholders’ Representative will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall take have no responsibility to determine the authenticity thereof), nor for any and other action or inaction, except his own willful misconduct or bad faith. In all actions which he believes are necessary or appropriate questions arising under this Agreement and the Representative Agreements for and on behalf of the Shareholders and the Company Shareholder Parties, as fully as if the Shareholders and the Company Shareholder Parties were acting on their own behalf, including, without limitation, defending all Indemnification Claims against the Shareholders or the Company Shareholder Parties pursuant to Article VI, consenting to, compromising or settling all Indemnification Claims, conducting negotiations with the Purchaser and its agents regarding such claims, dealing with the Purchaser under this Agreement and the Representative Agreements with respect to all matters arising hereunder and thereunder, taking any and all other actions specified in or contemplated by this Agreement and the Representative Agreements, and engaging counsel or accountants in connection with the foregoing matters. Without limiting the generality of the foregoingEscrow Agreement, the Shareholders’ Representative shall have full power and authority to interpret all may rely on the terms and provisions advice of this Agreement counsel, and the Shareholders’ Representative Agreements and will not be liable to consent anyone for anything done, omitted or suffered in good faith by the Shareholders’ Representative based on such advice. Except as expressly provided herein, the Shareholders’ Representative will not be required to take any amendment hereof action involving any expense unless the payment of such expense is made or thereof on behalf of all such Shareholders and provided for in a manner satisfactory to him. In the Company Shareholder Parties and such successors and assigns. The event the Shareholders’ Representative shall act cease to serve in such capacity for any reason, the Shareholders having at such time a majority of the proportional interests of the Escrow Amount (out of the aggregate proportional interests thereof of all such Shareholders) shall appoint a new representative as promptly the Shareholders’ Representative by sending notice of such appointment to the Buyer and the Escrow Agent (and the provisions of this Section 7.8 shall apply with respect to such newly appointed Shareholders’ Representative as reasonably possible if originally appointed by the Shareholders hereunder). Such appointment will be effective upon the later of the date indicated in carrying out his dutiessuch notice or the date such notice is received by the Buyer and the Escrow Agent.

Appointment of Shareholders’ Representative. Upon execution of this Agreement by the Shareholders Seller and the Company each Selling Shareholder Partieshereby irrevocably appoints Xxxxxxx Xxxxxx, effective as of the date of this Agreement its true and without any further action by the Shareholders and the Company Shareholder Parties, Xxxxxxx Xxxxx shall be appointed as agent and lawful attorney-in-fact and agent (the “Shareholders’ Representative”) for each Shareholders and the Company Shareholder Parties. The Shareholders’ Representative shall have ), with full power of substitution or resubstitution, to act exclusively for and authority to represent all on behalf of the Shareholders Seller and the Company such Selling Shareholder Parties and their successors and assigns with respect to all matters arising under this Agreement and the Ancillary Agreements to which all of the Shareholders and the Company Shareholder Parties are parties (collectively, the “Representative Agreements”) and all actions taken by the Shareholders’ Representative hereunder and thereunder shall be binding upon all such Shareholders and the Company Shareholder Parties and their successors and assigns as if expressly confirmed and ratified in writing by each of them; the Purchaser and its Affiliates may rely on all communications and approvals, consents or disapprovals from the Shareholders’ Representative despite receipt by the Purchaser, its Affiliates or their counsel of any information, communications or instructions from any other party to the contrary. The Shareholders’ Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Representative Agreements for and on behalf of the Shareholders and the Company Shareholder Parties, as fully as if the Shareholders and the Company Shareholder Parties were acting on their own behalf, including, without limitation, defending all Indemnification Claims against the Shareholders or the Company Shareholder Parties pursuant to Article VI, consenting to, compromising or settling all Indemnification Claims, conducting negotiations with the Purchaser and its agents regarding such claims, dealing with the Purchaser under this Agreement and the Representative Agreements with respect to all matters arising hereunder and thereunder, taking any and all other actions specified in or contemplated by this Agreement and the Representative Agreements, and engaging counsel or accountants in connection with the foregoing matters. Without limiting the generality of the foregoingthis Agreement, the Shareholders’ Representative shall have full power and authority to interpret all in accordance with the terms and provisions of this Agreement, including in connection with any amounts payable in connection with this Agreement and the Representative Agreements and to consent to any amendment hereof or thereof act on behalf of Seller and such Selling Shareholder in any litigation or arbitration involving this Agreement, to do or refrain from doing all such Shareholders further acts and things, and to execute all such documents (including, without limitation, the Company Shareholder Parties and such successors and assigns. The Escrow Agreement) as the Shareholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power: (a) to act for Seller and such Selling Shareholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of Seller and such Selling Shareholder, any matter concerning the purchase price adjustment set forth in Section 2.08, or any manner concerning the Earnout Payments set forth in Section 2.10. (b) to act for Seller and such Selling Shareholder with regard to matters pertaining to litigation; (c) to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that the Shareholders’ Representative deems necessary or appropriate; (d) to receive funds, make payments of funds, and give receipts for funds; (e) to receive funds for the payment of expenses of Seller and such Selling Shareholder and apply such funds in payment for such expenses; (f) to do or refrain from doing any further act or deed on behalf Seller and such Selling Shareholder that the Shareholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as promptly fully and completely as reasonably possible Seller or such Selling Shareholder could do if personally present; (g) to receive service of process in carrying out his dutiesconnection with any claims under this Agreement; (h) to take any action on behalf of Seller and Selling Shareholders with respect to the Escrow Agreement and the Escrow Amount; and (i) to make payments and disbursements from, and otherwise take any action with respect to, the Seller Administrative Expense Fund.

Appointment of Shareholders’ Representative. Upon execution For purposes of this Agreement by Agreement, the Principal Shareholders and hereby consent to the Company Shareholder Parties, effective appointment of Xxxxxxx Xxxx as of the date of this Agreement and without any further action by the Shareholders and the Company Shareholder Parties, Xxxxxxx Xxxxx shall be appointed as agent representative and attorney-in-fact for and on behalf of the Principal Shareholders (the “"Shareholders’ ' Representative”) for each Shareholders "), and to the taking by the Shareholders' Representative of any and all actions and the Company Shareholder Parties. The making of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement, including, without limitation, the exercise of the power to (i) execute the Escrow Agreement on behalf of the Principal Shareholders’ , (ii) authorize delivery to Finisar of Escrow Shares in satisfaction of Indemnification Claims, (iii) 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, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Shareholders' Representative shall have full power for the accomplishment of the foregoing and authority to represent all of the Shareholders other terms, conditions and the Company Shareholder Parties and their successors and assigns with respect to all matters arising under limitations of this Agreement and the Ancillary Agreements Escrow Agreement. Accordingly, the Shareholders' Representative has unlimited authority and power to which all act on behalf of the Shareholders each Principal Shareholder with respect to this Agreement and the Company Shareholder Parties are parties (collectivelyEscrow Agreement and the disposition, the “Representative Agreements”) settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The Principal Shareholders will be bound by all actions taken by the Shareholders’ ' Representative hereunder in connection with this Agreement, and thereunder Finisar shall be binding entitled to rely on any action or decision of the Shareholders' Representative. The Shareholders' Representative will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all such Shareholders and questions arising under this Agreement or the Company Shareholder Parties and their successors and assigns as if expressly confirmed and ratified in writing by each of them; Escrow Agreement, the Purchaser and its Affiliates Representative may rely on all communications the advice of counsel, and approvals, consents or disapprovals from the Shareholders’ ' Representative despite receipt will not be liable to anyone for anything done, omitted or suffered in good faith by the Purchaser, its Affiliates or their counsel of any information, communications or instructions from any other party to the contraryShareholders' Representative based on such advice. The Shareholders’ Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Representative Agreements for and on behalf of the Shareholders and the Company Shareholder Parties, Except as fully as if the Shareholders and the Company Shareholder Parties were acting on their own behalf, including, without limitation, defending all Indemnification Claims against the Shareholders or the Company Shareholder Parties pursuant to Article VI, consenting to, compromising or settling all Indemnification Claims, conducting negotiations with the Purchaser and its agents regarding such claims, dealing with the Purchaser under this Agreement and the Representative Agreements with respect to all matters arising hereunder and thereunder, taking any and all other actions specified in or contemplated by this Agreement and the Representative Agreements, and engaging counsel or accountants in connection with the foregoing matters. Without limiting the generality of the foregoingexpressly provided herein, the Shareholders’ ' Representative shall have full power will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. At any time during the term of the Escrow Agreement, holders of a majority of the Escrow Shares subject to Indemnification Claims under this Article IX may, by written consent, appoint a new representative as the Shareholders' Representative by sending notice and authority a copy of the written consent appointing such new representative signed by holders of a majority of the Escrow Shares to interpret all the terms and provisions of this Agreement Finisar and the Representative Agreements and to Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent to any amendment hereof or thereof on behalf of all the date such Shareholders consent is received by Finisar and the Company Shareholder Parties and such successors and assigns. The Shareholders’ Representative shall act as promptly as reasonably possible in carrying out his dutiesEscrow Agent.

Appointment of Shareholders’ Representative. Upon execution For purposes of this Agreement by Agreement, the Shareholders and Tsunami shareholders hereby consent to the Company Shareholder Parties, effective appointment of Xxxxxxxxx X. Lego as of the date of this Agreement and without any further action by the Shareholders and the Company Shareholder Parties, Xxxxxxx Xxxxx shall be appointed as agent representative and attorney-in-fact for and on behalf of the Tsunami shareholders (the “"Shareholders’ ' Representative”) for each Shareholders "), and to the taking by the Shareholders' Representative of any and all actions and the Company Shareholder Parties. The making of any decisions required or permitted to be taken by her under this Agreement, including, without limitation, the exercise of the power to: (i) agree to a reduction in the Earn-Out Consideration in satisfaction of Indemnification Claims, (ii) 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, (iii) resolve any Indemnification Claims and (iv) take all actions necessary in the judgment of the Shareholders’ ' Representative shall have full power for the accomplishment of the foregoing and authority to represent all of the Shareholders other terms, conditions and limitations of this Agreement. Accordingly, the Company Shareholder Parties Shareholders' Representative has unlimited authority and their successors and assigns power to act on behalf of each Tsunami shareholder with respect to all matters arising under this Agreement and the Ancillary Agreements disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to which all of the Shareholders and the Company Shareholder Parties are parties (collectively, the “Representative Agreements”) and this Agreement. The Tsunami shareholders will be bound by all actions taken by the Shareholders’ ' Representative hereunder in connection with this Agreement, and thereunder Stratos shall be binding entitled to rely on any action or decision of the Shareholders' Representative. The Shareholders' Representative will incur no liability with respect to any action taken or suffered by her in reliance upon any notice, direction, instruction, consent, statement or other document believed by her to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except her own willful misconduct or bad faith. In all such Shareholders and questions arising under this Agreement, the Company Shareholder Parties and their successors and assigns as if expressly confirmed and ratified in writing by each of them; the Purchaser and its Affiliates Shareholders' Representative may rely on all communications the advice of counsel, and approvals, consents or disapprovals from the Shareholders’ ' Representative despite receipt will not be liable to anyone for anything done, omitted or suffered in good faith by the Purchaser, its Affiliates or their counsel of any information, communications or instructions from any other party to the contraryShareholders' Representative based on such advice. The Shareholders’ Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Representative Agreements for and on behalf of the Shareholders and the Company Shareholder Parties, Except as fully as if the Shareholders and the Company Shareholder Parties were acting on their own behalf, including, without limitation, defending all Indemnification Claims against the Shareholders or the Company Shareholder Parties pursuant to Article VI, consenting to, compromising or settling all Indemnification Claims, conducting negotiations with the Purchaser and its agents regarding such claims, dealing with the Purchaser under this Agreement and the Representative Agreements with respect to all matters arising hereunder and thereunder, taking any and all other actions specified in or contemplated by this Agreement and the Representative Agreements, and engaging counsel or accountants in connection with the foregoing matters. Without limiting the generality of the foregoingexpressly provided herein, the Shareholders’ ' Representative shall have full power will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to her. At any time prior to the Earn-Out Payment Date, the former holders of a majority of the shares of Tsunami Capital Stock immediately prior to the Effective Time may, by written consent, appoint a new representative as the Shareholders' Representative by sending notice and authority a copy of the written consent appointing such new representative signed by the former holders of a majority of the shares of Tsunami Capital Stock to interpret all Stratos. Such appointment will be effective upon the terms and provisions later of this Agreement and the Representative Agreements and to date indicated in the consent to any amendment hereof or thereof on behalf of all the date such Shareholders and the Company Shareholder Parties and such successors and assigns. The Shareholders’ Representative shall act as promptly as reasonably possible in carrying out his dutiesconsent is received by Stratos.

Appointment of Shareholders’ Representative. Upon execution of this Agreement by Each Shareholder constitutes and appoints Reid X. Xxxxxxx xxx Jamex X. Xxxxx, X.M.D. (collectively the Shareholders "Shareholders' Representative") as his true and the Company Shareholder Parties, effective as of the date of this Agreement and without any further action by the Shareholders and the Company Shareholder Parties, Xxxxxxx Xxxxx shall be appointed as agent and lawful attorney-in-fact (the “Shareholders’ Representative”) for each Shareholders and the Company Shareholder Parties. The Shareholders’ Representative shall have full power and authority to represent all of the Shareholders and the Company Shareholder Parties and their successors and assigns with respect to all matters arising under this Agreement and the Ancillary Agreements to which all of the Shareholders and the Company Shareholder Parties are parties (collectively, the “Representative Agreements”) and all actions taken by the Shareholders’ Representative hereunder and thereunder shall be binding upon all such Shareholders and the Company Shareholder Parties and their successors and assigns as if expressly confirmed and ratified in writing by each of them; the Purchaser and its Affiliates may rely on all communications and approvals, consents or disapprovals from the Shareholders’ Representative despite receipt by the Purchaser, its Affiliates or their counsel of any information, communications or instructions from any other party to the contrary. The Shareholders’ Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Representative Agreements act for and on behalf of the such Shareholders in all matters relating to or arising out of this Section 7. and the Company Shareholder Partiesliability or asserted liability of such Shareholder, as fully as if the Shareholders and the Company Shareholder Parties were acting on their own behalfhereunder, includingincluding specifically, but without limitation, defending all Indemnification Claims against accepting and agreeing to the Shareholders or the Company liability of such Shareholder Parties pursuant to Article VI, consenting to, compromising or settling all Indemnification Claims, conducting negotiations with the Purchaser and its agents regarding such claims, dealing with the Purchaser under this Agreement and the Representative Agreements with respect to all matters arising hereunder any indemnification claim, objecting to any indemnification claim, disputing the liability of such Shareholder, or the amount of such liability, with respect to any indemnification claim and thereunderprosecuting and resolving such dispute as herein provided, taking accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Shareholder or refusing to accept the same, settling and all other compromising the liability of such Shareholder hereunder, instituting and prosecuting such actions specified in or contemplated by this Agreement and (including arbitration proceedings) as the Shareholders' Representative Agreements, and engaging counsel or accountants shall deem appropriate in connection with the foregoing matters. Without limiting the generality any of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of the foregoing, all for the account of the Shareholder, such Shareholder agreeing to be fully bound by the acts, decisions and agreements of the Shareholder Representative taken and done pursuant to the authority herein granted. Each Shareholder hereby agrees to indemnify and to save and hold harmless the Shareholders’ ' Representative from any liability incurred by the Shareholders' Representative based upon or arising out of any act, whether of omission or commission, of the Shareholders' Representative pursuant to authority herein granted, other than acts, whether of omission or commission, of the Shareholders' Representative that constitute willful misconduct in the exercise by the Shareholders' Representative of the authority herein granted. The death or incapacity of any Shareholder shall not terminate the authority and agency of the Shareholders' Representative. In the event of the resignation of either Reid X. Xxxxxxx xx Jamex X. Xxxxx, X.M.D., the other party shall continue 41 47 as Shareholders' Representative hereunder and in the event of the resignation of such other party, the resigning Shareholders' Representative shall have full power appoint a successor either from among the Shareholders or who shall otherwise be acceptable to ISI and authority InfoCure and who shall agree in writing to interpret all the terms and provisions of this Agreement accept such appointment, and the resigning Shareholders' Representative's resignation shall not be effective until such a successor shall exist. If the Shareholders' Representative Agreements is a natural person and to consent to any amendment hereof if such Shareholders' Representative should die or thereof on behalf become incapacitated, then his successor shall be appointed within thirty (30) days of all such his death or incapacity by a majority of the Shareholders and the Company such successor either shall be a Shareholder Parties and such successors and assignsor shall otherwise be acceptable to InfoCure. The choice of a successor Shareholders’ ' Representative appointed in any manner permitted above shall be final and binding upon all of the Shareholders. The decisions and actions of any successor Shareholders' Representative shall act be, for all purposes, those of a Shareholders' Representative as promptly as reasonably possible in carrying out his dutiesif originally named herein.

Appointment of Shareholders’ Representative. Upon execution For purposes of this Agreement by Agreement, the Principal Shareholders and hereby consent to the Company Shareholder Parties, effective appointment of Xxxxxxx X. Xxxxx as of the date of this Agreement and without any further action by the Shareholders and the Company Shareholder Parties, Xxxxxxx Xxxxx shall be appointed as agent representative and attorney-in-fact for and on behalf of the Principal Shareholders (the “"Shareholders’ ' Representative”) for each Shareholders "), and to the taking by the Shareholders' Representative of any and all actions and the Company Shareholder Parties. The making of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement, including, without limitation, the exercise of the power to (i) execute the Escrow Agreement on behalf of the Principal Shareholders’ , (ii) authorize delivery to Finisar of Escrow Shares in satisfaction of Indemnification Claims, (iii) 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, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Shareholders' Representative shall have full power for the accomplishment of the foregoing and authority to represent all of the Shareholders other terms, conditions and the Company Shareholder Parties and their successors and assigns with respect to all matters arising under limitations of this Agreement and the Ancillary Agreements Escrow Agreement. Accordingly, the Shareholders' Representative has unlimited authority and power to which all act on behalf of the Shareholders each Principal Shareholder with respect to this Agreement and the Company Shareholder Parties are parties (collectivelyEscrow Agreement and the disposition, the “Representative Agreements”) settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The Principal Shareholders will be bound by all actions taken by the Shareholders’ ' Representative hereunder in connection with this Agreement, and thereunder Finisar shall be binding entitled to rely on any action or decision of the Shareholders' Representative. The Shareholders' Representative will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all such Shareholders and questions arising under this Agreement or the Company Shareholder Parties and their successors and assigns as if expressly confirmed and ratified in writing by each of them; Escrow Agreement, the Purchaser and its Affiliates Representative may rely on all communications the advice of counsel, and approvals, consents or disapprovals from the Shareholders’ ' Representative despite receipt will not be liable to anyone for anything done, omitted or suffered in good faith by the Purchaser, its Affiliates or their counsel of any information, communications or instructions from any other party to the contraryShareholders' Representative based on such advice. The Shareholders’ Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Representative Agreements for and on behalf of the Shareholders and the Company Shareholder Parties, Except as fully as if the Shareholders and the Company Shareholder Parties were acting on their own behalf, including, without limitation, defending all Indemnification Claims against the Shareholders or the Company Shareholder Parties pursuant to Article VI, consenting to, compromising or settling all Indemnification Claims, conducting negotiations with the Purchaser and its agents regarding such claims, dealing with the Purchaser under this Agreement and the Representative Agreements with respect to all matters arising hereunder and thereunder, taking any and all other actions specified in or contemplated by this Agreement and the Representative Agreements, and engaging counsel or accountants in connection with the foregoing matters. Without limiting the generality of the foregoingexpressly provided herein, the Shareholders’ ' Representative shall have full power will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. At any time during the term of the Escrow Agreement, holders of a majority of the Escrow Shares subject to Indemnification Claims under this Article IX may, by written consent, appoint a new representative as the Shareholders' Representative by sending notice and authority a copy of the written consent appointing such new representative signed by holders of a majority of the Escrow Shares to interpret all the terms and provisions of this Agreement Finisar and the Representative Agreements and to Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent to any amendment hereof or thereof on behalf of all the date such Shareholders consent is received by Finisar and the Company Shareholder Parties and such successors and assigns. The Shareholders’ Representative shall act as promptly as reasonably possible in carrying out his dutiesEscrow Agent.

Appointment of Shareholders’ Representative. Upon execution Xxxxx X. Xxxxxx is hereby fully and exclusively authorized, empowered and directed to serve as sole representative and agent of this Agreement by the Shareholders and the Company Shareholder Parties, effective as of the date of this Agreement and without any further action by the Shareholders and the Company Shareholder Parties, Xxxxxxx Xxxxx shall be appointed as agent and attorney-in-fact (the “Shareholders’ Representative”) for each Shareholders and the Company Shareholder Parties. The Shareholders’ Representative shall have full power and authority to represent all of the Shareholders and (the Company Shareholder Parties and their successors and assigns with respect "Shareholders' Representative"), to all matters arising under this Agreement and the Ancillary Agreements to which all of the Shareholders and the Company Shareholder Parties are parties (collectively, the “Representative Agreements”) and all actions taken by the Shareholders’ Representative hereunder and thereunder shall be binding upon all such Shareholders and the Company Shareholder Parties and their successors and assigns as if expressly confirmed and ratified in writing by each of them; the Purchaser and its Affiliates may rely on all communications and approvals, consents or disapprovals from the Shareholders’ Representative despite receipt by the Purchaser, its Affiliates or their counsel of any information, communications or instructions from any other party to the contrary. The Shareholders’ Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Representative Agreements for and on behalf of the Shareholders and the Company Shareholder Parties, as fully as if the Shareholders and the Company Shareholder Parties were acting on their own behalfactions, including, without limitation, defending all Indemnification Claims against any actions required under the Shareholders or the Company Shareholder Parties pursuant to indemnification provisions of Article VIXII of this Agreement, consenting to, compromising or settling all Indemnification Claims, conducting negotiations with the Purchaser and its agents regarding such claims, dealing with the Purchaser any consents required under this Agreement and the Representative Agreements with respect to all matters arising hereunder and thereunder, taking any and all other actions specified in or contemplated by this Agreement and the Representative Agreements, and engaging counsel or accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, the Shareholders’ Representative shall have full power and authority to interpret all the terms and provisions Section 13.12 of this Agreement and the Representative Agreements execution and delivery of any documents, and make any and all decisions and determinations, which may be required or permitted to be taken or made by the Shareholders, to perform all of the obligations of the Shareholders required to be performed hereunder, and to consent to any amendment hereof or thereof execute, deliver and perform on behalf of the Shareholders any and all amendments hereto. Any such Shareholders action, including, without limitation, the execution and delivery of any documents, any decision or determination taken or made by the Company Shareholders' Representative, and any such amendment, shall be absolutely and irrevocably binding on each Shareholder Parties as if such Shareholder had personally taken such action (or executed and delivered such successors and assignsdocument) or made such decision or determination in his or her individual (or, as applicable, trustee or executor) capacity. The Shareholders’ ' Representative shall have only the rights, power and authority granted in this Section 13.5. Notwithstanding any other provision of this Agreement, (i) with respect to those matters expressly covered by this Section 13.5, each of the Shareholders hereby irrevocably relinquishes such Shareholder's right to act as promptly as reasonably possible independently and other than through the Shareholders' Representative, and (ii) no Shareholder shall have any right by virtue or by availing of any provision in carrying out his dutiesthis Agreement, any such rights being irrevocably and exclusively delegated to the Shareholders' Representative who, acting in accordance with the terms hereof, shall be the sole party entitled to avail himself of the provision of this Agreement. All actions taken, notices given or received and documents executed by the Shareholders' Representative pursuant to the authority granted hereunder may be relied upon by Cavalier, and Cavalier shall not be required to make any inquiry regarding such actions, notices or documents. The power granted to the Shareholders' Representative under this Section 13.5, being coupled with an interest, may not be revoked.

Appointment of Shareholders’ Representative. Upon execution of this Agreement by the Shareholders and the Company (a) Each Shareholder Parties, effective as of the date of who executes this Agreement and without any further action each other Shareholder who does not execute this Agreement, by approval of this Agreement, hereby irrevocably constitutes and appoints Xxxxxx X. Xxxx as the Shareholders true and the Company Shareholder Parties, Xxxxxxx Xxxxx shall be appointed as lawful agent and attorney-in-fact (the “Shareholders’ Representative”) for with the powers set forth herein. If Xxxxxx X. Xxxx is unwilling or unable to serve as Shareholders’ Representative, a successor Shareholders’ Representative shall be appointed by a plurality of Persons who held Outstanding Shares immediately prior to the Effective Time, with each such Person voting based on the number of Outstanding Shares so held. The absence of a Shareholders’ Representative, due to resignation or any other reason whatsoever, shall not impair or prejudice any right or remedy Parent may have at law or equity or under the terms of this Agreement. (b) Parent shall be entitled to rely upon any communication or writings given by or to, or executed by, the Shareholders’ Representative. All notices to be sent to any Shareholder pursuant to this Agreement or any other agreement contemplated hereby or delivered in connection herewith may be addressed to the Shareholders’ Representative and any notice so sent or delivered shall be deemed proper and sufficient notice to each Shareholder hereunder. The Shareholders hereby consent and agree that the Company Shareholders’ Representative is authorized to accept and deliver notice on behalf of each Shareholder Parties. pursuant hereto and pursuant to all other agreements contemplated hereby or delivered in connection herewith and to deliver waivers and consents on behalf of each Shareholder. (c) The Shareholders’ Representative shall have is hereby appointed and constituted the true and lawful attorney-in-fact of each Shareholder with full power in his, her, or its name and authority on his, her, or its behalf to represent all act according to the terms of the Shareholders and the Company Shareholder Parties and their successors and assigns with respect to all matters arising under this Agreement and all other agreements contemplated hereby or thereby or delivered in connection herewith or therewith in the Ancillary Agreements to which all absolute discretion of the Shareholders and the Company Shareholder Parties are parties (collectively, the “Representative Agreements”) and all actions taken by the Shareholders’ Representative hereunder Representative, and thereunder shall be binding upon in general to do all such Shareholders things and the Company Shareholder Parties and their successors and assigns as if expressly confirmed and ratified in writing by each of them; the Purchaser and its Affiliates may rely on to perform all communications and approvalsacts, consents or disapprovals from the Shareholders’ Representative despite receipt by the Purchaser, its Affiliates or their counsel of any information, communications or instructions from any other party to the contrary. The Shareholders’ Representative shall take any and all actions which he believes are necessary or appropriate under including amending this Agreement (other than to reduce the Cash Purchase Price by more than one percent (1%), and the Representative Agreements for executing and on behalf of the Shareholders delivering all agreements, certificates, receipts, instructions and the Company Shareholder Parties, as fully as if the Shareholders and the Company Shareholder Parties were acting on their own behalf, including, without limitation, defending all Indemnification Claims against the Shareholders or the Company Shareholder Parties pursuant to Article VI, consenting to, compromising or settling all Indemnification Claims, conducting negotiations with the Purchaser and its agents regarding such claims, dealing with the Purchaser under this Agreement and the Representative Agreements with respect to all matters arising hereunder and thereunder, taking any and all other actions specified in or instruments contemplated by this Agreement and the Representative Agreements, and engaging counsel or accountants deemed advisable in connection with this Agreement. This power of attorney and all authority hereby conferred is granted subject to the foregoing mattersinterest of the other Shareholders hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and coupled with an interest and shall not be terminated by any act of any Shareholder or by operation of law, whether by death or other event. Without limiting the generality of In addition to the foregoing, the Shareholders’ Representative shall have full power and authority to interpret all the terms and provisions of this Agreement and the Representative Agreements and to consent to any amendment hereof or thereof on behalf of the Shareholders to (i) to take any action which the Shareholders’ Representative is required or permitted to take under this Agreement, (ii) to take all such actions necessary to wind up the business of STS and its Subsidiaries, and (iii) to negotiate, settle and compromise and otherwise handle all claims of the Parent with respect to Parent Damages. (d) Nothing in this Agreement is intended, and nothing in this Agreement shall be interpreted as, imposing upon the Shareholders’ Representative, as the agent and attorney-in fact for the Shareholders and the Company Shareholder Parties and such successors and assignsany personal liability, personal economic obligation, or personal guarantee in favor of any party to this Agreement or any third party. The Shareholders’ Representative and any agent employed by the Shareholders’ Representative shall act as promptly as reasonably possible not have any liability to any Shareholder related to the Shareholders’ Representative’s duties hereunder, except for intentional fraud, willful misconduct or bad faith. The Shareholders agree to indemnify and hold the Shareholders’ Representative harmless against any loss, liability or expense incurred without intentional fraud, willful misconduct or bad faith on the part of the Shareholders’ Representative, arising out of or in connection with carrying out its duties hereunder, including the costs and expenses of defending against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder (including reasonable attorney’s fees and expenses). Notwithstanding the foregoing, the Shareholders’ Representative acknowledges that he is acting as a fiduciary under ERISA with respect to its decisions that may affect the rights of the ESOP under this Agreement and agrees that any such decisions shall be made with reasonable prior notice to the ESOP and in accordance with the fiduciary standards of ERISA. (e) In furtherance of its role, the Shareholders’ Representative shall be entitled to incur such reasonable costs and expenses as the Shareholders’ Representative may deem appropriate under the circumstances, which expenses may include, but shall not be limited to, hiring attorneys, accountants, appraisers, and other professional advisors. Each Shareholder shall be responsible to reimburse the Shareholders’ Representative for such Shareholder’s pro rata portion of all such costs and expenses incurred by the Shareholders’ Representative within ten (10) days of written notification from the Shareholders’ Representative. After the Closing Date, the Shareholders’ Representative shall receive from STS a fee of Two Thousand Dollars ($2,000) per month for his dutiesservices.

Appointment of Shareholders’ Representative. Upon execution of this Agreement by the Shareholders and the Company Shareholder PartiesShareholders, effective as of the date of this Agreement and without any further action by the Shareholders and the Company Shareholder PartiesShareholders, Xxxxxxx Xxxx X. Xxxxx shall will be appointed as agent and attorney-in-fact (the “Shareholders’ Representative”) for each Shareholders and the Company Shareholder PartiesShareholder. The Shareholders’ Representative shall have full power and authority to represent all of the Shareholders and the Company Shareholder Parties and their successors and assigns with respect to all matters arising under this Agreement and the Ancillary Agreements to which all of the Shareholders and the Company Shareholder Parties are parties (collectively, the “Representative Agreements”) and all actions taken by the Shareholders’ Representative hereunder and thereunder shall be binding upon all such Shareholders and the Company Shareholder Parties and their successors and assigns as if expressly confirmed and ratified in writing by each of them; the Purchaser and its Affiliates may rely on all communications and approvals, consents or disapprovals from the Shareholders’ Representative despite receipt by the Purchaser, its Affiliates or their counsel of any information, communications or instructions from any other party to the contrary. The Shareholders’ Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Representative Agreements for and on behalf of the Shareholders and the Company Shareholder PartiesShareholders, as fully as if the Shareholders and the Company Shareholder Parties were acting on their own behalf, including, without limitation, defending all Indemnification Claims against the Shareholders or the Company Shareholder Parties pursuant to Article VIIX, consenting to, compromising or settling all Indemnification Claims, conducting negotiations with the Purchaser and its agents regarding such claims, dealing with the Purchaser under this Agreement and the Representative Agreements with respect to all matters arising hereunder and thereunder, taking any and all other actions specified in or contemplated by this Agreement and the Representative Agreements, and engaging counsel counsel, accountants or accountants other Shareholders’ Representatives in connection with the foregoing matters. Without limiting the generality of the foregoing, the Shareholders’ Representative shall have full power and authority to interpret all the terms and provisions of this Agreement and the Representative Agreements and to consent to any amendment hereof or thereof on behalf of all such Shareholders and the Company Shareholder Parties and such successors and assignssuccessors. The Shareholders’ Representative shall act as promptly as reasonably possible in carrying out his duties.

Appointment of Shareholders’ Representative. Upon execution of this Agreement by the Shareholders Each Shareholder hereby constitutes and the Company Shareholder Parties, effective appoints M. Xxxx Xxxxxxxx as of the date of this Agreement his true and without any further action by the Shareholders and the Company Shareholder Parties, Xxxxxxx Xxxxx shall be appointed as agent and lawful attorney-in-fact fact, agent and representative (collectively, the “"Shareholders’ ' Representative”) "), with full power of substitution and resubstitution, for each Shareholders him and in his name, place and xxxxx, in any and all capacities, to negotiate and sign all amendments to this Agreement, and all other documents in connection with the Company Shareholder Parties. The transactions contemplated by this Agreement, including without limitation those instruments called for by this Agreement and all waivers, consents, instructions, authorizations and other actions called for, contemplated or that may otherwise be necessary or appropriate in connection with this Agreement or any of the foregoing agreements or instruments, granting unto the Shareholders’ ' Representative shall have full power and authority to represent do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the Shareholders' Representative, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof, including without limitation the power and authority to deliver and convey his Shares in accordance with the terms hereof, to receive and give receipt for all consideration due him pursuant to this Agreement and to receive all notices, requests and demands that may be made under and pursuant to this Agreement. Should the Shareholders' Representative be unable or unwilling to serve or to appoint his successor to serve in such Shareholder's stead, and unless the Shareholders shall appoint a successor to serve in his stead, such Shareholders shall be deemed to be represented by the Company. Buyer shall be entitled to rely and protected in relying on the authority, actions and decisions of the Shareholders' Representative, and Buyer will have no liability to and shall be held harmless by any and all of the Shareholders and the Company Shareholder Parties their heirs and their successors and assigns legal representatives with respect to all matters any matter arising under this Agreement and the Ancillary Agreements to which all out of, either directly or indirectly, Buyer's good faith reliance upon such authority, actions or decisions of the Shareholders and the Company Shareholder Parties are parties (collectively, the “Representative Agreements”) and all actions taken by the Shareholders’ Representative hereunder and thereunder shall be binding upon all such Shareholders and the Company Shareholder Parties and their successors and assigns as if expressly confirmed and ratified in writing by each of them; the Purchaser and its Affiliates may rely on all communications and approvals, consents or disapprovals from the Shareholders’ Representative despite receipt by the Purchaser, its Affiliates or their counsel of any information, communications or instructions from any other party to the contrary. The Shareholders’ Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Representative Agreements for and on behalf of the Shareholders and the Company Shareholder Parties, as fully as if the Shareholders and the Company Shareholder Parties were acting on their own behalf, including, without limitation, defending all Indemnification Claims against the Shareholders or the Company Shareholder Parties pursuant to Article VI, consenting to, compromising or settling all Indemnification Claims, conducting negotiations with the Purchaser and its agents regarding such claims, dealing with the Purchaser under this Agreement and the Representative Agreements with respect to all matters arising hereunder and thereunder, taking any and all other actions specified in or contemplated by this Agreement and the Representative Agreements, and engaging counsel or accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, the Shareholders’ Representative shall have full power and authority to interpret all the terms and provisions of this Agreement and the Representative Agreements and to consent to any amendment hereof or thereof on behalf of all such Shareholders and the Company Shareholder Parties and such successors and assigns. The Shareholders’ Representative shall act as promptly as reasonably possible in carrying out his duties' Representative.

Appointment of Shareholders’ Representative. Upon execution For purposes of this Agreement by Agreement, the Shareholders and hereby consent to the Company Shareholder Parties, effective as appointment of Andxxx Xxxxxxx xx the date of this Agreement and without any further action by the Shareholders and the Company Shareholder Parties, Xxxxxxx Xxxxx shall be appointed as agent representative and attorney-in-fact (for and on behalf of the “Shareholders’ Representative”) for each Shareholders , and to the taking by the Shareholders' Representative of any and all actions and the Company Shareholder Parties. The making of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement, including, without limitation, the exercise of the power to (i) execute the Escrow Agreement on behalf of the Shareholders’ , (ii) authorize delivery to JDA of Escrow Shares in satisfaction of Indemnification Claims, (iii) 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, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Shareholders' Representative shall have full power for the accomplishment of the foregoing and authority to represent all of the Shareholders other terms, 49 54 conditions and the Company Shareholder Parties and their successors and assigns with respect to all matters arising under limitations of this Agreement and the Ancillary Agreements Escrow Agreement. Accordingly, the Shareholders' Representative has unlimited authority and power to which all act on behalf of the Shareholders each Shareholder with respect to this Agreement and the Company Shareholder Parties are parties (collectivelyEscrow Agreement and the disposition, the “Representative Agreements”) settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The Shareholders will be bound by all actions taken by the Shareholders’ ' Representative hereunder in connection with this Agreement, and thereunder JDA shall be binding upon all such Shareholders and the Company Shareholder Parties and their successors and assigns as if expressly confirmed and ratified in writing by each of them; the Purchaser and its Affiliates may entitled to rely on all communications and approvals, consents any action or disapprovals from decision of the Shareholders’ Representative despite receipt by the Purchaser, its Affiliates or their counsel of any information, communications or instructions from any other party to the contrary' Representative. The Shareholders’ ' Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Representative Agreements for and on behalf of the Shareholders and the Company Shareholder Parties, as fully as if the Shareholders and the Company Shareholder Parties were acting on their own behalf, including, without limitation, defending all Indemnification Claims against the Shareholders or the Company Shareholder Parties pursuant to Article VI, consenting to, compromising or settling all Indemnification Claims, conducting negotiations with the Purchaser and its agents regarding such claims, dealing with the Purchaser under this Agreement and the Representative Agreements will incur no liability with respect to all matters arising hereunder any action taken or suffered by him in reliance upon any notice, direction, instruction, Consent, statement or other document believed by him to be genuine and thereunderto have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), taking nor for any other action or inaction, except his own willful misconduct or bad faith. At any time during the term of the Escrow Agreement, holders of a majority of the Escrow Shares subject to Indemnification Claims under this Article IX may, by written consent, appoint a new representative as the Shareholders' Representative by sending notice and all other actions specified in or contemplated a copy of the written consent appointing such new representative signed by this Agreement holders of a majority of the Escrow Shares to JDA and the Representative Agreements, and engaging counsel or accountants in connection with Escrow Agent. Such appointment will be effective upon the foregoing matters. Without limiting the generality later of the foregoing, date indicated in the Shareholders’ Representative shall have full power and authority to interpret all Consent or the terms and provisions of this Agreement date such Consent is received by JDA and the Representative Agreements and to consent to any amendment hereof or thereof on behalf of all such Shareholders and the Company Shareholder Parties and such successors and assigns. The Shareholders’ Representative shall act as promptly as reasonably possible in carrying out his dutiesEscrow Agent.

Appointment of Shareholders’ Representative. Upon execution For purposes of this Agreement by Agreement, the Shomiti Shareholders and consent to the Company Shareholder Parties, effective as appointment of the date of this Agreement and without any further action by the Shareholders and the Company Shareholder Parties, Xxxxxxx Xxxxx shall be appointed as agent the representative and attorney-in-fact for and on behalf of the Shomiti Shareholders (the “"Shareholders’ ' Representative”) for each Shareholders "), and to the taking by the Shareholders' Representative of any and all actions and the Company Shareholder Parties. The making of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement, including, without limitation, the exercise of the power to (i) execute the Escrow Agreement on behalf of the Shomiti Shareholders’ , (ii) authorize delivery to Finisar of Escrow Shares in satisfaction of Indemnification Claims, (iii) 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, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Shareholders' Representative shall have full power for the accomplishment of the foregoing and authority to represent all of the Shareholders other terms, conditions and the Company Shareholder Parties and their successors and assigns with respect to all matters arising under limitations of this Agreement and the Ancillary Agreements to which all of the Shareholders and the Company Shareholder Parties are parties (collectivelyEscrow Agreement. Accordingly, the “Shareholders' Representative Agreements”) has unlimited authority and power to act on behalf of each shareholder of Shomiti with respect to the disposition, settlement or other handling of all Indemnification Claims. With respect to any interest in the Escrow, each shareholder of Shomiti will be bound by all actions taken by the Shareholders’ ' Representative hereunder and thereunder shall be binding upon all such Shareholders and the Company Shareholder Parties and their successors and assigns as if expressly confirmed and ratified in writing by each of them; the Purchaser and its Affiliates may rely on all communications and approvals, consents or disapprovals from the Shareholders’ Representative despite receipt by the Purchaser, its Affiliates or their counsel of any information, communications or instructions from any other party to the contrary. The Shareholders’ Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Representative Agreements for and on behalf of the Shareholders and the Company Shareholder Parties, as fully as if the Shareholders and the Company Shareholder Parties were acting on their own behalf, including, without limitation, defending all Indemnification Claims against the Shareholders or the Company Shareholder Parties pursuant to Article VI, consenting to, compromising or settling connection with all Indemnification Claims, conducting negotiations and Finisar shall be entitled to rely on any action or decision of the Shareholders' Representative. The Shareholders' Representative will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the Purchaser proper person (and its agents regarding such claimsshall have no responsibility to determine the authenticity thereof), dealing with the Purchaser nor for any other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Escrow Agreement, the Shareholders' Representative may rely on the advice of counsel, and the Shareholders' Representative Agreements with respect will not be liable to all matters anyone for anything done, omitted or suffered in good faith by the Shareholders' Representative based on such advice. Except as expressly provided herein, the Shareholders' Representative will not be required to take any action involving any expense (including consultation of his legal counsel) unless the payment of such expense is made or provided for in a manner satisfactory to him. The former Shomiti Shareholders on whose behalf the Escrow Shares were contributed to the Escrow Fund shall severally indemnify the Shareholders' Representative and hold the Shareholders' Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Representative and arising hereunder and thereunder, taking any and all other actions specified in out of or contemplated by this Agreement and the Representative Agreements, and engaging counsel or accountants in connection with the foregoing matters. Without limiting the generality acceptance or administration of the foregoingShareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders’ Representative shall have full power and authority to interpret all the terms and provisions of this Agreement and the Representative Agreements and to consent to any amendment hereof or thereof on behalf of all such Shareholders and the Company Shareholder Parties and such successors and assigns' Representative. The Shareholders’ Representative shall act as promptly as reasonably possible in carrying out his duties.At any