Common use of Authority and Rights Clause in Contracts

Authority and Rights. The Holder Representative shall have full power, authority and discretion to represent all of the Sellers and their successors with respect to all matters arising under this Agreement and the Escrow Agreement, and any agreements ancillary to the foregoing; provided, however, that the Holder Representative shall have no obligation to act on behalf of or as a fiduciary of the Sellers, except as expressly provided herein. Without limiting the generality of the foregoing, the Holder Representative shall have full power, authority and discretion to (i) execute and deliver the Escrow Agreement on behalf of and in the name of each such Seller and amendments to this Agreement, (ii) authorize the release or delivery of funds held in the Indemnity Escrow Account or Adjustment Escrow Account as provided in Section 2.8.2 or Article VIII, (iii) hold the Holder Expense Fund and withdraw funds from the Holder Expense Fund as provided in Section 9.3, (iv) agree to, negotiate, enter into 68 settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, any claims, (v) arbitrate, litigate, resolve, negotiate, settle or compromise any such claim, (vi) execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby as the Holder Representative, in its sole discretion, may deem necessary or desirable, (vii) refrain from enforcing any right of the Sellers or any of them or the Holder Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing, (viii) take any and all other actions specified in or contemplated by this Agreement or the Escrow Agreement and (ix) take all actions desirable in the judgment of the Holder Representative for the accomplishment of the foregoing or in connection with this Agreement or the Escrow Agreement. The Holder Representative may take any and all actions that it believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the Sellers, as fully as if such Sellers were acting on their own behalf. All actions taken by the Holder Representative under this Agreement and the Escrow Agreement shall be binding upon all Sellers and their successors as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Holder Representative shall have full power and authority to interpret all terms and provisions of this Agreement and the Escrow Agreement, and any agreements ancillary to the foregoing, and to consent to any amendment hereof or thereof on behalf of the Sellers and their successors, except as otherwise provided in Section 10.2. Buyer, Merger Sub and the Company are, and shall be, entitled to conclusively rely on (x) the appointment and treat the Holder Representative as the duly appointed representative of the Sellers and (y) any action taken, or omitted to be taken, by the Holder Representative or decision of the Holder Representative in its capacity as such pursuant to the terms of this Agreement or any Transaction Document (each, an “Authorized Action”) as if such action were taken, or omitted to be taken, or decision made by the Sellers themselves, so that they will be legally bound thereby. Each of the Sellers agrees not to institute any claim, lawsuit, arbitration or other proceeding against any Buyer Indemnitee alleging that the Holder Representative did not have the authority to act as the Holder Representative on behalf of the Sellers in connection with any Authorized Action.

Authority and Rights. The Holder Representative shall have full power, power and authority and discretion to represent all of the Sellers Shareholders and their successors with respect to all matters arising under this Agreement and Agreement, the Escrow Agreement, the Payments Agreement and any agreements ancillary to the foregoing; provided, however, that including the Holder Representative shall have no obligation to act on behalf of or as a fiduciary of the Sellers, except as expressly provided herein. Without limiting the generality of the foregoing, the Holder Representative shall have full power, authority and discretion power to (i) execute and deliver the Escrow Agreement and the Payments Agreement on behalf of and in the name of each such Seller and amendments to this Agreementholder, (ii) authorize the release or delivery of funds held in the Indemnity Escrow Account in satisfaction of claims for Buyer Losses under Section 8.2 hereof or for any other purpose provided hereunder or the Adjustment Escrow Account in satisfaction of a negative Post-Closing Adjustment as provided in Section 2.8.2 hereof or Article VIIIfor any other purpose provided 3063972 48 hereunder, (iii) hold authorize the release or delivery of funds held in the Holder Representative Expense Fund and withdraw funds from Account for the Holder Expense Fund payment of Disputes Auditor expenses as provided in Section 9.32.8.2(a) hereof, the payment of Taxes as provided in Section 8.8.1 hereof or for any other purpose provided under Section 9.3 hereof, (iv) agree to, negotiate, enter into 68 settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, to any claimsclaims for Buyer Losses under Section 8.2 hereof or any claims with respect to a Post-Closing Adjustment, (v) arbitrate, litigate, resolve, negotiate, settle or compromise any such claim, (vi) execute take any and deliver such waivers and consents all other actions necessary or appropriate in connection with this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby as the Holder Representative, in its sole discretion, may deem necessary or desirable, (vii) refrain from enforcing any right of the Sellers or any of them or the Holder Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with agreements ancillary to the foregoing, (viii) take any and all other actions specified in or contemplated by this Agreement or the Escrow Agreement foregoing and (ixvii) take all actions desirable necessary or appropriate in the judgment of the Holder Representative for the accomplishment of the foregoing or in connection with this Agreement or the Escrow Agreementforegoing. The Holder Representative may take any and all actions that it believes are necessary or appropriate under in connection with this Agreement and the Escrow Agreement for and on behalf of the SellersShareholders, as fully as if such Sellers Shareholders were acting on their own behalf. All actions taken by the Holder Representative under this Agreement and the Escrow Agreement agreements ancillary hereto shall be binding upon all Sellers Shareholders and their successors as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Holder Representative shall have full power and authority to interpret all terms and provisions of this Agreement, the Escrow Agreement and the Escrow Agreement, and any agreements ancillary to the foregoing, foregoing and to consent to any amendment hereof or thereof on behalf of the Sellers Shareholders and their successors, except as otherwise provided in Section 10.2. Buyer, Merger Sub Buyer and the Company are, and shall be, be entitled to conclusively rely on (x) the appointment and treat the Holder Representative as the duly appointed representative of the Sellers and (y) any action taken, or omitted to be taken, by the Holder Representative or decision of the Holder Representative in its capacity as such pursuant to the terms of this Agreement or any Transaction Document (each, an “Authorized Action”) as if such action were taken, or omitted to be taken, or decision made by the Sellers themselves, so that they will be legally bound thereby. Each of the Sellers agrees not to institute any claim, lawsuit, arbitration or other proceeding against any Buyer Indemnitee alleging that the Holder Representative did not have the authority to act as the Holder Representative on behalf of the Sellers in connection with any Authorized ActionShareholders.

Authority and Rights. The Holder Representative shall have full power, authority and discretion to represent all of the Sellers and their successors with respect to all matters arising under this Agreement and the Escrow Agreement, and any agreements ancillary to the foregoing; provided, however, that the Holder Representative shall have no obligation to act on behalf of or as a fiduciary of the Sellers, except as expressly provided herein. Without limiting the generality of the foregoing, the Holder Representative shall have full power, authority and discretion to (i) execute and deliver the Escrow Agreement on behalf of and in the name of each such Seller and amendments to this Agreement, (ii) authorize the release or delivery of funds held in the Indemnity Escrow Account or Adjustment Escrow Account as provided in Section 2.8.2 or Article VIII, (iii) hold the Holder Expense Fund and withdraw funds from the Holder Expense Fund as provided in Section 9.3, (iv) agree to, negotiate, enter into 68 settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, any claims, (v) arbitrate, litigate, resolve, negotiate, settle or compromise any such claim, (vi) execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby as the Holder Representative, in its sole discretion, may deem necessary or desirable, (vii) refrain from enforcing any right of the Sellers or any of them or the Holder Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing, (viii) take any and all other actions specified in or contemplated by this Agreement or the Escrow Agreement and (ix) take all actions desirable in the judgment of the Holder Representative for the accomplishment of the foregoing or in connection with this Agreement or the Escrow Agreement. The Holder Representative may take any and all actions that it believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the Sellers, as fully as if such Sellers were acting on their own behalf. All actions taken by the Holder Representative under this Agreement and the Escrow Agreement shall be binding upon all Sellers and their successors as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Holder Representative shall have full power and authority to interpret all terms and provisions of this Agreement and the Escrow Agreement, and any agreements ancillary to the foregoing, and to consent to any amendment hereof or thereof on behalf of the Sellers and their successors, except as otherwise provided in Section 10.2. Buyer, Merger Sub and the Company are, and shall be, entitled to conclusively rely on (x) the appointment and treat the Holder Representative as the duly appointed representative of the Sellers and (y) any action taken, or omitted to be taken, by the Holder Representative or decision of the Holder Representative in its capacity as such pursuant to the terms of this Agreement or any Transaction Document (each, an “Authorized Action”) as if such action were taken, or omitted to be taken, or decision made by the Sellers themselves, so that they will be legally bound thereby. Each of the Sellers agrees not to institute any claim, lawsuit, arbitration or other proceeding against any Buyer Indemnitee alleging that the Holder Representative did not have the authority to act as the Holder Representative on behalf of the Sellers in connection with any Authorized Action.

Authority and Rights. By the Members’ approval of this Agreement and further each holder of Units and each holder of Phantom Units’ submission of a letter of transmittal pursuant hereto, each of the holders of Units and the holders of Phantom Units of the Company immediately prior to the Effective Time irrevocably ratifies the designation of Xxxxx Associates, LLC (or any successor representative) as Member Representative as provided in this Agreement. The Holder Member Representative shall have such powers and authority to take any and all actions specified in or contemplated by this Agreement, the Escrow Agreement and the other Transaction Documents for and on behalf of the holders of Units and the holders of Phantom Units, as fully as such holders were acting on their own behalf, and take all actions necessary or appropriate in the judgment of Member Representative for the accomplishment of the foregoing; provided, however, that the Member Representative will have no obligation to act on behalf of the holders of Units or Phantom Units, except as expressly provided herein or therein. Without limiting the generality of the foregoing, the Member Representative shall have full power, authority and discretion to represent all estimate and determine the amounts of the Sellers Member Allocable Expenses, and their successors with respect to all matters arising under this Agreement and direct the Escrow Agreement, Agent to pay such Member Allocable Expenses in accordance with Sections 3.2 and 8.10 hereof. The Member Representative will at all times be entitled to rely on any agreements ancillary to directions received from the foregoingholders of Units or Phantom Units; provided, however, that the Holder Member Representative shall have not be required to follow any such direction, and shall be under no obligation to act on behalf take any action in its capacity as Member Representative, unless the Member Representative is entitled to funds under Sections 3.2 and 8.10 of this Agreement and/or has been provided with other funds, security or as a fiduciary indemnities which, in the sole discretion of the SellersMember Representative, except as expressly provided hereinare sufficient to protect the Member Representative against the costs, expenses and Liabilities which may be incurred by the Member Representative in responding to such direction or taking such action. Without limiting the generality of the foregoing, the Holder The Member Representative shall have full powerbe entitled to engage such counsel, authority experts and discretion to (i) execute other agents and deliver the Escrow Agreement on behalf of and in the name of each such Seller and amendments to this Agreement, (ii) authorize the release or delivery of funds held in the Indemnity Escrow Account or Adjustment Escrow Account consultants as provided in Section 2.8.2 or Article VIII, (iii) hold the Holder Expense Fund and withdraw funds from the Holder Expense Fund as provided in Section 9.3, (iv) agree to, negotiate, enter into 68 settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, any claims, (v) arbitrate, litigate, resolve, negotiate, settle or compromise any such claim, (vi) execute and deliver such waivers and consents it shall deem necessary in connection with exercising its powers and performing its function hereunder and (in the absence of bad faith on the part of the Member Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Member Representative shall be entitled to reimbursement from the Escrow Amount as set forth in Sections 3.2 and 8.10 of this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby as the Holder Representative, and/or from funds otherwise received by it in its sole discretion, may deem necessary or desirable, (vii) refrain from enforcing any right of the Sellers or any of them or the Holder capacity as Member Representative arising out of or under or in any manner relating pursuant to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing, (viii) take any and all other actions specified in or contemplated by this Agreement or the Escrow Agreement and (ix) take all actions desirable in the judgment of the Holder Representative for the accomplishment of the foregoing or in connection with this Agreement Agreement, for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Member Representative in such capacity, and for indemnification against any loss, Liability or the Escrow Agreement. The Holder expenses arising out of actions taken or omitted to be taken in its capacity as Member Representative may take any and all actions that it believes are necessary or appropriate under this Agreement and the Escrow Agreement (except for and on behalf those arising out of the SellersMember Representative’s gross negligence or willful misconduct), as fully as if such Sellers were acting on their own behalfincluding the costs and expenses of investigation and defense of claims for indemnification. All actions taken by the Holder Member Representative under this Agreement Agreement, including but not limited to, actions following the Closing Date with respect to all matters relating to Section 3.2 and Article VIII hereof and to the Escrow Agreement Agreement, shall be binding upon all Sellers holders of Units and all holders of Phantom Units and their successors as if expressly confirmed and ratified in writing by each of them. Without limiting Buyer, Merger Sub, the generality Escrow Agent, and, after the Closing Date, the Buyer Indemnified Parties shall be entitled to serve notice to, and deal exclusively with, the Member Representative with respect to any and all matters concerning any of the foregoingholders of Units or Phantom Units arising out of or related to this Agreement or the Transaction Documents (except as may otherwise expressly be set forth in such Transaction Documents) or the transactions contemplated hereby or thereby and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any holder of Units, holder of Phantom Units or Indemnifying Party by the Member Representative with respect thereto, and on any other action taken or purported to be taken on behalf of any holder of Units, holder of Phantom Units or Indemnifying Party by the Member Representative with respect thereto, as fully binding upon such holder of Units, holder of Phantom Units or Indemnifying Party. If the Member Representative shall resign, dissolve, cease to exist or otherwise be unable to fulfill its responsibilities as representative of the holders of Units and the holders of Phantom Units, the Holder Representative holders of Units and the holders of Phantom Units shall, within ten (10) days after the occurrence of such event, appoint a successor representative and, promptly thereafter, shall have full power notify Buyer and authority to interpret all terms and provisions the Escrow Agent of the identity of such successor. Any such successor shall become the “Member Representative” for purposes of this Agreement and the Escrow Agreementother Transaction Documents. If for any reason there is no Member Representative at any time, and all references herein or in any agreements ancillary other Transaction Document to the foregoing, and Member Representative shall be deemed to consent refer to any amendment hereof or thereof on behalf the holders of the Sellers and their successors, except as otherwise provided in Section 10.2. Buyer, Merger Sub Units and the Company are, and shall be, entitled to conclusively rely on (x) the appointment and treat the Holder Representative as the duly appointed representative holders of the Sellers and (y) any action taken, or omitted to be taken, by the Holder Representative or decision of the Holder Representative in its capacity as such pursuant to the terms of this Agreement or any Transaction Document (each, an “Authorized Action”) as if such action were taken, or omitted to be taken, or decision made by the Sellers themselves, so that they will be legally bound thereby. Each of the Sellers agrees not to institute any claim, lawsuit, arbitration or other proceeding against any Buyer Indemnitee alleging that the Holder Representative did not have the authority to act as the Holder Representative on behalf of the Sellers in connection with any Authorized ActionPhantom Units.

Authority and Rights. The Holder Representative shall have full powerBy any Seller’s submission of a Letter of Transmittal and/or Employee Unit Payment Agreement pursuant hereto, authority and discretion to represent all of the Sellers and their successors with respect to all matters arising under this Agreement and the Escrow Agreement, and any agreements ancillary to the foregoing; provided, however, that the Holder Representative shall have no obligation to act on behalf of or as a fiduciary of the Sellers, except as expressly provided herein. Without limiting the generality of the foregoing, the Holder Representative shall have full power, authority and discretion to (i) execute and deliver the Escrow Agreement on behalf of and in the name of each such Seller and amendments shall immediately prior to this Agreement, the Effective Time irrevocably ratify the designation of LDG Holdings LLC (iior any successor representative) authorize the release or delivery of funds held in the Indemnity Escrow Account or Adjustment Escrow Account as Seller Representative as provided in Section 2.8.2 or Article VIII, (iii) hold the Holder Expense Fund and withdraw funds from the Holder Expense Fund as provided in Section 9.3, (iv) agree to, negotiate, enter into 68 settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, any claims, (v) arbitrate, litigate, resolve, negotiate, settle or compromise any such claim, (vi) execute and deliver such waivers and consents in connection with this Agreement and including the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby as the Holder Representative, in its sole discretion, may deem necessary or desirable, (vii) refrain from enforcing any right of the Sellers or any of them or the Holder Representative arising out of or under or in any manner relating power to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing, (viii) take any and all other actions specified in or contemplated by this Agreement or the Escrow Agreement and (ix) take all actions desirable necessary in the judgment of the Holder Seller Representative for the accomplishment of the foregoing or in connection with this Agreement or (including, but not limited to, negotiating, entering into and performing its obligations under a payment agency agreement relating to the Escrow Agreementdistribution of the Merger Consideration to the Sellers). The Holder Seller Representative may shall take any and all actions that it believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the Sellers, as fully as if such Sellers were acting on their own behalf. All actions taken by the Holder Seller Representative under this Agreement and the Escrow Agreement shall be binding upon all Sellers and their successors as if expressly confirmed and ratified in writing by each of them. Without limiting Parent and Merger Sub shall serve notice to, and deal exclusively with, the generality Seller Representative with respect to any and all matters concerning any of the foregoingSellers arising out of or related to this Agreement or the Transaction Documents (except as may otherwise expressly be set forth in such Transaction Documents) or the transactions contemplated hereby or thereby, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document purported by the Seller Representative to have been executed by or on behalf of any of the Sellers as fully binding upon them. If the Seller Representative shall resign, dissolve, cease to exist or otherwise be unable to fulfill its responsibilities as representative of the Sellers, the Holder Representative Sellers shall, within ten (10) days after the occurrence of such event, appoint a successor representative and, promptly thereafter, shall have full power and authority to interpret all terms and provisions notify the Company of the identity of such successor. Any such successor shall become the “Seller Representative” for purposes of this Agreement and the Escrow Agreementother Transaction Documents. If for any reason there is no Seller Representative at any time, and all references herein or in any agreements ancillary other Transaction Document to the foregoingSeller Representative shall be deemed to refer to the Sellers themselves, and to consent to any amendment hereof or thereof on behalf as applicable. By ratifying approval of the Sellers and their successorsSeller Representative pursuant to the first sentence of this Section 8.2, except as otherwise provided in Section 10.2. Buyer, Merger Sub and the Company are, and shall be, entitled to conclusively rely on (x) the appointment and treat the Holder Representative as the duly appointed representative of the Sellers and (y) any action taken, or omitted to be taken, by the Holder Representative or decision of the Holder Representative each Seller in its capacity as such agrees that any action taken by the Seller Representative on its behalf pursuant to the terms of this Agreement or any and the Transaction Document (each, an “Authorized Action”) as if such action were taken, or omitted to Documents shall be taken, or decision made by the Sellers themselves, so that they will be legally bound thereby. Each of the Sellers agrees not to institute any claim, lawsuit, arbitration or other proceeding against any Buyer Indemnitee alleging that the Holder Representative did not have the authority to act as the Holder Representative fully binding on behalf of the Sellers in connection with any Authorized Actionthem.

Authority and Rights. The Holder Representative shall have full powerBy the Sellers’ approval of the Merger Agreement and each Seller’s submission of a letter of transmittal pursuant hereto, authority and discretion to represent all each of the Sellers and their successors with respect to all matters arising under this Agreement and of the Escrow Agreement, and any agreements ancillary Company immediately prior to the foregoing; providedEffective Time irrevocably ratifies the designation of X.X. Xxxxxx Partners (BHCA), however, that the Holder L.P. (or any successor representative) as Seller Representative shall have no obligation to act on behalf of or as a fiduciary of the Sellers, except as expressly provided herein. Without limiting the generality of the foregoing, the Holder Representative shall have full power, authority and discretion to (i) execute and deliver the Escrow Agreement on behalf of and in the name of each such Seller and amendments to this Agreement, (ii) authorize the release or delivery of funds held in the Indemnity Escrow Account or Adjustment Escrow Account as provided in Section 2.8.2 or Article VIIIthis Merger Agreement including, (iii) hold the Holder Expense Fund and withdraw funds from the Holder Expense Fund as provided in Section 9.3, (iv) agree to, negotiate, enter into 68 settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, any claims, (v) arbitrate, litigate, resolve, negotiate, settle or compromise any such claim, (vi) execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby as the Holder Representative, in its sole discretion, may deem necessary or desirable, (vii) refrain from enforcing any right of the Sellers or any of them or the Holder Representative arising out of or under or in any manner relating to this Agreementwithout limitation, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing, (viii) power to take any and all other actions specified in or contemplated by this Agreement or the Escrow Merger Agreement and (ix) take all actions desirable necessary in the judgment of the Holder Seller Representative for the accomplishment of the foregoing or in connection with this Agreement or the Escrow Agreementforegoing. The Holder Seller Representative may shall take any and all actions that it believes are necessary or appropriate under this Agreement and the Escrow Merger Agreement for and on behalf of the Sellersholders of Shares, as fully as if such Sellers holders were acting on their own behalf. All actions taken by the Holder Seller Representative under this Agreement and the Escrow Merger Agreement shall be binding upon all Sellers holders of Shares and their successors as if expressly confirmed and ratified in writing by each of them. Without limiting Buyer and Merger Sub shall serve notice to, and deal exclusively with, the generality Seller Representative with respect to any and all matters concerning any of the foregoingSellers arising out of or related to this Agreement or the Transaction Documents (except as may otherwise expressly be set forth in such Transaction Documents) or the transactions contemplated hereby or thereby, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document purported by the Seller Representative to have been executed by or on behalf of any of the Sellers as fully binding upon such Seller and shall upon payment of the Per-Share Merger Consideration to Seller Representative have no further obligation or liability whatever to any Seller with respect to the Merger. If the Seller Representative shall resign, dissolve, cease to exist or otherwise be unable to fulfill its responsibilities as representative of the Sellers, the Holder Representative Sellers shall, within ten (10) days after the occurrence of such event, appoint a successor representative and, promptly thereafter, shall have full power and authority to interpret all terms and provisions notify the Company of the identity of such successor. Any such successor shall become the “Seller Representative” for purposes of this Agreement and the Escrow Agreementother Transaction Documents. If for any reason there is no Seller Representative at any time, and all references herein or in any agreements ancillary other Transaction Document to the foregoing, and Seller Representative shall be deemed to consent refer to any amendment hereof or thereof on behalf of the Sellers. The Sellers and their successors, except as otherwise provided in Section 10.2. Buyer, Merger Sub and the Company are, and shall be, entitled to conclusively rely on (x) the appointment and treat the Holder Representative as the duly appointed representative of the Sellers and (y) agree that any action taken, or omitted to be taken, taken by the Holder Seller Representative or decision of the Holder Representative in its capacity as such on their behalf pursuant to the terms of this Agreement or any and the Transaction Document (each, an “Authorized Action”) as if such action were taken, or omitted to Documents shall be taken, or decision made by the Sellers themselves, so that they will be legally bound thereby. Each of the Sellers agrees not to institute any claim, lawsuit, arbitration or other proceeding against any Buyer Indemnitee alleging that the Holder Representative did not have the authority to act as the Holder Representative fully binding on behalf of the Sellers in connection with any Authorized Actionthem.