Common use of Authority of Representative Clause in Contracts

Authority of Representative. The Representative shall have full power and authority to represent the Stockholders and their successors with respect to all matters arising under this Agreement or related to the subject matter hereof and all actions taken by the Representative hereunder shall be binding upon each and all of the Stockholders and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Representative shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise and settle any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Stockholders and their successors. The Stockholders have consented to the appointment of the Representative as representative of the Stockholders and as the attorney-in-fact and agent for and on behalf of each Stockholder for the purposes of taking actions and executing agreements and documents on behalf of any of the Stockholders as provided in this Agreement, and, subject to the express limitations set forth below, the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including, but not limited to, the exercise of the power to authorize delivery to TriZetto of Escrowed Property and to take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. The Representative will have unlimited authority and power to act on behalf of each Stockholder with respect to this Agreement and the disposition, settlement or other handling of all claims, rights or obligations arising under this Agreement with respect to Escrowed Property so long as all Stockholders are treated in the same manner (unless the Stockholders otherwise consent). The Stockholders will be bound by all actions taken by the Representative in connection with this Agreement, and TriZetto will be entitled to rely on any action or decision of the Representative.

Authority of Representative. The We authorize you, as Representative shall have full power and authority of the several Underwriters, (i) to represent the Stockholders and their successors with respect to act as our representative in all matters arising under this Agreement or related to concerning the subject matter hereof and all actions taken by the Representative hereunder shall be binding upon each and all of the Stockholders and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Representative shall have full power and authority to interpret all of the terms and provisions of this Underwriting Agreement, to compromise and settle any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Stockholders and their successors. The Stockholders have consented to the appointment of the Representative as representative of the Stockholders and as the attorney-in-fact and agent for and on behalf of each Stockholder for the purposes of taking actions and executing agreements and documents on behalf of any of the Stockholders as provided in this Agreement, and, subject to the express limitations set forth below, the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including, but not limited to, the exercise of the power to authorize delivery to TriZetto of Escrowed Property and to take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. The Representative will have unlimited authority and power to act on behalf of each Stockholder with respect to this Agreement and the disposition, settlement or other handling of all claims, rights or obligations arising under this Agreement with respect to Escrowed Property so long as all Stockholders are treated in the same manner (unless the Stockholders otherwise consent). The Stockholders will be bound by all actions taken by the Representative in connection with this Agreement, and TriZetto the purchase, carrying, sale and distribution of the Securities thereunder, (ii) to exercise all authority vested in the Underwriters or the Representative by the Underwriting Agreement, and (iii) to take such action as you may deem necessary or advisable in respect of all matters pertaining thereto, including the determination of the time of the public offering and the furnishing to the Company of the information to be included in the Prospectus with respect to the terms of the offering. We understand that you will advise us when the Securities are released for sale to the public. You will furnish to us as soon as possible copies of the Prospectus to be used in connection with the offering of the Securities. We authorize you on our behalf, in your discretion, to approve or object to any amendments or supplements to the Registration Statement or the Prospectus. We authorize you to reserve for sale and to sell for our account (a) to institutions and other retail purchasers and (b) to dealers selected by you ("Selected Dealers"), including Underwriters, such amounts of our Securities as you determine, and we authorize you to fix the concessions and reallowances in connection with any such sales to Selected Dealers. Such concessions and reallowances may be allowed only as consideration for services rendered in distribution to Selected Dealers who are actually engaged in the investment banking or securities business, and who are either (i) members in good standing of the National Association of Securities Dealers, Inc., ("NASD") and who agree in writing to comply with Section 24 of the NASD's Rules of Fair Practice (the "Rules") or (ii) foreign dealers who are not eligible for membership in the NASD and (a) who agree that (x) in making sales of Securities outside the United States they will comply with the NASD's Interpretation with Respect to Free-Riding and Withholding and (y) they will not offer or sell any Securities in the United States and (b) who agree in writing that in making sales of the Securities outside the United States they will comply with the provisions of Sections 8, 24 and 36 of Article III of such Rules and with Section 25 of such Rules as that Section applies to a non-member broker or dealer in a foreign county. Except for sales for the accounts of Underwriters designated by a purchaser, aggregate sales of Securities to institutions and for the accounts of Underwriters designated by a purchaser, aggregate sales of Securities to institutions and other retail purchasers will be entitled to rely on any action or decision made for the accounts of the Representativeseveral Underwriters as nearly as practicable in proportion to their respective Underwriting Commitments. Sales of Securities to Selected Dealers will be made for the accounts of the several Underwriters in such proportions as you determine. We authorize you in your discretion, after the Securities are released for sale to the public, to change the public offering price of the Securities, the concessions and reallowances in connection with sales to Selected Dealers and other terms of sale hereunder and under the agreements with Selected Dealers. Sales of the Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. At or prior to the time when the Securities are released for sale, you will advise us of the amounts so sold or reserved for sale for our account. We will retain for direct sale any Securities purchased by us and not sold or reserved for sale for our account. With your consent, we may obtain release from you for direct sale of Securities reserved for sale to Selected Dealers but not sold and paid for, in which event the amount reserved for our account for sale to Selected Dealers will be correspondingly reduced. After advice from you that the Securities are released for sale to the public, we will offer for sale to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not sold or reserved for sale for our account. We will advise you from time to time, at your request, of the number of Securities retained by us remaining unsold. You may at any time (a) reserve any of such Securities for sale by you for our account or (b) purchase any of such Securities which, in your opinion, is needed to enable you to make deliveries for the accounts of the several Underwriters pursuant to this Agreement. Such purchases will be made at the public offering price or, at your option, at such price less any part of the Selected Dealers' concession. In respect of any Securities sold directly by us and thereafter purchased by you at or below the public offering price prior to the termination of this Agreement (or such longer period as may be necessary to cover any short position with respect to the offering), you may charge our account with an amount equal to the Selected Dealers' concession with respect thereto and credit such amount against the cost thereof, or you may require us to purchase such Securities at a price equal to the total cost thereof, including any commissions and transfer taxes on redelivery.

Authority of Representative. The Representative shall have full power and authority to represent the Stockholders Escrow Indemnitors and their successors with respect to all matters arising under this Agreement or related to the subject matter hereof and all actions taken by the Representative hereunder shall be binding upon each and all of the Stockholders Escrow Indemnitors and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Representative shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise and settle any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Stockholders Escrow Indemnitors and their successors. The Stockholders Escrow Indemnitors (with respect to the Escrowed Property, in their capacity as Escrow Indemnitors) have consented to the appointment of the Representative as representative of the Stockholders Escrow Indemnitors (with respect to the Escrowed Property, in their capacity as Escrow Indemnitors) and as the attorney-in-fact and agent for and on behalf of each Stockholder Escrow Indemnitor for the purposes of taking actions and executing agreements and documents on behalf of any of the Stockholders Escrow Indemnitors as provided in this Agreement, and, subject to the express limitations set forth below, the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including, but not limited to, the exercise of the power to authorize delivery to TriZetto Elmer's of Escrowed Property and to take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. The Representative will have unlimited authority and power to act on behalf of each Stockholder Escrow Indemnitor with respect to this Agreement and the disposition, settlement or other handling of all claims, rights or obligations arising under this Agreement with respect to Escrowed Property so long as all Stockholders Escrow Indemnitors are treated in the same manner (unless the Stockholders Escrow Indemnitors otherwise consent). The Stockholders Escrow Indemnitors will be bound by all actions taken by the Representative in connection with this Agreement, and TriZetto Elmer's will be entitled to rely on any action or decision of the Representative.

Authority of Representative. The Without limiting the authority granted in Section 8.1, each Equityholder, on behalf of himself, herself or itself and such Equityholder’s successors and permitted assigns, hereby irrevocably grants Representative shall have full power and authority authority: (a) to represent the Stockholders execute and deliver, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, and to accept delivery of, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, such documents as may be deemed by Representative, in its sole discretion, to be appropriate to consummate this Agreement; (b) to make decisions on behalf of Equityholders and their respective successors and permitted assigns with respect to all the Transactions, the Other Transactions, and matters arising contemplated under this Agreement or related any 72 other Transaction Document, including adjustments to the subject matter hereof Merger Consideration pursuant to Section 2.7; (c) to (i) dispute or refrain from disputing, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim made by Purchaser or any other Person under this Agreement; (ii) negotiate and compromise, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement; and (iii) execute, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any settlement agreement, release or other document with respect to such dispute or remedy; (d) to give or agree to, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any and all actions taken consents, waivers, amendments or modifications, deemed by Representative, in its sole discretion, to be necessary or appropriate, under this Agreement, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith; (e) to enforce, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim against Purchaser arising under this Agreement; (f) to engage attorneys, accountants and other agents at the expense of Equityholders and their respective successors and permitted assigns in connection with in connection with any claim arising under this Agreement; (g) to receive the Representative hereunder shall Expense Amount as a fund (the “Representative Expense Fund”) for the payment of all costs and expenses incurred by or on behalf of Representative in its capacity as such in connection with any dispute or claim under this Agreement; provided, however, that Representative’s retention of any amounts in the Representative Expense Fund will not be binding upon each and all used as evidence that Equityholders have any obligation hereunder; (h) to amend this Agreement (other than this Section 8.2) or any of the Stockholders instruments to be delivered to Purchaser by such Equityholder pursuant to this Agreement; and their successors(i) to give such instructions and to take such action or refrain from taking such action, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, as if expressly confirmed and ratified Representative deems, in writing by each of them. Without limiting its sole discretion, necessary or appropriate to carry out the generality of the foregoing, the Representative shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise and settle any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Stockholders and their successors. The Stockholders have consented to the appointment of the Representative as representative of the Stockholders and as the attorney-in-fact and agent for and on behalf of each Stockholder for the purposes of taking actions and executing agreements and documents on behalf of any of the Stockholders as provided in this Agreement, and, subject to the express limitations set forth below, the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including, but not limited to, including the exercise of the power all rights granted to authorize delivery to TriZetto of Escrowed Property Equityholder and to take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing such Equityholder’s successors and all of the other terms, conditions and limitations of this Agreement. The Representative will have unlimited authority and power to act on behalf of each Stockholder with respect to this Agreement and the disposition, settlement or other handling of all claims, rights or obligations arising permitted assigns under this Agreement with respect to Escrowed Property so long as all Stockholders are treated in the same manner (unless the Stockholders otherwise consent). The Stockholders will be bound by all actions taken by the Representative in connection with this Agreement, and TriZetto will be entitled to rely on or any action or decision of the Representativeother Transaction Document.

Authority of Representative. The (a) Each Member hereunder irrevocably appoints the Representative shall have full power and authority to represent the Stockholders it and their successors with respect to all matters arising under this Agreement or related to the subject matter hereof and all actions taken by the Representative hereunder shall be binding upon each and all of the Stockholders and their successors, act as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Representative shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise and settle any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Stockholders and their successors. The Stockholders have consented to the appointment of the Representative as representative of the Stockholders and as the its attorney-in-fact and agent with respect to any and all matters relating to, arising out of, or in connection with , the Transaction Documents, including (i) for and purposes of any action taken or omitted on behalf of each Stockholder for the purposes of taking actions such Member thereunder and executing agreements and documents on behalf of (ii) any of the Stockholders as provided in this Agreementadjustment, and, subject to the express limitations set forth below, the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including, but not limited to, the exercise of the power to authorize delivery to TriZetto of Escrowed Property and to take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. The Representative will have unlimited authority and power to act on behalf of each Stockholder with respect to this Agreement and the disposition, settlement or other handling of any amounts or claims under Sections 1.4 and 1.5 and all claims, rights or obligations arising under this Agreement Article VIII. Except to the extent otherwise explicitly set forth herein or in any other Transaction Documents, all actions, omissions, notices, communications and determinations by or on behalf of a Member shall be given or made by the Representative and all such actions, omissions, notices, communications and determinations by the Representative pursuant or with respect to Escrowed Property so long as all Stockholders are treated in the same manner (unless the Stockholders otherwise consent). The Stockholders will any provision of a Transaction Document shall conclusively be bound by all actions taken by the Representative in connection with this Agreementdeemed to have been authorized by, and TriZetto will shall be binding upon and made on behalf of such Member. Purchaser shall be entitled to rely on any action or decision of the Representative as the act, omission, notice, communication or determination of each Member. The Members hereby agree to jointly and severally indemnify and hold harmless the Representative from and against (i) any Losses incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance, performance or nonperformance of his duties hereunder and (ii) any related out-of-pocket costs and expenses (including reasonable attorneys’ fees). If the person serving as the Representative dies or becomes legally disabled, Xxxxxxx Xxxxxx or, if he is unable or unwilling to serve, an individual selected by a majority-in-interest of the rights to allocation of consideration pursuant to Schedule I will be elected as the successor Representative. The Representative shall have sole responsibility for allocating the Purchase Price among the Members and the participants in the Phantom Equity Plan and neither Parent, Purchaser nor any of their Affiliates (including, following the Closing, the Companies) shall have any obligation or liability therefor whatsoever.

Authority of Representative. The Each Seller and AWAC hereunder irrevocably appoints the Representative shall have full power and authority to represent the Stockholders it and their successors with respect to all matters arising under this Agreement or related to the subject matter hereof and all actions taken by the Representative hereunder shall be binding upon each and all of the Stockholders and their successors, act as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Representative shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise and settle any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Stockholders and their successors. The Stockholders have consented to the appointment of the Representative as representative of the Stockholders and as the its attorney-in-fact and agent with respect to any and all matters relating to, arising out of, or in connection with, the Transaction Documents, including for and purposes of (i) any action taken or omitted on behalf of each Stockholder for the purposes of taking actions and executing agreements and documents on behalf of such Seller or AWAC thereunder, (ii) any of the Stockholders as provided in this Agreementadjustment, and, subject to the express limitations set forth below, the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including, but not limited to, the exercise of the power to authorize delivery to TriZetto of Escrowed Property and to take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. The Representative will have unlimited authority and power to act on behalf of each Stockholder with respect to this Agreement and the disposition, settlement or other handling of any amounts or claims under Sections 1.4 and 1.5 and all claims, rights or obligations arising under this Agreement Article VIII, (iii) effecting service of process and (iv) effecting any waiver or amendment of a Transaction Document. Except to the extent otherwise explicitly set forth herein or in any other Transaction Documents, all actions, omissions, notices, communications and determinations by or on behalf of a Seller or on behalf of AWAC shall be given or made by the Representative and all such actions, omissions, notices, communications and determinations by the Representative pursuant or with respect to Escrowed Property so long as all Stockholders are treated in the same manner (unless the Stockholders otherwise consent). The Stockholders will any provision of a Transaction Document shall conclusively be bound by all actions taken by the Representative in connection with this Agreementdeemed to have been authorized by, and TriZetto will shall be binding upon and made on behalf of such Seller or AWAC. Parent and Purchaser shall be entitled to rely on any action or decision of Representative as the act, omission, notice, communication or determination of each Seller and AWAC. The Sellers and AWAC hereby agree to jointly and severally indemnify and hold harmless the Representative from and against (i) any Losses incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance, performance or nonperformance of his duties hereunder and (ii) any related out-of-pocket costs and expenses (including reasonable attorneys' fees). If the person serving as the Representative dies or becomes legally disabled, an individual selected by a majority-in-interest of the rights to allocations of consideration pursuant to Schedule I will be elected as the successor Representative. The Representative shall have sole responsibility for allocating the Purchase Consideration among Sellers, AWAC and the participants in the Phantom Equity Plan and neither Parent, Purchaser nor any of their affiliates (including, following the Closing, IHS and iProcert) shall have any obligation or liability therefore whatsoever. Notwithstanding the preceding sentence, IHS shall be responsible for reporting payments of cash and stock to the participants in the Phantom Equity Plan as compensation for tax purposes and shall comply with applicable income and payroll tax withholding obligations in respect of such compensation income.

Authority of Representative. The Representative shall have full power and authority to represent the Opmaxx Common Stockholders and their successors with respect to all matters arising under this Agreement or related to the subject matter hereof and all actions taken by the Representative hereunder shall be binding upon each and all of the Opmaxx Common Stockholders and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Representative shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise and settle any claims asserted hereunder and to authorize payments to be made with respect theretohereto, on behalf of the Opmaxx Common Stockholders and their successors. The Opmaxx Common Stockholders (with respect to the Additional Merger Consideration) have consented to the appointment of the Representative as representative of the Opmaxx Common Stockholders (with respect to the Additional Merger Consideration) and as the attorney-in-fact and agent for and on behalf of each Opmaxx Common Stockholder for the purposes of taking actions and executing agreements and documents on behalf of any of the Opmaxx Common Stockholders as provided in this Agreement, and, subject to the express limitations set forth below, the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including, but not limited to, the exercise of the power to authorize delivery to TriZetto Fluence of Escrowed Property Additional Merger Consideration and to take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. The Representative will have unlimited authority and power to act on behalf of each Opmaxx Common Stockholder with respect to this Agreement and the disposition, settlement or other handling of all claims, rights or obligations arising under this Agreement with respect to Escrowed Property Additional Merger Consideration so long as all Opmaxx Common Stockholders are treated in the same manner (unless the Opmaxx Common Stockholders otherwise consent). The Opmaxx Common Stockholders will be bound by all actions taken by the Representative in connection with this Agreement, and TriZetto Fluence will be entitled to rely on any action or decision of the Representative.

Authority of Representative. The We authorize you, as Representative shall have full power and authority of the several Underwriters, (i) to represent the Stockholders and their successors with respect to act as our representative in all matters arising under this Agreement or related to concerning the subject matter hereof and all actions taken by the Representative hereunder shall be binding upon each and all of the Stockholders and their successorsUnderwriting Agreement, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Representative shall have full power and authority to interpret all of the terms and provisions of this Agreement, and the purchase, carrying, sale and distribution of the Securities thereunder, (ii) to compromise and settle any claims asserted hereunder exercise all authority vested in the Underwriters or the Representative by the Underwriting Agreement, including the determination of whether and to authorize payments what extent to be made with respect thereto, purchase the Securities pursuant to the Over-Allotment Option on behalf of the Stockholders Underwriters, and their successors. The Stockholders have consented (iii) to take such action as you may deem necessary or advisable in respect of all matters pertaining thereto, including the determination of the time of the public offering and the furnishing to the appointment Company of the Representative as representative information to be included in the Prospectus with respect to the terms of the Stockholders offering. We understand that you will advise us when the Securities are released for sale to the public. You will furnish to us as soon as possible copies of the Prospectus to be used in connection with the offering of the Securities. We authorize you on our behalf, in your discretion, to approve or object to any amendments or supplements to the Registration Statement or the Prospectus. We authorize you to reserve for sale and to sell for our account (a) to institutions and other retail purchasers and (b) to dealers selected by you ("Selected Dealers"), including Underwriters, such amounts of our Securities as you determine, and we authorize you to fix the attorneyconcessions and reallowances in connection with any such sales to Selected Dealers. Such concessions and reallowances may be allowed only as consideration for services rendered in distribution to Selected Dealers who are actually engaged in the investment banking or securities business, and who are either (i) members in good standing of the National Association of Securities Dealers, Inc., ("NASD") and who agree in writing to comply with Section 24 of the NASD's Rules of Fair Practice (the "Rules") or (ii) foreign dealers who are not eligible for membership in the NASD and (a) who agree that (x) in making sales of Securities outside the United States they will comply with the NASD's Interpretation with Respect to Free-inRiding and Withholding and (y) they will not offer or sell any Securities in the United States and (b) who agree in writing that in making sales of the Securities outside the United States they will comply with the provisions of Sections 8, 24 and 36 of Article III of such Rules and with Section 25 of such Rules as that Section applies to a non-fact and agent member broker or dealer in a foreign county. Except for and on behalf of each Stockholder sales for the purposes accounts of taking actions Underwriters designated by a purchaser, aggregate sales of Securities to institutions and executing for the accounts of Underwriters designated by a purchaser, aggregate sales of Securities to institutions and other retail purchasers will be made for the accounts of the several Underwriters as nearly as practicable in proportion to their respective Underwriting Commitments. Sales of Securities to Selected Dealers will be made for the accounts of the several Underwriters in such proportions as you determine. We authorize you in your discretion, after the Securities are released for sale to the public, to change the public offering price of the Securities, the concessions and reallowances in connection with sales to Selected Dealers and other terms of sale hereunder and under the agreements with Selected Dealers. Sales of the Securities between Underwriters may be made with your prior consent, or as you deem advisable for Blue Sky purposes. At or prior to the time when the Securities are released for sale, you will advise us of the amounts so sold or reserved for sale for our account. We will retain for direct sale any Securities purchased by us and documents on behalf not sold or reserved for sale for our account. With your consent, we may obtain release from you for direct sale of Securities reserved for sale to Selected Dealers but not sold and paid for, in which event the amount reserved for our account for sale to Selected Dealers will be correspondingly reduced. After advice from you that the Securities are released for sale to the public, we will offer for sale to the public in conformity with the terms of offering set forth in the Prospectus such of our Securities as you advise us are not sold or reserved for sale for our account. We will advise you from time to time, at your request, of the number of Securities retained by us remaining unsold. You may at any time (a) reserve any of such Securities for sale by you for our account or (b) purchase any of such Securities which, in your opinion, is needed to enable you to make deliveries for the Stockholders as provided in this Agreement, and, subject to the express limitations set forth below, the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including, but not limited to, the exercise accounts of the power several Underwriters pursuant to authorize delivery to TriZetto of Escrowed Property and to take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. The Representative Such purchases will have unlimited authority be made at the public offering price or, at your option, at such price less any part of the Selected Dealers' concession. In respect of any Securities sold directly by us and power thereafter purchased by you at or below the public offering price prior to act on behalf the termination of each Stockholder this Agreement (or such longer period as may be necessary to cover any short position with respect to this Agreement and the dispositionoffering), settlement or other handling of all claims, rights or obligations arising under this Agreement you may charge our account with an amount equal to the Selected Dealers' concession with respect thereto and credit such amount against the cost thereof, or you may require us to Escrowed Property so long as all Stockholders are treated in purchase such Securities at a price equal to the same manner (unless the Stockholders otherwise consent). The Stockholders will be bound by all actions taken by the Representative in connection with this Agreementtotal cost thereof, including any commissions and TriZetto will be entitled to rely transfer taxes on any action or decision of the Representativeredelivery.

Authority of Representative. The Representative shall have full power and authority to represent the Stockholders CSI Shareholders and their successors with respect to all matters arising under this Agreement or related to the subject matter hereof and all actions taken by the Representative hereunder shall be binding upon each and all of the Stockholders CSI Shareholders (including the CSI Shareholders) and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Representative shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise and settle any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Stockholders CSI Shareholders (including the CSI Shareholders) and their successors. The Stockholders CSI Shareholders (with respect to the Escrowed Property, in their capacity as CSI Shareholders) have consented to the appointment of the Representative as representative of the Stockholders CSI Shareholders (with respect to the Escrowed Property, in their capacity as CSI Shareholders) and as the attorney-in-fact and agent for and on behalf of each Stockholder CSI Shareholder for the purposes of taking actions and executing agreements and documents on behalf of any of the Stockholders CSI Shareholders as provided in this Agreement, and, subject to the express limitations set forth below, the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including, but not limited to, the exercise of the power to authorize delivery to TriZetto Platinum of Escrowed Property and to take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. The Representative will have unlimited authority and power to act on behalf of each Stockholder CSI Shareholder with respect to this Agreement and the disposition, settlement or other handling of all claims, rights or obligations arising under this Agreement with respect to Escrowed Property so long as all Stockholders CSI Shareholders are treated in the same manner (unless the Stockholders CSI Shareholders otherwise consent). The Stockholders CSI Shareholders will be bound by all actions taken by the Representative in connection with this Agreement, and TriZetto Platinum will be entitled to rely on any action or decision of the Representative.

Authority of Representative. The Without limiting the authority granted in Section 8.1, each Equityholder, on behalf of himself, herself or itself and such Equityholder’s successors and permitted assigns, hereby irrevocably grants Representative shall have full power and authority authority: (a) to represent the Stockholders execute and deliver, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, and to accept delivery of, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, such documents as may be deemed by Representative, in its sole discretion, to be appropriate to consummate this Agreement; (b) to make decisions on behalf of Equityholders and their respective successors and permitted assigns with respect to all the Transactions and matters arising contemplated under this Agreement or related any other Transaction Document; (c) to the subject matter hereof (i) dispute or refrain from disputing, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim made by Purchaser or any other Person under this Agreement; (ii) negotiate and compromise, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement; and (iii) execute, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any settlement agreement, release or other document with respect to such dispute or remedy; (d) to give or agree to, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any and all actions taken consents, waivers, amendments or modifications, deemed by Representative, in its sole discretion, to be necessary or appropriate, under this Agreement, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith; (e) to enforce, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any claim against Purchaser arising under this Agreement; (f) to engage attorneys, accountants and other agents at the expense of Equityholders and their respective successors and permitted assigns in connection with any claim arising under this Agreement; (g) to receive the Representative hereunder shall Expense Amount as a fund (the “Representative Expense Fund”) for the payment of all costs and expenses incurred by or on behalf of Representative in its capacity as such in connection with any dispute or claim under this Agreement; provided, however, that Representative’s retention of any amounts in the Representative Expense Fund will not be binding upon each and all used as evidence that Equityholders have any obligation hereunder; (h) to amend this Agreement (other than this Section 8.2) or any of the Stockholders instruments to be delivered to Purchaser by such Equityholder pursuant to this Agreement; and their successors(i) to give such instructions and to take such action or refrain from taking such action, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, as if expressly confirmed and ratified Representative deems, in writing by each of them. Without limiting its sole discretion, necessary or appropriate to carry out the generality of the foregoing, the Representative shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise and settle any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Stockholders and their successors. The Stockholders have consented to the appointment of the Representative as representative of the Stockholders and as the attorney-in-fact and agent for and on behalf of each Stockholder for the purposes of taking actions and executing agreements and documents on behalf of any of the Stockholders as provided in this Agreement, and, subject to the express limitations set forth below, the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including, but not limited to, including the exercise of the power all rights granted to authorize delivery to TriZetto of Escrowed Property Equityholder and to take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing such Equityholder’s successors and all of the other terms, conditions and limitations of this Agreement. The Representative will have unlimited authority and power to act on behalf of each Stockholder with respect to this Agreement and the disposition, settlement or other handling of all claims, rights or obligations arising permitted assigns under this Agreement with respect to Escrowed Property so long as all Stockholders are treated in the same manner (unless the Stockholders otherwise consent). The Stockholders will be bound by all actions taken by the Representative in connection with this Agreement, and TriZetto will be entitled to rely on or any action or decision of the Representativeother Transaction Document.

Authority of Representative. The Representative shall have full power and authority to represent the Stockholders Novaxxx Xxxurityholders and their successors with respect to all matters arising under this Agreement or related to the subject matter hereof and all actions taken by the Representative hereunder shall be binding upon each and all of the Stockholders Novaxxx Xxxurityholders and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Representative shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise and settle any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Stockholders Novaxxx Xxxurityholders and their successors. The Stockholders Novaxxx Xxxurityholders have consented to the appointment of the Representative as representative of the Stockholders Novaxxx Xxxurityholders and as the attorney-in-fact and agent for and on behalf of each Stockholder Novaxxx Xxxurityholder for the purposes of taking actions and executing agreements and documents on behalf of any of the Stockholders Novaxxx Xxxurityholders as provided in this Agreement, and, subject to the express limitations set forth below, the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including, but not limited to, the exercise of the power to authorize delivery to TriZetto of Escrowed Property and to take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. The Representative will have unlimited authority and power to act on behalf of each Stockholder Novaxxx Xxxurityholder with respect to this Agreement and the disposition, settlement or other handling of all claims, rights or obligations arising under this Agreement with respect to Escrowed Property so long as all Stockholders Novaxxx Xxxurityholders are treated in the same manner (unless the Stockholders Novaxxx Xxxurityholders otherwise consent). The Stockholders Novaxxx Xxxurityholders will be bound by all actions taken by the Representative in connection with this Agreement, and TriZetto will be entitled to rely on any action or decision of the Representative.