Common use of Authority of Representative Clause in Contracts

Authority of Representative. The Shareholders hereby consent to and approve (i) the use of the Escrow Shares as collateral for the Shareholder's indemnification obligations under Section 11.2 of the Combination Agreement in the manner set forth in this Agreement, (ii) the appointment of the Representative under this Agreement and as the attorney-in-fact and agent for and on behalf of each Shareholder and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement (including, without limitation, the exercise of the power to: (a) authorize delivery to VERITAS of Escrow Shares in satisfaction of claims by VERITAS; (b) agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims; (c) resolve any claim made by Indemnified Persons pursuant to Section 11.2 of the Combination Agreement; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing) and (iii) to all of the other terms, conditions and limitations in this Agreement. (a) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders on whose behalf the Escrow Shares were contributed to the Escrow Account shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative, but excluding loss of profits, special, punitive or consequential damages. (b) A decision, act, consent or instruction of the Representative shall constitute a decision of all the Shareholders and shall be final, binding and conclusive upon each of such Shareholders, and the Escrow Agent and VERITAS may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each such Shareholder. The Escrow Agent and VERITAS are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative.

Authority of Representative. The Representative shall have full power and authority to represent the CSI Shareholders hereby consent and their successors with respect to all matters arising under this Agreement or related to the subject matter hereof and approve (i) all actions taken by the use Representative hereunder shall be binding upon each and all of the Escrow Shares CSI Shareholders (including the CSI Shareholders) and their successors, as collateral for if expressly confirmed and ratified in writing by each of them. Without limiting the Shareholder's indemnification obligations under Section 11.2 generality of the Combination Agreement in foregoing, the manner set forth in 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 CSI Shareholders (iiincluding the CSI Shareholders) and their successors. The CSI Shareholders (with respect to the Escrowed Property, in their capacity as CSI Shareholders) have consented to the appointment of the Representative under this Agreement as representative of the 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 CSI Shareholder for the purposes of taking actions and executing agreements and documents on behalf of any of the 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 the Representative him under this Agreement (Agreement, including, without limitationbut not limited to, the exercise of the power to: (a) to authorize delivery to VERITAS Platinum of Escrow Shares in satisfaction of claims by VERITAS; (b) agree to, negotiate, enter into settlements Escrowed Property and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims; (c) resolve any claim made by Indemnified Persons pursuant to Section 11.2 of the Combination Agreement; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing) foregoing and (iii) to all of the other terms, conditions and limitations in of this Agreement. (a) . The Representative shall not be liable for any will have unlimited authority and power to act done on behalf of each CSI Shareholder with respect to this Agreement and the disposition, settlement or omitted hereunder other handling of all claims, rights or obligations arising under this Agreement with respect to Escrowed Property so long as Representative while acting in good faith and all CSI Shareholders are treated in the exercise of reasonable judgmentsame manner (unless the CSI Shareholders otherwise consent). The CSI Shareholders on whose behalf the Escrow Shares were contributed to the Escrow Account shall severally indemnify will be bound by all actions taken by the Representative and hold the Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative, but excluding loss of profits, special, punitive or consequential damages. (b) A decision, act, consent or instruction of the Representative shall constitute a decision of all the Shareholders and shall be final, binding and conclusive upon each of such Shareholdersthis Agreement, and the Escrow Agent and VERITAS may Platinum will be entitled to rely upon on any such decision, act, consent action or instruction of the Representative as being the decision, act, consent or instruction of each such Shareholder. The Escrow Agent and VERITAS are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction decision of the Representative.

Authority of Representative. The Shareholders hereby consent to and approve (i) Without limiting the use of the Escrow Shares as collateral for the Shareholder's indemnification obligations under authority granted in Section 11.2 of the Combination Agreement in the manner set forth in this Agreement8.1, (ii) the appointment of the Representative under this Agreement and as the attorney-in-fact and agent for and each Equityholder, on behalf of each Shareholder himself, herself or itself and the taking by the such Equityholder’s successors and permitted assigns, hereby irrevocably grants Representative of any full power and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement (including, without limitation, the exercise of the power toauthority: (a) authorize to 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 VERITAS of Escrow Shares in satisfaction of claims by VERITASbe appropriate to consummate this Agreement; (b) agree toto make decisions on behalf of Equityholders and their respective successors and permitted assigns with respect to the Transactions and matters contemplated under this Agreement or any other Transaction Document; (c) to (i) dispute or refrain from disputing, negotiateon behalf of such Equityholder and such Equityholder’s successors and permitted assigns, enter into settlements any claim made by Purchaser or any other Person under this Agreement; (ii) negotiate and compromises compromise, on behalf of such Equityholder and demand arbitration such Equityholder’s successors and comply with orders 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 courts such Equityholder and awards of arbitrators such Equityholder’s successors and permitted assigns, any settlement agreement, release or other document with respect to such claimsdispute or remedy; (cd) resolve to give or agree to, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any and all 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 made 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 Expense Amount as a fund (the “Representative Expense Fund”) for the payment of all costs and expenses incurred by Indemnified Persons 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 used as evidence that Equityholders have any obligation hereunder; (h) to amend this Agreement (other than this Section 8.2) or any of the instruments to be delivered to Purchaser by such Equityholder pursuant to Section 11.2 of the Combination this Agreement; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing) and (iiii) to all 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 Representative deems, in its sole discretion, necessary or appropriate to carry out the other terms, conditions and limitations in provisions of this Agreement. (a) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and in , including the exercise of reasonable judgment. The Shareholders on whose behalf the Escrow Shares were contributed all rights granted to the Escrow Account shall severally indemnify the Representative Equityholder and hold the Representative harmless against such Equityholder’s successors and permitted assigns under this Agreement or any loss, liability or expense incurred without negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative, but excluding loss of profits, special, punitive or consequential damagesother Transaction Document. (b) A decision, act, consent or instruction of the Representative shall constitute a decision of all the Shareholders and shall be final, binding and conclusive upon each of such Shareholders, and the Escrow Agent and VERITAS may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each such Shareholder. The Escrow Agent and VERITAS are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative.

Authority of Representative. The Shareholders hereby consent Representative shall have full power and authority to represent the Escrow Indemnitors and approve (i) their successors with respect to all matters arising under this Agreement or related to the use subject matter hereof and all actions taken by the Representative hereunder shall be binding upon each and all of the Escrow Shares Indemnitors and their successors, as collateral for if expressly confirmed and ratified in writing by each of them. Without limiting the Shareholder's indemnification obligations under Section 11.2 generality of the Combination Agreement in foregoing, the manner set forth in 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 Escrow Indemnitors and their successors. The Escrow Indemnitors (iiwith respect to the Escrowed Property, in their capacity as Escrow Indemnitors) have consented to the appointment of the Representative under this Agreement as representative of the 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 Shareholder Escrow Indemnitor for the purposes of taking actions and executing agreements and documents on behalf of any of the 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 the Representative him under this Agreement (Agreement, including, without limitationbut not limited to, the exercise of the power to: (a) to authorize delivery to VERITAS Elmer's of Escrow Shares in satisfaction of claims by VERITAS; (b) agree to, negotiate, enter into settlements Escrowed Property and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims; (c) resolve any claim made by Indemnified Persons pursuant to Section 11.2 of the Combination Agreement; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing) foregoing and (iii) to all of the other terms, conditions and limitations in of this Agreement. (a) . The Representative shall not be liable for any will have unlimited authority and power to act done on behalf of each Escrow Indemnitor with respect to this Agreement and the disposition, settlement or omitted hereunder other handling of all claims, rights or obligations arising under this Agreement with respect to Escrowed Property so long as Representative while acting in good faith and all Escrow Indemnitors are treated in the exercise of reasonable judgmentsame manner (unless the Escrow Indemnitors otherwise consent). The Shareholders on whose behalf the Escrow Shares were contributed to the Escrow Account shall severally indemnify Indemnitors will be bound by all actions taken by the Representative and hold the Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative, but excluding loss of profits, special, punitive or consequential damages. (b) A decision, act, consent or instruction of the Representative shall constitute a decision of all the Shareholders and shall be final, binding and conclusive upon each of such Shareholdersthis Agreement, and the Escrow Agent and VERITAS may Elmer's will be entitled to rely upon on any such decision, act, consent action or instruction of the Representative as being the decision, act, consent or instruction of each such Shareholder. The Escrow Agent and VERITAS are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction decision of the Representative.

Authority of Representative. The Shareholders hereby consent to and approve (ia) the use of the Escrow Shares as collateral for the Shareholder's indemnification obligations under Section 11.2 of the Combination Agreement in the manner set forth in this Agreement, (ii) the appointment of Each Member hereunder irrevocably appoints the Representative under this Agreement to represent it and act 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 Shareholder such Member thereunder and (ii) any adjustment, disposition, settlement or other handling of any amounts or claims under Sections 1.4 and 1.5 and all rights or obligations arising under Article VIII. Except to the taking 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 of any and all actions such actions, omissions, notices, communications and the making of any decisions required or permitted to be taken determinations by the Representative under this Agreement (including, without limitation, the exercise of the power to: (a) authorize delivery to VERITAS of Escrow Shares in satisfaction of claims by VERITAS; (b) agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators pursuant or with respect to any provision of a Transaction Document shall conclusively be deemed to have been authorized by, and shall be binding upon and made on behalf of such claims; (c) resolve Member. Purchaser shall be entitled to rely on any claim made by Indemnified Persons pursuant to Section 11.2 of the Combination Agreement; and (d) take all actions necessary in the judgment action or decision of the Representative for as the accomplishment act, omission, notice, communication or determination of the foregoing) and (iii) to all of the other terms, conditions and limitations in this Agreement. (a) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and in the exercise of reasonable judgmenteach Member. The Shareholders on whose behalf the Escrow Shares were contributed Members hereby agree to the Escrow Account shall jointly and severally indemnify and hold harmless the Representative from and hold the Representative harmless against (i) any loss, liability or expense Losses incurred without gross negligence or bad faith willful misconduct on the part of the Representative and arising out of or in connection with the acceptance acceptance, performance or administration 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's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative, but excluding loss of profits, special, punitive or consequential damages. (b) A decision, act, consent or instruction of the . The Representative shall constitute a decision of all have sole responsibility for allocating the Shareholders and shall be final, binding and conclusive upon each of such Shareholders, Purchase Price among the Members and the Escrow Agent participants in the Phantom Equity Plan and VERITAS may rely upon neither Parent, Purchaser nor any such decisionof their Affiliates (including, actfollowing the Closing, consent the Companies) shall have any obligation or instruction of the Representative as being the decision, act, consent or instruction of each such Shareholder. The Escrow Agent and VERITAS are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representativetherefor whatsoever.

Authority of Representative. The Shareholders hereby consent Representative shall have full power and authority to represent the Stockholders and approve (i) their successors with respect to all matters arising under this Agreement or related to the use subject matter hereof and all actions taken by the Representative hereunder shall be binding upon each and all of the Escrow Shares Stockholders and their successors, as collateral for if expressly confirmed and ratified in writing by each of them. Without limiting the Shareholder's indemnification obligations under Section 11.2 generality of the Combination Agreement in foregoing, the manner set forth in Representative shall have full power and authority to interpret all of the terms and provisions of this Agreement, (ii) 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 under this Agreement as representative of the Stockholders and as the attorney-in-fact and agent for and on behalf of each Shareholder 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 the Representative him under this Agreement (Agreement, including, without limitationbut not limited to, the exercise of the power to: (a) to authorize delivery to VERITAS TriZetto of Escrow Shares in satisfaction of claims by VERITAS; (b) agree to, negotiate, enter into settlements Escrowed Property and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims; (c) resolve any claim made by Indemnified Persons pursuant to Section 11.2 of the Combination Agreement; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing) foregoing and (iii) to all of the other terms, conditions and limitations in of this Agreement. (a) . The Representative shall not be liable for any will have unlimited authority and power to act done on behalf of each Stockholder with respect to this Agreement and the disposition, settlement or omitted hereunder other handling of all claims, rights or obligations arising under this Agreement with respect to Escrowed Property so long as Representative while acting in good faith and all Stockholders are treated in the exercise of reasonable judgmentsame manner (unless the Stockholders otherwise consent). The Shareholders on whose behalf the Escrow Shares were contributed to the Escrow Account shall severally indemnify Stockholders will be bound by all actions taken by the Representative and hold the Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative, but excluding loss of profits, special, punitive or consequential damages. (b) A decision, act, consent or instruction of the Representative shall constitute a decision of all the Shareholders and shall be final, binding and conclusive upon each of such Shareholdersthis Agreement, and the Escrow Agent and VERITAS may TriZetto will be entitled to rely upon on any such decision, act, consent action or instruction of the Representative as being the decision, act, consent or instruction of each such Shareholder. The Escrow Agent and VERITAS are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction decision of the Representative.

Authority of Representative. The Shareholders hereby consent to and approve We authorize you, as Representative of the several Underwriters, (i) to act as our representative in all matters concerning the use Underwriting Agreement, this Agreement, and the purchase, carrying, sale and distribution of the Escrow Shares as collateral for the Shareholder's indemnification obligations under Section 11.2 of the Combination Agreement in the manner set forth in this AgreementSecurities thereunder, (ii) to exercise all authority vested in the appointment of Underwriters or the Representative under this Agreement and as the attorney-in-fact and agent for and on behalf of each Shareholder and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement (includingUnderwriting Agreement, without limitation, the exercise of the power to: (a) authorize delivery to VERITAS of Escrow Shares in satisfaction of claims by VERITAS; (b) agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims; (c) resolve any claim made by Indemnified Persons pursuant to Section 11.2 of the Combination Agreement; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing) 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 other terms, conditions time of the public offering and limitations in this Agreement. (a) The Representative shall not the furnishing to the Company of the information to be liable for any act done or omitted hereunder as Representative while acting in good faith and included in the exercise of reasonable judgment. The Shareholders on whose behalf the Escrow Shares were contributed Prospectus with respect to the Escrow Account shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the part terms of the Representative and arising out 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 or the Prospectus to be used in connection with the acceptance or administration offering of the Representative's duties hereunderSecurities. We authorize you on our behalf, including in your discretion, to approve or object to any amendments or supplements to the reasonable fees Registration Statement or the Prospectus. We authorize you to reserve for sale and expenses of any legal counsel retained by the Representative, but excluding loss of profits, special, punitive or consequential damages. to sell for our account (a) to institutions and other retail purchasers and (b) A decisionto dealers selected by you ("Selected Dealers"), actincluding Underwriters, consent 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 instruction securities business, and who are either (i) members in good standing of the Representative shall constitute a decision National Association of all Securities Dealers, Inc., ("NASD") and who agree in writing to comply with Section 24 of the Shareholders NASD's Rules of Fair Practice (the "Rules") or (ii) foreign dealers who are not eligible for membership in the NASD and shall be final(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, binding 24 and conclusive upon each 36 of Article III of such ShareholdersRules 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 Escrow Agent accounts of Underwriters designated by a purchaser, aggregate sales of Securities to institutions and VERITAS may rely upon any such decision, act, consent or instruction other retail purchasers will be made for the accounts of the Representative several Underwriters as being nearly as practicable in proportion to their respective Underwriting Commitments. Sales of Securities to Selected Dealers will be made for the decision, act, consent or instruction of each such Shareholder. The Escrow Agent and VERITAS are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction accounts of the Representativeseveral 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 Shareholders hereby consent to Each Seller and approve (i) the use of the Escrow Shares as collateral for the Shareholder's indemnification obligations under Section 11.2 of the Combination Agreement in the manner set forth in this Agreement, (ii) the appointment of AWAC hereunder irrevocably appoints the Representative under this Agreement to represent it and act 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 Shareholder such Seller or AWAC thereunder, (ii) any adjustment, disposition, settlement or other handling of any amounts or claims under Sections 1.4 and 1.5 and all rights or obligations arising under Article VIII, (iii) effecting service of process and (iv) effecting any waiver or amendment of a Transaction Document. Except to the taking 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 of any and all actions such actions, omissions, notices, communications and the making of any decisions required or permitted to be taken determinations by the Representative under this Agreement (including, without limitation, the exercise of the power to: (a) authorize delivery to VERITAS of Escrow Shares in satisfaction of claims by VERITAS; (b) agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators pursuant or with respect to any provision of a Transaction Document shall conclusively be deemed to have been authorized by, and shall be binding upon and made on behalf of such claims; (c) resolve Seller or AWAC. Parent and Purchaser shall be entitled to rely on any claim made by Indemnified Persons pursuant 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 Section 11.2 of the Combination Agreement; jointly and (d) take all actions necessary in the judgment of severally indemnify and hold harmless the Representative for the accomplishment of the foregoingfrom and against (i) and (iii) to all of the other terms, conditions and limitations in this Agreement. (a) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders on whose behalf the Escrow Shares were contributed to the Escrow Account shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense Losses incurred without gross negligence or bad faith willful misconduct on the part of the Representative and arising out of or in connection with the acceptance acceptance, performance or administration 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's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative, but excluding loss of profits, special, punitive or consequential damages. (b) A decision, act, consent or instruction of the . The Representative shall constitute a decision 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 all their affiliates (including, following the Shareholders 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 be final, binding comply with applicable income and conclusive upon each payroll tax withholding obligations in respect of such Shareholders, and the Escrow Agent and VERITAS may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each such Shareholder. The Escrow Agent and VERITAS are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representativecompensation income.

Authority of Representative. The Shareholders hereby consent Representative shall have full power and authority to represent the Opmaxx Common Stockholders and approve (i) their successors with respect to all matters arising under this Agreement or related to the use subject matter hereof and all actions taken by the Representative hereunder shall be binding upon each and all of the Escrow Shares Opmaxx Common Stockholders and their successors, as collateral for if expressly confirmed and ratified in writing by each of them. Without limiting the Shareholder's indemnification obligations under Section 11.2 generality of the Combination Agreement in foregoing, the manner set forth in 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 hereto, on behalf of the Opmaxx Common Stockholders and their successors. The Opmaxx Common Stockholders (iiwith respect to the Additional Merger Consideration) have consented to the appointment of the Representative under this Agreement 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 Shareholder 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 the Representative him under this Agreement (Agreement, including, without limitationbut not limited to, the exercise of the power to: (a) to authorize delivery to VERITAS Fluence of Escrow Shares in satisfaction of claims by VERITAS; (b) agree to, negotiate, enter into settlements Additional Merger Consideration and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims; (c) resolve any claim made by Indemnified Persons pursuant to Section 11.2 of the Combination Agreement; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing) foregoing and (iii) to all of the other terms, conditions and limitations in of this Agreement. (a) . The Representative shall not be liable for any will have unlimited authority and power to act done on behalf of each Opmaxx Common Stockholder with respect to this Agreement and the disposition, settlement or omitted hereunder other handling of all claims, rights or obligations arising under this Agreement with respect to Additional Merger Consideration so long as Representative while acting in good faith and all Opmaxx Common Stockholders are treated in the exercise of reasonable judgmentsame manner (unless the Opmaxx Common Stockholders otherwise consent). The Shareholders on whose behalf the Escrow Shares were contributed to the Escrow Account shall severally indemnify Opmaxx Common Stockholders will be bound by all actions taken by the Representative and hold the Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative, but excluding loss of profits, special, punitive or consequential damages. (b) A decision, act, consent or instruction of the Representative shall constitute a decision of all the Shareholders and shall be final, binding and conclusive upon each of such Shareholdersthis Agreement, and the Escrow Agent and VERITAS may Fluence will be entitled to rely upon on any such decision, act, consent action or instruction of the Representative as being the decision, act, consent or instruction of each such Shareholder. The Escrow Agent and VERITAS are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction decision of the Representative.

Authority of Representative. The Shareholders hereby consent to and approve (i) Without limiting the use of the Escrow Shares as collateral for the Shareholder's indemnification obligations under authority granted in Section 11.2 of the Combination Agreement in the manner set forth in this Agreement8.1, (ii) the appointment of the Representative under this Agreement and as the attorney-in-fact and agent for and each Equityholder, on behalf of each Shareholder himself, herself or itself and the taking by the such Equityholder’s successors and permitted assigns, hereby irrevocably grants Representative of any full power and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement (including, without limitation, the exercise of the power toauthority: (a) authorize to 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 VERITAS of Escrow Shares in satisfaction of claims by VERITASbe appropriate to consummate this Agreement; (b) agree toto make decisions on behalf of Equityholders and their respective successors and permitted assigns with respect to the Transactions, negotiatethe Other Transactions, enter into settlements and compromises matters contemplated under this Agreement or any other Transaction Document, including adjustments to the Merger Consideration pursuant to Section 2.7; (c) to (i) dispute or refrain from disputing, on behalf of such Equityholder and demand arbitration such Equityholder’s successors and comply with orders permitted assigns, any claim made by Purchaser or any other Person under this Agreement; (ii) negotiate and compromise, on behalf of courts such Equityholder and awards 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 arbitrators such Equityholder and such Equityholder’s successors and permitted assigns, any settlement agreement, release or other document with respect to such claimsdispute or remedy; (cd) resolve to give or agree to, on behalf of such Equityholder and such Equityholder’s successors and permitted assigns, any and all 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 made 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 Expense Amount as a fund (the “Representative Expense Fund”) for the payment of all costs and expenses incurred by Indemnified Persons 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 used as evidence that Equityholders have any obligation hereunder; (h) to amend this Agreement (other than this Section 8.2) or any of the instruments to be delivered to Purchaser by such Equityholder pursuant to Section 11.2 of the Combination this Agreement; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing) and (iiii) to all 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 Representative deems, in its sole discretion, necessary or appropriate to carry out the other terms, conditions and limitations in provisions of this Agreement. (a) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and in , including the exercise of reasonable judgment. The Shareholders on whose behalf the Escrow Shares were contributed all rights granted to the Escrow Account shall severally indemnify the Representative Equityholder and hold the Representative harmless against such Equityholder’s successors and permitted assigns under this Agreement or any loss, liability or expense incurred without negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative, but excluding loss of profits, special, punitive or consequential damagesother Transaction Document. (b) A decision, act, consent or instruction of the Representative shall constitute a decision of all the Shareholders and shall be final, binding and conclusive upon each of such Shareholders, and the Escrow Agent and VERITAS may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each such Shareholder. The Escrow Agent and VERITAS are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative.

Authority of Representative. The Shareholders hereby consent Representative shall have full power and authority to represent the Novaxxx Xxxurityholders and approve (i) their successors with respect to all matters arising under this Agreement or related to the use subject matter hereof and all actions taken by the Representative hereunder shall be binding upon each and all of the Escrow Shares Novaxxx Xxxurityholders and their successors, as collateral for if expressly confirmed and ratified in writing by each of them. Without limiting the Shareholder's indemnification obligations under Section 11.2 generality of the Combination Agreement in foregoing, the manner set forth in Representative shall have full power and authority to interpret all of the terms and provisions of this Agreement, (ii) to compromise and settle any claims asserted hereunder and to authorize payments to be made with respect thereto, on behalf of the Novaxxx Xxxurityholders and their successors. The Novaxxx Xxxurityholders have consented to the appointment of the Representative under this Agreement as representative of the Novaxxx Xxxurityholders and as the attorney-in-fact and agent for and on behalf of each Shareholder Novaxxx Xxxurityholder for the purposes of taking actions and executing agreements and documents on behalf of any of the 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 the Representative him under this Agreement (Agreement, including, without limitationbut not limited to, the exercise of the power to: (a) to authorize delivery to VERITAS TriZetto of Escrow Shares in satisfaction of claims by VERITAS; (b) agree to, negotiate, enter into settlements Escrowed Property and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims; (c) resolve any claim made by Indemnified Persons pursuant to Section 11.2 of the Combination Agreement; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing) foregoing and (iii) to all of the other terms, conditions and limitations in of this Agreement. (a) . The Representative shall not be liable for any will have unlimited authority and power to act done on behalf of each Novaxxx Xxxurityholder with respect to this Agreement and the disposition, settlement or omitted hereunder other handling of all claims, rights or obligations arising under this Agreement with respect to Escrowed Property so long as Representative while acting in good faith and all Novaxxx Xxxurityholders are treated in the exercise of reasonable judgmentsame manner (unless the Novaxxx Xxxurityholders otherwise consent). The Shareholders on whose behalf the Escrow Shares were contributed to the Escrow Account shall severally indemnify Novaxxx Xxxurityholders will be bound by all actions taken by the Representative and hold the Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative, but excluding loss of profits, special, punitive or consequential damages. (b) A decision, act, consent or instruction of the Representative shall constitute a decision of all the Shareholders and shall be final, binding and conclusive upon each of such Shareholdersthis Agreement, and the Escrow Agent and VERITAS may TriZetto will be entitled to rely upon on any such decision, act, consent action or instruction of the Representative as being the decision, act, consent or instruction of each such Shareholder. The Escrow Agent and VERITAS are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction decision of the Representative.