Common use of Authority of Representative Clause in Contracts

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 hereto, 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 Fluence of 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 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 Fluence will be entitled to rely on any action or decision of the Representative.

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 heretothereto, 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 Fluence TriZetto of Additional Merger Consideration 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 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 Additional Merger Consideration Escrowed Property 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 Fluence TriZetto will be entitled to rely on any action or decision of the Representative.

Authority of Representative. The Representative shall have full power and authority to represent the Opmaxx Common 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 Opmaxx Common 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 heretothereto, on behalf of the Opmaxx Common Stockholders CSI Shareholders (including the CSI Shareholders) and their successors. The Opmaxx Common Stockholders CSI Shareholders (with respect to the Additional Merger ConsiderationEscrowed Property, in their capacity as CSI Shareholders) have consented to the appointment of the Representative as representative of the Opmaxx Common Stockholders CSI Shareholders (with respect to the Additional Merger ConsiderationEscrowed Property, in their capacity as CSI Shareholders) and as the attorney-in-fact and agent for and on behalf of each Opmaxx Common Stockholder CSI Shareholder for the purposes of taking actions and executing agreements and documents on behalf of any of the Opmaxx Common 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 Fluence Platinum of Additional Merger Consideration 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 Opmaxx Common 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 Additional Merger Consideration Escrowed Property so long as all Opmaxx Common Stockholders CSI Shareholders are treated in the same manner (unless the Opmaxx Common Stockholders CSI Shareholders otherwise consent). The Opmaxx Common Stockholders CSI Shareholders will be bound by all actions taken by the Representative in connection with this Agreement, and Fluence Platinum will be entitled to rely on any action or decision of the Representative.

Authority of Representative. The Representative shall have full power and authority to represent the Opmaxx Common 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 Opmaxx Common 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 heretothereto, on behalf of the Opmaxx Common Stockholders Escrow Indemnitors and their successors. The Opmaxx Common Stockholders Escrow Indemnitors (with respect to the Additional Merger ConsiderationEscrowed Property, in their capacity as Escrow Indemnitors) have consented to the appointment of the Representative as representative of the Opmaxx Common Stockholders Escrow Indemnitors (with respect to the Additional Merger ConsiderationEscrowed Property, in their capacity as Escrow Indemnitors) and as the attorney-in-fact and agent for and on behalf of each Opmaxx Common Stockholder Escrow Indemnitor for the purposes of taking actions and executing agreements and documents on behalf of any of the Opmaxx Common 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 Fluence Elmer's of Additional Merger Consideration 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 Opmaxx Common 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 Additional Merger Consideration Escrowed Property so long as all Opmaxx Common Stockholders Escrow Indemnitors are treated in the same manner (unless the Opmaxx Common Stockholders Escrow Indemnitors otherwise consent). The Opmaxx Common Stockholders Escrow Indemnitors will be bound by all actions taken by the Representative in connection with this Agreement, and Fluence Elmer's will be entitled to rely on any action or decision of the Representative.

Authority of Representative. The Representative shall have full power and authority to represent the Opmaxx Common 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 Opmaxx Common 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 heretothereto, on behalf of the Opmaxx Common Stockholders Novaxxx Xxxurityholders and their successors. The Opmaxx Common Stockholders (with respect to the Additional Merger Consideration) Novaxxx Xxxurityholders have consented to the appointment of the Representative as representative of the Opmaxx Common Stockholders (with respect to the Additional Merger Consideration) Novaxxx Xxxurityholders and as the attorney-in-fact and agent for and on behalf of each Opmaxx Common Stockholder Novaxxx Xxxurityholder for the purposes of taking actions and executing agreements and documents on behalf of any of the Opmaxx Common 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 Fluence TriZetto of Additional Merger Consideration 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 Opmaxx Common 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 Additional Merger Consideration Escrowed Property so long as all Opmaxx Common Stockholders Novaxxx Xxxurityholders are treated in the same manner (unless the Opmaxx Common Stockholders Novaxxx Xxxurityholders otherwise consent). The Opmaxx Common Stockholders Novaxxx Xxxurityholders will be bound by all actions taken by the Representative in connection with this Agreement, and Fluence TriZetto will be entitled to rely on any action or decision of the Representative.