Common use of Authorization of Representative Clause in Contracts

Authorization of Representative. By virtue of the approval of the Merger and the adoption of this Agreement by the Stockholders and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each of the Stockholders shall be deemed to have agreed to appoint the Representative, as its agent and attorney-in-fact, as the Representative for and on behalf of the Stockholders to give and receive notices and communications, to authorize payment to any Parent Indemnified Person from the Escrow Fund in satisfaction of Parent Indemnification Claims pursuant to Section 10.2, to object to such payments, to 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, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Parent Indemnified Persons against any Stockholder or by any such Stockholder against any Parent Indemnified Persons or any dispute between any Parent Indemnified Persons and any such Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (a) necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing or (b) specifically provided for by the terms of this Agreement or the Escrow Agreement. The Representative may resign or such agency may be changed by the Stockholders from time to time upon not less than 10 days prior written notice to Parent; provided, however, that the Representative may not be removed unless holders of a majority of the aggregate number of Outstanding Series A-1 Shares and Outstanding Common Shares immediately prior to the Effective Time agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Representative may be filled by the holders of a majority of the aggregate number of Outstanding Series A-1 Shares and Outstanding Common Shares immediately prior to the Effective Time. No bond shall be required of the Representative and the Representative shall not receive any compensation for its services other than pursuant to the terms of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from the Stockholders. Each Stockholder hereby agrees to receive correspondence from the Representative.

Authorization of Representative. (a) By virtue of the approval of the Merger and the adoption of this Agreement by the Stockholders Sellers, and receiving without further action by any such Seller, the benefits thereofRepresentative is hereby appointed, including the right authorized and empowered to receive the consideration payable in connection with the Mergeract as an agent, each of the Stockholders shall be deemed to have agreed to appoint the Representative, as its agent representative and attorney-in-factfact for each of the Sellers in connection with and to facilitate the consummation of the Transactions, as including pursuant to the Escrow Agreement and the matters related to (w) the Merger Consideration contemplated by Section 1.10, (x) the payment of amounts from the Representative Expense Fund Amount, (y) the preparation and filing of the Tax Returns with respect to the Group Companies contemplated by Section 8.1 and (z) all other such items and matters set forth in this Agreement and the other Transaction Documents contemplating participation by the Representative (collectively, “Representative Actions”), in each case with the power and authority, including the power of substitution, acting in the name of or for and on behalf of each Seller, and subject to the Stockholders limitations set forth herein or therein: (i) to give execute and deliver and receive notices such waivers and communicationsconsents as the Representative, in its sole discretion, may deem necessary or desirable; (ii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Representative Expense Fund Amount, and, subject to any applicable withholding Laws, and net of any out-of-pocket expenses incurred by the Representative, disburse and pay the same to each Seller in accordance with such Seller’s Pro Rata Share; (iii) to authorize payment to the release of any Parent Indemnified Person funds from the Escrow Fund Account in satisfaction accordance with this Agreement and the Escrow Agreement; (iv) to authorize the release of Parent Indemnification Claims pursuant any funds held by the Representative in accordance with this Agreement; (v) to Section 10.2, to object to such payments, to agree to, negotiate, enter into settlements enforce and compromises of, protect the rights and demand arbitration interests of the Sellers and comply with orders the Representative arising out of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, or under or in any other claim by any Parent Indemnified Persons against any Stockholder or by any such Stockholder against any Parent Indemnified Persons or any dispute between any Parent Indemnified Persons and any such Stockholder, in each case manner relating to this Agreement or the transactions contemplated herebyany Representative Action, and to take any and all other actions that which the Representative believes are either (a) necessary or appropriate in the judgment respect thereof, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent, Merger Sub and/or any of the Group Companies (after the Closing), consenting to, compromising or settling any such Claims, conducting negotiations with Parent, Merger Sub, the Group Companies (after the Closing) and their representatives regarding such Claims; (vi) to refrain from enforcing any right of any Seller and/or the Representative arising out of or under or in any manner relating to any Representative Action in connection with the foregoing; provided, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement shall be deemed a waiver of any such right or interest by the Representative or by the Sellers unless such waiver is in writing signed by the waiving party or by the Representative; (vii) to make, execute, acknowledge, deliver and receive all such other agreements, guarantees, Orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Representative Actions, and all other agreements, documents or instruments executed in connection therewith; and (viii) take all such other actions as the 66 Representative shall deem necessary or appropriate, in its discretion, for the accomplishment of the foregoing or (b) specifically provided for by and the terms consummation of this Agreement or the Escrow AgreementTransactions. The Representative may resign or such agency may be changed by the Stockholders from time to time upon not less than 10 days prior written notice to Parent; provided, however, Parties acknowledge and agree that the Representative may not be removed unless holders of a majority of the aggregate number of Outstanding Series A-1 Shares appointment, authorization and Outstanding Common Shares immediately prior to the Effective Time agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Representative may be filled by the holders of a majority of the aggregate number of Outstanding Series A-1 Shares and Outstanding Common Shares immediately prior to the Effective Time. No bond shall be required empowerment of the Representative and the Representative set forth in this Section 9.13(a) shall not receive include any compensation matter specifically reserved for its services other than pursuant to the terms of a Seller in this Agreement. Notices or communications to or from the Representative shall constitute notice to or from the Stockholders. Each Stockholder hereby agrees to receive correspondence from the Representative.

Authorization of Representative. By virtue of the approval of the Merger Transactions and the adoption of this Agreement by the Stockholders Sellers and receiving without any further action of any of the benefits thereof, including Sellers or the right to receive the consideration payable in connection with the MergerCompany, each of Seller (other than the Stockholders shall be deemed to have agreed to appoint Future Fund) hereby irrevocably constitutes and appoints the Representative, Representative as its such Seller’s true and lawful exclusive agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in such Seller’s name and on such Seller’s behalf with respect to all matters arising from or in any way relating to this Agreement, the other Transaction Agreements and the Transactions and, including to do or refrain from doing all things and to perform or refrain from performing all acts required or deemed advisable, in the Representative’s sole discretion, in connection with the Transactions as fully as such Seller could if then personally present and acting alone, and the Representative hereby accepts such appointment. Without limitation, following the Closing (a) any communication or other delivery validly delivered to the Representative shall be deemed to have been validly delivered to each Seller (other than the Future Fund), (b) any consent given or waiver of any provision of this Agreement or any other Transaction Agreement by the Representative shall be binding upon each and every Seller (other than the Future Fund), and (c) the Representative is hereby authorized to execute for and on behalf of each Seller (other than the Future Fund) any Transaction Agreement, including any engagement, indemnity and other agreements as the Accounting Firm may require as a condition to any engagement contemplated by this Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Sellers (other than Future Fund) will be bound by all actions taken by the Representative hereunder and the other Parties shall be entitled to rely (without investigation) on any action taken by the Representative as being taken by the Representative for and on behalf of each of the Stockholders other Sellers (other than Future Fund), and fully authorized by each Seller(other than Future Fund). Each Seller (other than Future Fund) hereby agrees that for any legal action arising under this Agreement or any other agreement entered into in connection with this Agreement, such Seller may be served legal process as set forth in Section 12.3 for notices to give the Representative and receive notices that service in such manner shall be adequate, and communicationssuch Seller shall not assert any defense or claim that service in such manner was not adequate or sufficient in any court in any jurisdiction. This appointment of exclusive agency and this power of attorney and the immunities and rights to indemnification granted to the Representative Group hereunder: (i) are coupled with an interest shall not be terminated by any act of any Seller (except for the right of the Sellers (other than Future Fund) as a group to appoint a successor Representative to the extent expressly set forth below in this Section 12.16) or by operation of law, to authorize payment to whether by death or incapacity, bankruptcy or liquidation of any Parent Indemnified Person from Seller or by the Escrow Fund occurrence of any other event. and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in satisfaction of Parent Indemnification Claims pursuant to Section 10.2, to object any consideration or other amount that may be payable to such payments, to 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, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim Seller. All actions taken by any Parent Indemnified Persons against any Stockholder or by any such Stockholder against any Parent Indemnified Persons or any dispute between any Parent Indemnified Persons and any such Stockholder, in each case relating to the Representative under this Agreement or the transactions contemplated herebyRepresentative Engagement Agreement shall be binding upon each Seller (other than Future Fund) and such Seller’s successors as if expressly confirmed and ratified in writing by such Seller, and all defenses which may be available to take all other actions that are either (a) necessary any Seller to contest, negate or appropriate in disaffirm the judgment action of the Representative for the accomplishment of the foregoing or (b) specifically provided for by the terms of taken in good faith under this Agreement or the Escrow AgreementRepresentative Engagement Agreement are waived. The Representative may resign or such agency may shall be changed entitled to: (i) rely upon the Allocation Schedule, (ii) rely upon any signature believed by the Stockholders from time it to time upon not less than 10 days prior written notice be genuine, and (iii) reasonably assume that a signatory has proper authorization to Parent; provided, however, that the Representative may not be removed unless holders of a majority sign on behalf of the aggregate number of Outstanding Series A-1 Shares and Outstanding Common Shares immediately prior to the Effective Time agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Representative may be filled by the holders of a majority of the aggregate number of Outstanding Series A-1 Shares and Outstanding Common Shares immediately prior to the Effective Time. No bond shall be required of the Representative and the Representative shall not receive any compensation for its services applicable Seller or other than pursuant to the terms of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from the Stockholders. Each Stockholder hereby agrees to receive correspondence from the Representativeparty.

Authorization of Representative. (a) By virtue of the approval of the Merger and the adoption of this Agreement by the Stockholders Sellers, and receiving without further action by any such Seller, the benefits thereofRepresentative is hereby appointed, including the right authorized and empowered to receive the consideration payable in connection with the Mergeract as an agent, each of the Stockholders shall be deemed to have agreed to appoint the Representative, as its agent representative and attorney-in-factfact for each of the Sellers in connection with and to facilitate the consummation of the Transactions, as including pursuant to the Paying Agent Agreement and the matters related to (w) the Merger Consideration contemplated by Section 1.10, (x) the payment of amounts from the Representative Expense Fund Amount, (y) the preparation and filing of the Tax Returns with respect to the Group Companies contemplated by ARTICLE VIII and (z) all other such items and matters set forth in this Agreement and the other Transaction Agreements contemplating participation by the Representative (collectively, “Representative Actions”), in each case with the power and authority, including power of substitution, acting in the name of or for and on behalf of each Seller, and subject to the Stockholders limitations set forth herein or therein: (i) to give execute and deliver and receive notices such waivers and communicationsconsents as the Representative, in its sole discretion, may deem necessary or desirable; (ii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Representative Expense Fund Amount, and, subject to any applicable withholding Laws, and, net of any out-of-pocket expenses incurred by the Representative, disburse and pay the same to each Seller in accordance with such Seller’s Pro Rata Share; (iii) to authorize payment the set off, reduction, cancellation or the release of any funds from the Holdback Amounts in accordance with this Agreement; (iv) to authorize the release of any funds by the Paying Agent in accordance with this Agreement and the Paying Agent Agreement; (v) to enforce and protect the rights and interests of the Sellers and the Representative arising out of or under or in any manner relating to any Parent Indemnified Person from Representative Action, and to take any and all actions which the Escrow Fund Representative believes are necessary or appropriate in satisfaction respect thereof, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent, Merger Sub and/or any of Parent Indemnification Claims pursuant the Group Companies (after the Closing) or defending any Claim by Parent, Merger Sub and/or any of the Group Companies (after the Closing) against the Sellers relating to Section 10.2this Agreement, to object to consenting to, compromising or settling any such paymentsClaims, to conducting negotiations with Parent, Merger Sub, the Group Companies (after the Closing) and their representatives regarding such Claims; (vi) agree to, object to, negotiate, resolve, enter into settlements and compromises of, and demand arbitration or litigation of, and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators Orders with respect to, indemnification claims by Parent or any other claim Purchaser Indemnitee pursuant to ARTICLE IX; (vii) to refrain from enforcing any right of any Seller or the Representative arising out of or under or in any manner relating to any Representative Action in connection with the foregoing; provided, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement shall be deemed a waiver of any such right or interest by any Parent Indemnified Persons against any Stockholder the Representative or by any the Sellers unless such Stockholder against any Parent Indemnified Persons waiver is in writing signed by the waiving party or any dispute between any Parent Indemnified Persons by the Representative; (viii) to make, execute, acknowledge, deliver and any receive all such Stockholderother agreements, guarantees, Orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in each case relating general, to this Agreement or the transactions contemplated hereby, do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Representative Actions, and all other agreements, documents or instruments executed in connection therewith; and (viii) take all such other actions that are either (a) as the Representative shall deem necessary or appropriate appropriate, in the judgment of the Representative its discretion, for the accomplishment of the foregoing or (b) specifically provided for by and the terms consummation of this Agreement or the Escrow AgreementTransactions. The Representative may resign or such agency may be changed by the Stockholders from time to time upon not less than 10 days prior written notice to Parent; provided, however, Parties acknowledge and agree that the Representative may not be removed unless holders of a majority of the aggregate number of Outstanding Series A-1 Shares appointment, authorization and Outstanding Common Shares immediately prior to the Effective Time agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Representative may be filled by the holders of a majority of the aggregate number of Outstanding Series A-1 Shares and Outstanding Common Shares immediately prior to the Effective Time. No bond shall be required empowerment of the Representative and the Representative set forth in this Section 10.13(a) shall not receive include any compensation matter specifically reserved for its services other than pursuant to the terms of a Seller in this Agreement. Notices or communications to or from the Representative shall constitute notice to or from the Stockholders. Each Stockholder hereby agrees to receive correspondence from the Representative.

Authorization of Representative. (a) By virtue of the approval of the Merger and the adoption of this Agreement by the Stockholders Equityholders and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each terms of the Stockholders shall be deemed CHP Equity Incentive Plan, and without further action by any such Equityholder, the Representative is hereby appointed, authorized and empowered to have agreed to appoint the Representativeact as an agent, as its agent representative and attorney-in-factfact for each of the Equityholders in connection with and to facilitate the consummation of the Transactions, as including pursuant to the Escrow Agreement and the Paying Agent Agreement, and the matters related to (w) the adjustment of the Merger Consideration contemplated by Section 1.10, (x) the payment of amounts from the Representative Expense Fund Amount, including the payment of any Taxes, and payment related to the Representative’s indemnification obligations under ARTICLE IX, (y) the preparation and filing of the Tax Returns with respect to the Group Companies contemplated by ARTICLE VIII and (z) all other such items and matters set forth in this Agreement and the other Transaction Agreements contemplating participation by the Representative (collectively, “Representative Actions”), in each case with the power and authority, including power of substitution (subject to the approval of Parent, which shall not be unreasonably withheld, conditioned or delayed), acting in the name of or for and on behalf of each Equityholder, and subject to the Stockholders limitations set forth herein or therein: (i) to give execute and deliver and receive notices such waivers and communicationsconsents as the Representative, in its sole discretion, may deem necessary or desirable; (ii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Representative Expense Fund Amount, and, subject to any applicable withholding Laws, and net of any out-of-pocket expenses incurred by the Representative, disburse and pay the same to each Equityholder in accordance with such Equityholder’s Pro Rata Share; (iii) to consent to, compromise and settle claims for indemnification pursuant to Article IX, to authorize payment the release of any funds from the Adjustment Escrow Account in accordance with this Agreement and the Escrow Agreement; (iv) to authorize the release of any funds by the Paying Agent in accordance with this Agreement and the Paying Agent Agreement; (v) to enforce and protect the rights and interests of the Equityholders and the Representative arising out of or under or in any manner relating to any Parent Indemnified Person from the Escrow Fund in satisfaction of Parent Indemnification Claims pursuant to Section 10.2, to object to such payments, to 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, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Parent Indemnified Persons against any Stockholder or by any such Stockholder against any Parent Indemnified Persons or any dispute between any Parent Indemnified Persons and any such Stockholder, in each case relating to this Agreement or the transactions contemplated herebyRepresentative Action, and to take any and all other actions that which the Representative believes are either (a) necessary or appropriate in the judgment respect thereof, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent, Merger Sub and/or any of the Group Companies (after the Closing), consenting to, compromising or settling any such Claims, conducting negotiations with Parent, Merger Sub, the Group Companies (after the Closing) and their representatives regarding such Claims; (vi) to refrain from enforcing any right of any Equityholder and/or the Representative arising out of or under or in any manner relating to any Representative Action in connection with the foregoing; provided, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement shall be deemed a waiver of any such right or interest by the Representative or by the Equityholders unless such waiver is in writing signed by the waiving party or by the Representative; (vii) to make, execute, acknowledge, deliver and receive all such other agreements, guarantees, Orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings and service of process in connection with any Claims, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Representative Actions, and all other agreements, documents or instruments executed in connection therewith; and (viii) take all such other actions as the Representative shall deem necessary or appropriate, in its discretion, for the accomplishment of the foregoing or (b) specifically provided for by and the terms of this Agreement or the Escrow Agreement. The Representative may resign or such agency may be changed by the Stockholders from time to time upon not less than 10 days prior written notice to Parent; provided, however, that the Representative may not be removed unless holders of a majority consummation of the aggregate number of Outstanding Series A-1 Shares and Outstanding Common Shares immediately prior to the Effective Time agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Representative may be filled by the holders of a majority of the aggregate number of Outstanding Series A-1 Shares and Outstanding Common Shares immediately prior to the Effective Time. No bond shall be required of the Representative and the Representative shall not receive any compensation for its services other than pursuant to the terms of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from the Stockholders. Each Stockholder hereby agrees to receive correspondence from the RepresentativeTransactions.

Authorization of Representative. (a) By virtue of the approval of the Merger and the adoption of this Agreement by the Stockholders Sellers, and receiving without further action by any such Seller, the benefits thereofRepresentative is hereby appointed, including the right authorized and empowered to receive the consideration payable in connection with the Mergeract as an agent, each of the Stockholders shall be deemed to have agreed to appoint the Representative, as its agent representative and attorney-in-factfact for each of the Sellers in connection with and to facilitate the consummation of the Transactions, as including pursuant to the Escrow Agreement and the Paying Agent Agreement and the matters related to (w) the Merger Consideration contemplated by Section 1.10, (x) the payment of amounts from the Representative Expense Fund Amount, (y) the preparation and filing of the Tax Returns with respect to the Group Companies contemplated by ARTICLE VIII and (z) all other such items and matters set forth in this Agreement and the other Transaction Agreements contemplating participation by the Representative (collectively, “Representative Actions”), in each case with the power and authority, including power of substitution, acting in the name of or for and on behalf of each Seller, and subject to the Stockholders limitations set forth herein or therein: (i) to give execute and deliver and receive notices such waivers and communicationsconsents as the Representative, in its sole discretion, may deem necessary or desirable; (ii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Representative Expense Fund Amount, and, subject to any applicable withholding Laws, and net of any out-of-pocket expenses incurred by the Representative, disburse and pay the same to each Seller in accordance with such Seller’s Pro Rata Share; (iii) to authorize payment to the release of any Parent Indemnified Person funds from the Escrow Fund Account in satisfaction accordance with this Agreement and the Escrow Agreement; (iv) to authorize the release of Parent Indemnification Claims pursuant any funds by the Paying Agent in accordance with this Agreement and the Paying Agent Agreement; (v) to Section 10.2, to object to such payments, to agree to, negotiate, enter into settlements enforce and compromises of, protect the rights and demand arbitration interests of the Sellers and comply with orders the Representative arising out of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, or under or in any other claim by any Parent Indemnified Persons against any Stockholder or by any such Stockholder against any Parent Indemnified Persons or any dispute between any Parent Indemnified Persons and any such Stockholder, in each case manner relating to this Agreement or the transactions contemplated herebyany Representative Action, and to take any and all other actions that which the Representative believes are either (a) necessary or appropriate in the judgment respect thereof, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Parent, Merger Sub and/or any of the Group Companies (after the Closing), consenting to, compromising or settling any such Claims, conducting negotiations with Parent, Merger Sub, the Group Companies (after the Closing) and their representatives regarding such Claims; (vi) to refrain from enforcing any right of any Seller and/or the Representative arising out of or under or in any 18204139.13 227114-1002218204139.10 PG-170-2 manner relating to any Representative Action in connection with the foregoing; provided, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement shall be deemed a waiver of any such right or interest by the Representative or by the Sellers unless such waiver is in writing signed by the waiving party or by the Representative; (vii) to make, execute, acknowledge, deliver and receive all such other agreements, guarantees, Orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Representative Actions, and all other agreements, documents or instruments executed in connection therewith; and (viii) take all such other actions as the Representative shall deem necessary or appropriate, in its discretion, for the accomplishment of the foregoing or (b) specifically provided for by and the terms consummation of this Agreement or the Escrow AgreementTransactions. The Representative may resign or such agency may be changed by the Stockholders from time to time upon not less than 10 days prior written notice to Parent; provided, however, Parties acknowledge and agree that the Representative may not be removed unless holders of a majority of the aggregate number of Outstanding Series A-1 Shares appointment, authorization and Outstanding Common Shares immediately prior to the Effective Time agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Representative may be filled by the holders of a majority of the aggregate number of Outstanding Series A-1 Shares and Outstanding Common Shares immediately prior to the Effective Time. No bond shall be required empowerment of the Representative and the Representative set forth in this Section 9.13(a) shall not receive include any compensation matter specifically reserved for its services other than pursuant to the terms of a Seller in this Agreement. Notices or communications to or from the Representative shall constitute notice to or from the Stockholders. Each Stockholder hereby agrees to receive correspondence from the Representative.

Authorization of Representative. By virtue (a) The Representative is hereby appointed, authorized and empowered to act as a representative, for the benefit of the approval of the Merger and the adoption of this Agreement by the Stockholders and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each of the Stockholders shall be deemed to have agreed to appoint the RepresentativeSellers, as its agent and the exclusive agent, attorney-in-fact, proxy and representative to act on behalf of the Sellers, in connection with and to facilitate the consummation of the Transaction, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such amendments, waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Transaction and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Funds as described herein, and, subject to any applicable withholding laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse and pay the same to each of the Sellers in accordance with such Seller’s Pro Rata Percentage; (iv) as the Representative, to enforce and protect the rights and interests of the Sellers and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any of the Transaction Agreements (including in connection with any and all claims related to Taxes, or claims related to the Closing Date Working Capital), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Stockholders Sellers, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Purchaser and/or any of the Blockers or the Fairway Group Companies (after the Closing), defending any Claims, consenting to, compromising or settling any such Claims, conducting negotiations with Purchaser, the Blockers or the Fairway Group Companies (after the Closing) and their respective representatives regarding such Claims, and, in connection therewith, to give (A) assert or institute any Claim; (B) investigate, defend, contest or litigate any Claim (other than a Claim that solely alleges a breach of a representation or warranty or a covenant by a single Seller other than the Representative) initiated by Purchaser, the Blockers or the Fairway Group Companies (after the Closing) or any other Person, or by any federal, state or local Governmental Authority against the Representative and/or any of the Sellers and/or the Escrow Funds, and receive notices process on behalf of any or all Sellers in any such Claim and communications, compromise or settle on such terms as the Representative shall determine to authorize payment to any Parent Indemnified Person from the Escrow Fund in satisfaction of Parent Indemnification Claims pursuant to Section 10.2, to object to such payments, to agree to, negotiate, enter into settlements and compromises ofbe appropriate, and demand arbitration give receipts, releases and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators discharges with respect to, any other claim by such Claim; (C) file any Parent Indemnified Persons against proofs of debt, claims and petitions as the Representative may deem advisable or necessary; (D) settle or compromise any Stockholder claims asserted under the Escrow Agreement; and (E) file and prosecute appeals from any decision, judgment or by award rendered in any such Stockholder against action, proceeding or investigation, it being understood that the Representative shall not have any Parent Indemnified Persons obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (v) to waive or refrain from enforcing any right of the Sellers or any dispute between of them and/or the Representative arising out of or under or in any Parent Indemnified Persons and any such Stockholder, in each case manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the transactions contemplated herebyforegoing; provided, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any such right or interest by the Representative or by the Sellers unless such waiver is in writing signed by the waiving party or by the Representative; and (vi) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit powers, letters and other writings, and, in general, to do any and all things and to take any and all other actions action that are either (a) the Representative, in its sole and absolute discretion, may consider necessary or appropriate proper or convenient in connection with or to carry out the judgment of the Representative for the accomplishment of the foregoing or (b) specifically provided for by the terms of this Agreement or the Escrow Agreement. The Representative may resign or such agency may be changed by the Stockholders from time to time upon not less than 10 days prior written notice to ParentTransaction; provided, however, that the Representative may not be removed unless holders of a majority of the aggregate number of Outstanding Series A-1 Shares and Outstanding Common Shares immediately prior to the Effective Time agree to such removal and to the identity of the substituted agent. Notwithstanding notwithstanding the foregoing, with respect to any Claim that seeks any relief against or results in any liability against a vacancy in Seller, any of its Affiliates or any of their respective directors, managers, officers, employees, or equityholders (but, for the position avoidance of Representative may be filled by the holders of a majority of the aggregate number of Outstanding Series A-1 Shares and Outstanding Common Shares immediately prior doubt, specifically excluding any Claim that limits relief to the Effective Time. No bond Escrow Fund), the prior consent of such Seller shall be required in respect of the Representative settlement or compromise of such Claim by the Representative. The Sellers acknowledge and agree that the Representative shall not receive any compensation will allocate the Closing Cash of the Blockers (if any) solely for its services other than the benefit of the applicable Blocker Seller (whether pursuant to the terms of this Agreement. Notices Section 1.3(a) or communications to or from the Representative shall constitute notice to or from the Stockholders. Each Stockholder hereby agrees to receive correspondence from the Representativeotherwise).