Common use of Buyer Representative Clause in Contracts

Buyer Representative. Castlerigg is hereby appointed as the "Buyer Representative" for the Buyers hereunder, and each Buyer hereby authorizes the Buyer Representative (and its officers, directors, employees and agents) to take any and all such actions on behalf of such Buyer with respect to the Escrow Funds in accordance with the terms of this Agreement and the Escrow Agreement. The Buyer Representative shall not have, by reason hereof or any of the other Transaction Documents, a fiduciary relationship in respect of the Buyers. Neither the Buyer Representative nor any of its officers, directors, employees and agents shall have any liability to the Buyers for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and the Buyers agrees to defend, protect, indemnify and hold harmless the Buyer Representative and all of its officers, directors, employees and agents (collectively, the "Buyer Representative Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Buyer Representative Indemnitee, as incurred, whether direct, indirect or consequential, arising from or in connection with the performance by such Buyer Representative Indemnitee of the duties and obligations of the Buyer Representative pursuant hereto. In the event that Castlerigg no longer holds any Notes, a majority of the holders of the Notes shall appoint a new Buyer Representative. At any time, upon two (2) Business Days advance notice to the Company, the Escrow Agent and the Buyers, the Buyer Representative may resign as Buyer Representative, and a majority of the holders of the Notes shall appoint a new Buyer Representative. After any Buyer Representative's resignation hereunder, the provisions of this Section 4(s) shall inure to its benefit. If a successor Buyer Representative shall not have been so appointed within said two (2) Business Day period, the retiring Buyer Representative shall then appoint a successor Buyer Representative who shall serve until such time, if any, as the holders of a majority of the Notes appoint a successor Buyer Representative as provided above.

Buyer Representative. Castlerigg (i) Each Buyer, by signing this Agreement, designates St. Maarten Buyer as the representative of the Buyers for purposes of the Escrow Agreement (the “Buyer Representative”). If at any time the Buyer Representative is not able to serve as the Buyer Representative, the Buyers shall promptly, and in any event prior to the time required for any action or response from the Buyer Representative, select a replacement Buyer Representative reasonably acceptable to the Sellers. The Buyers shall be bound by any and all actions taken by the Buyer Representative on their behalf in connection with the Escrow Agreement. (ii) The Sellers shall be entitled to rely upon any communication or writing given by or to, or executed by, the Buyer Representative with respect to the Escrow Agreement. The Buyers hereby consent and agree that the Buyer Representative is authorized to accept and deliver notice on behalf of the Buyers in connection with the Escrow Agreement and to deliver waivers and consents on behalf of the Buyers with respect thereto. (iii) The Buyer Representative is hereby appointed as the "Buyer Representative" for the Buyers hereunder, true and lawful attorney-in-fact of each Buyer hereby authorizes the Buyer Representative (and its officers, directors, employees and agents) to take any and all such actions on behalf of such Buyer with respect to all matters pertaining to the Escrow Funds Agreement, with full power in accordance with his name and on his behalf to act according to the terms of this the Escrow Agreement in the absolute discretion of the Buyer Representative, and to do all things and to perform all acts, including amending the Escrow Agreement, waiving rights, discharging liabilities and obligations, settling disputes, defending and prosecuting claims and executing and delivering all agreements, certificates, receipts, instructions and other instruments, contemplated by or deemed advisable in connection with the Escrow Agreement. This power of attorney and all authority hereby conferred is granted in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any one or more Buyers, or by operation of Law, whether by death or other event. Each Buyer hereby irrevocably agrees that it shall be bound to the terms of any settlement of any dispute under the Escrow Agreement. (iv) The Buyer Representative shall not havehave no liability for any Losses of any kind, by reason hereof or which any of the other Transaction Documents, a fiduciary relationship in respect of the Buyers. Neither Party hereto may at any time hereafter have against the Buyer Representative nor any of solely in its officers, directors, employees and agents shall have any liability to capacity as the Buyers for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and the Buyers agrees to defend, protect, indemnify and hold harmless the Buyer Representative and all of its officers, directors, employees and agents (collectively, the "Buyer Representative Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Buyer Representative Indemnitee, as incurred, whether direct, indirect or consequential, arising from or in connection with the performance by such Buyer Representative Indemnitee of the duties and obligations of the Buyer Representative pursuant hereto. In the event that Castlerigg no longer holds any Notes, a majority of the holders of the Notes shall appoint a new Buyer Representative. At any time, upon two (2) Business Days advance notice to the Company, the Escrow Agent and the Buyers, the Buyer Representative may resign as Buyer Representative, and a majority no Party hereto shall ever allege, assert, bring, commence, institute, maintain, prosecute or otherwise pursue against the Buyer Representative any such Loss; provided, however, that the foregoing shall not apply with respect to fraud, bad faith or willful misconduct or to any Liability based on reliance by the Sellers, the Seller Representative or the Escrow Agent on the authority of the holders of the Notes shall appoint a new Buyer Representative. After any Buyer Representative's resignation hereunder, the provisions of this Section 4(s) shall inure to its benefit. If a successor Buyer Representative shall not have been so appointed within said two (2) Business Day period, the retiring Buyer Representative shall then appoint a successor Buyer Representative who shall serve until such time, if any, as the holders of a majority of the Notes appoint a successor Buyer Representative as provided above.

Buyer Representative. Castlerigg is hereby appointed The IP Buyer irrevocably appoints the Buyer to act as the "IP Buyer’s true and lawful attorney-in-fact with full power of substitution to do on behalf of the IP Buyer Representative" for the Buyers hereunder, and each Buyer hereby authorizes the Buyer Representative (and its officers, directors, employees and agents) to take any and all such actions on behalf things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of such Buyer the transactions contemplated by this Agreement and the Ancillary Documents, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Ancillary Documents; (iii) administering this Agreement and the Ancillary Documents, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the Escrow Funds in accordance purchase price adjustments contemplated by Section 2.4; (v) making determinations to terminate with respect to Article VIII; (vi) resolving, settling or compromising claims for indemnification asserted against the terms Buyers pursuant to Article IX; (vii) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Escrow Agreement. The Buyer Representative shall not haveAncillary Documents; (viii) asserting claims for or defending claims of indemnification under Article IX and resolving, by reason hereof settling or compromising any such claim; (ix) retaining reserves for expenses and potential Losses; and (x) taking any other actions of the other Transaction Buyers under this Agreement and the Ancillary Documents. A decision, a fiduciary relationship in respect act, consent or instruction of the Buyer shall constitute a decision for all Buyers under this Agreement, the other Ancillary Documents and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Buyers. Neither the Buyer Representative nor any of its officers, directors, employees and agents shall have any liability to the Buyers for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and the Buyers agrees to defendSeller, protectits Affiliates and Representatives may rely upon any such decision, indemnify and hold harmless the Buyer Representative and all of its officersact, directors, employees and agents (collectively, the "Buyer Representative Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Buyer Representative Indemnitee, as incurred, whether direct, indirect consent or consequential, arising from or in connection with the performance by such Buyer Representative Indemnitee of the duties and obligations instruction of the Buyer Representative pursuant hereto. In as being the event that Castlerigg no longer holds any Notesdecision, a majority act, consent or instruction of the holders of Buyers (without investigation). Any payment by the Notes shall appoint Buyer to the Seller under this Agreement or any other Ancillary Documents will be considered a new Buyer Representative. At any time, upon two (2) Business Days advance notice payment by the Buyers to the Seller or the Company, the Escrow Agent and the Buyers, as applicable. The appointment of the Buyer Representative may resign as is coupled with an interest and will be irrevocable by the IP Buyer Representative, and a majority in any manner or for any reason. This power of attorney will not be affected by the disability or incapacity of the holders of the Notes shall appoint a new Buyer Representativeprincipal pursuant to any applicable Law. After any Buyer Representative's resignation hereunder, the provisions of this Section 4(s) shall inure to its benefit. If a successor Buyer Representative shall not have been so appointed within said two (2) Business Day period, the retiring Buyer Representative shall then appoint a successor Buyer Representative who shall serve until such time, if any, as the holders of a majority of the Notes appoint a successor Buyer Representative as provided above.[Signature Page Follows]

Buyer Representative. Castlerigg Each Buyer hereby acknowledges and agrees that it has irrevocably approved and appointed the designation of, and hereby irrevocably designates, NexPoint Advisors, L.P. as the Buyer Representative and NexPoint Advisors, L.P. is hereby appointed as of the "Buyer Representative" for date hereof as the true and lawful agent and attorney in fact of the Buyers hereunder, and each Buyer hereby authorizes as the Buyer Representative (for and its officers, directors, employees and agents) to take any and all such actions on behalf of such Buyer the Buyers to give and receive notices and communications in connection with respect to the Escrow Funds in accordance with the terms of this Agreement and all related matters, to take all actions, and to take all other actions that the Escrow AgreementBuyer Representative deems necessary hereunder. In fulfilling its duties hereunder, the Buyer Representative shall act in good faith and in a manner that the Buyer Representative reasonably believes to be in the best interests of the Buyers, taken as a whole. Notices or communications to or from the Buyer Representative shall constitute notice to or from the Buyers. Each Buyer hereby agrees to receive correspondence from the Buyer Representative, including in electronic form. It is understood by all parties that NexPoint Advisors, L.P. is executing this Agreement solely in its capacity as the Buyer Representative. The Buyer Representative shall not have, by reason hereof or any of the other Transaction Documents, a fiduciary relationship be entitled to act in respect of the Buyers. Neither the Buyer Representative nor any of its officers, directors, employees sole and agents absolute discretion and shall have any incur no liability whatsoever to the Buyers for any action taken act done or omitted to be taken in connection hereof except to hereunder as the extent caused by its own gross negligence or willful misconduct, and the Buyers agrees to defend, protect, indemnify and hold harmless the Buyer Representative and all of its officers, directors, employees and agents (collectively, the "Buyer Representative Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Buyer Representative Indemnitee, as incurred, whether direct, indirect or consequential, arising from or in connection with the performance by such Buyer Representative Indemnitee of the duties and obligations of the Buyer Representative pursuant hereto. In the event that Castlerigg no longer holds any Notes, a majority of the holders of the Notes shall appoint a new Buyer Representative. At any time, upon two (2) Business Days advance notice to the Company, the Escrow Agent and the Buyers, the Buyer Representative may resign as Buyer Representative, and a majority including errors in judgment, while acting in good faith or in reliance on the advice of the holders of the Notes shall appoint a new Buyer Representative. After any Buyer Representative's resignation hereundercounsel, the provisions of this Section 4(s) shall inure to its benefit. If a successor Buyer Representative shall not have been so appointed within said two (2) Business Day periodaccountants, the retiring Buyer Representative shall then appoint a successor Buyer Representative who shall serve until such timeor other advisors, if anyconsultants, as the holders of a majority of the Notes appoint a successor Buyer Representative as provided aboveor experts.

Buyer Representative. Castlerigg Kings Road is hereby appointed as the "Buyer Representative" for the Buyers hereunder, and each Buyer hereby authorizes the Buyer -28- Representative (and its officers, directors, employees and agents) to take any and all such actions on behalf of such Buyer with respect to the Escrow Funds in accordance with the terms of this Agreement and the Escrow Agreement. The Buyer Representative shall not have, by reason hereof or any of the other Transaction Documents, a fiduciary relationship in respect of the Buyers. Neither the Buyer Representative nor any of its officers, directors, employees and agents shall have any liability to the Buyers for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and the Buyers agrees to defend, protect, indemnify and hold harmless the Buyer Representative and all of its officers, directors, employees and agents (collectively, the "Buyer Representative Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Buyer Representative Indemnitee, as incurred, whether direct, indirect or consequential, arising from or in connection with the performance by such Buyer Representative Indemnitee of the duties and obligations of the Buyer Representative pursuant hereto. In the event that Castlerigg Kings Road no longer holds any Additional Notes, a majority of the holders of the Additional Notes shall appoint a new Buyer Representative. At any time, upon two (2) Business Days advance notice to the Company, the Escrow Agent and the Buyers, the Buyer Representative may resign as Buyer Representative, and a majority of the holders of the Additional Notes shall appoint a new Buyer Representative. After any Buyer Representative's resignation hereunder, the provisions of this Section 4(s) shall inure to its benefit. If a successor Buyer Representative shall not have been so appointed within said two (2) Business Day period, the retiring Buyer Representative shall then appoint a successor Buyer Representative who shall serve until such time, if any, as the holders of a majority of the Additional Notes appoint a successor Buyer Representative as provided above.

Buyer Representative. Castlerigg is hereby appointed All obligations of Buyer Parents under this Agreement shall be several (not joint and several). Each Buying Party irrevocably appoints Resource Management Service to act as its designated representative, agent and attorney-in-fact, with full authority to make all decisions and determinations and to take all actions required or permitted under or relating to this Agreement and each Ancillary Agreement on behalf of itself (in such capacity, the "“Buyer Representative" ”), including (i) approving any document required to be delivered by any Buying Party on or after the Closing Date, (ii) approving or contesting the adjustment or allocation of the Purchase Price pursuant to Article II, and any other matter provided for in Article II, (iii) administering any indemnification matter on behalf of any Buying Party, agreeing to the settlement of any indemnification matter and otherwise handling and negotiating indemnification matters, (iv) agreeing to any waiver, consent or amendment under or to this Agreement, (v) sending, receiving and reviewing notices under this Agreement on behalf of any Buying Party and (vi) appointing a successor Buyer Representative in the event of the resignation of the then current Representative, any such successor to be subject to the prior written approval of Seller. Each Buying Party acknowledges that this Section 15.16 is intended to have the broadest possible scope for the Buyers hereunder, purpose of promoting the efficient negotiation and each Buyer hereby authorizes handling of all matters which arise under or in connection with this Agreement. All actions taken by the Buyer Representative (in connection with, or relating to, the subject matter of this Agreement or any Ancillary Agreement that are within the authority conferred upon the Representative pursuant to this Section 15.16 shall be deemed authorized, approved, ratified and its officersconfirmed by each Buying Party, directorshaving the same force and effect as if performed pursuant to the direct authorization of each such Buying Party. Each of the Selling Parties shall be entitled to rely upon, employees and agents) to take without independent investigation, any and all such actions act, notice, instruction or communication from the Buyer Representative on behalf of such Buyer with respect to the Escrow Funds in accordance with the terms of this Agreement each Buying Party and the Escrow Agreement. The Buyer Representative shall not have, by reason hereof or be liable in any of the other Transaction Documents, a fiduciary relationship in respect of the Buyers. Neither the Buyer Representative nor any of its officers, directors, employees and agents shall have any liability to the Buyers manner whatsoever for any action taken or omitted to be not taken in connection hereof except to reliance upon the extent caused actions taken or not taken or communications or writings given or executed by its own gross negligence or willful misconduct, and the Buyers agrees to defend, protect, indemnify and hold harmless the Buyer Representative and all of its officers, directors, employees and agents (collectively, the "Buyer Representative Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Buyer Representative Indemnitee, as incurred, whether direct, indirect or consequential, arising from or in connection with the performance by such Buyer Representative Indemnitee of the duties and obligations of the Buyer Representative pursuant hereto. In the event that Castlerigg no longer holds any Notes, a majority of the holders of the Notes shall appoint a new Buyer Representative. At Each of the Selling Parties shall be entitled to disregard any time, upon two (2) Business Days advance notice to the Company, the Escrow Agent and the Buyers, notices or communications given or made by any Buying Party unless given or made through the Buyer Representative may resign as Buyer Representative, and a majority of the holders of the Notes shall appoint a new Buyer Representative. After any Buyer Representative's resignation hereunder, the provisions of this Section 4(s) shall inure to its benefit. If a successor Buyer Representative shall not have been so appointed within said two (2) Business Day period, the retiring Buyer Representative shall then appoint a successor Buyer Representative who shall serve until such time, if any, as the holders of a majority of the Notes appoint a successor Buyer Representative as provided above.