Common use of Buyer’s Representative Clause in Contracts

Buyer’s Representative. (a) Sellers acknowledge that Buyer appoints hxxxxx XX0 Xxxxxx (or any person appointed as a successor Buyer’s Representative) as their representative and agent under this Agreement. (b) Sellers acknowledge that Buyer’s Representative is authorized to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement, to waive any requirements of this Agreement that Buyer’s Representative determines in Buyer’s Representative’s sole and absolute discretion to be necessary, appropriate or advisable, which may be required for the performance of all obligations under this Agreement on behalf of Buyer or any Buyer’s successors and assignees and to make claims, collect and dispute, settle, compromise and make all claims related to Article XI of this Agreement. The Buyer’s Representative authority includes the right to hire or retain, at the sole expense of Buyer, or any of Buyer’s successors and assignees, such counsel, investment bankers, accountants, representatives and other professional advisors as Buyer’s Representative determines in Buyer’s Representative sole and absolute discretion to be necessary, appropriate or advisable in order to perform this Agreement. Sellers may rely upon any action taken by Buyer’s Representative, and to act in accordance with such action without independent investigation. The appointment and authority granted to Buyer’s Representative pursuant to this Section 2.5 shall survive and continue to be effective after the Merger. (c) After the Closing Date, Sellers may rely entirely on its dealings with, and notices to and from, Buyer’s Representative to satisfy any obligations it might have under this Agreement or any other agreement referred to in this Agreement or otherwise to Sellers.

Buyer’s Representative. (a) Sellers acknowledge that Buyer appoints hxxxxx XX0 Xxxxxx hereby appoint Xxxx Xxxxxxxx (or any person appointed as a successor the “Buyer’s Representative”) as their representative agent and agent attorney-in-fact for Buyer and, from and after the Closing Date, irrevocably authorize Buyer’s Representative to act for each and all of Buyer in all cases where this Agreement or any Ancillary Agreement calls for the action, determination, or decision of Buyer. Buyer hereby authorizes Buyer’s Representative to: (i) receive all notices or documents given or to be given to Buyer pursuant hereto or in connection herewith or therewith and to receive and accept services of legal process in connection with any Action arising under this Agreement. ; (bii) Sellers acknowledge that execute and deliver amendments to this Agreement on behalf of Buyer; (iii) engage counsel, accountants and other advisors, and incur other expenses in connection with this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, as Buyer’s Representative may in its sole discretion deem necessary or appropriate, and (iv) take such action as Buyer’s Representative may in its sole discretion deem necessary or appropriate in respect of: (w) waiving any inaccuracies in the representations or warranties of Seller and Owners contained in this Agreement, any Ancillary Agreement or in any document delivered by Seller or Owners pursuant hereto, (x) taking such other action as Buyer’s Representative is authorized to take under this Agreement, (y) receiving all documents or certificates and making all determinations, in its capacity as Buyer’s Representative, required under this Agreement, and (z) all such actions as may be necessary to carry out the responsibilities of Buyer’s Representative contemplated by this Agreement, including the defense or settlement of any action claims for which indemnification is sought pursuant to ARTICLE VII and any waiver of any obligation of Seller; provided, that for the avoidance of doubt, Buyer’s Representative shall have no power or authority to make and deliver act as attorney-in-fact or otherwise with respect to any certificateindemnification claim solely against a Person other than Buyer for fraud or in connection with an Employment Agreement. A decision, noticeact, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement, to waive any requirements instruction of this Agreement that Buyer’s Representative determines in will be final, binding and conclusive upon Buyer, and Seller may rely upon any decision, act, consent or instruction of Buyer’s Representative as being the decision, act, consent or instruction of Buyer. (b) If Buyer’s Representative desires to resign as Buyer’s Representative, he shall provide written notice to Buyer and Owners and Buyer shall promptly appoint another Person as a successor Buyer’s Representative and provide written notice of the same to Seller and Owners. Buyer’s Representative’s sole and absolute discretion to be necessary, appropriate or advisable, which may be required for the performance of all obligations under this Agreement on behalf of Buyer or any Buyer’s successors and assignees and to make claims, collect and dispute, settle, compromise and make all claims related to Article XI of this Agreement. The Buyer’s Representative authority includes the right to hire or retain, at the sole expense of Buyer, or any of Buyer’s successors and assignees, such counsel, investment bankers, accountants, representatives and other professional advisors as Buyer’s Representative determines in Buyer’s Representative sole and absolute discretion to be necessary, appropriate or advisable in order to perform this Agreement. Sellers may rely upon any action taken by Buyer’s Representative, and to act in accordance with such action without independent investigation. The appointment and authority granted to Buyer’s Representative pursuant to this Section 2.5 resignation shall survive and continue to not be effective after the Mergeruntil a successor has accepted such appointment in writing and written notice of such has been provided to Seller and Owners. (c) After the Closing Date, Sellers may rely entirely on its dealings with, and notices to and from, Buyer’s Representative to satisfy is acting solely in an agency capacity and will have no liability of any obligations it might have type for any action in the capacity of Buyer’s Representative in accordance with the terms of this Agreement or any Ancillary Agreement, including the compromise, settlement, payment, or defense of any claim (including expenses and costs associated therewith) under this Agreement or any other agreement referred to in Ancillary Agreement regardless of whether one or more of Buyer is the claimant or the party against whom a claim is being made. Buyer’s Representative shall not by reason of this Agreement have a fiduciary relationship in respect of Buyer or otherwise its direct or indirect equity holders. (d) Seller, Owners, and Seller Indemnitees: (i) shall be entitled to Sellersrely on any action or decision of Buyer’s Representative hereunder, and (ii) shall have no liability to Buyer or Buyer’s Representatives for any actions taken pursuant to instructions within the authority of Buyer’s Representative.

Buyer’s Representative. (i) Each Buyer hereby (a) Sellers acknowledge that Buyer appoints hxxxxx XX0 Xxxxxx Bay Master Fund Ltd. as the Buyers’ representative and collateral agent hereunder and under each of the Security Agreement and the Control Agreement (or any person appointed as a successor defined in the Notes) (in such capacity, the “Buyers’ Representative”), and (b) authorizes the Buyers’ Representative (and its officers, directors, employees and agents) to take such action on such Buyer’s Representativebehalf in accordance with the terms hereof and thereof. The Buyers’ Representative shall not have, by reason hereof or pursuant to the Security Agreement or the Control Agreement, a fiduciary relationship in respect of any Buyer. Neither the Buyers’ Representative nor any of its officers, directors, employees and agents shall have any liability to any Buyer for any action taken or omitted to be taken in connection hereof or the Security Agreement or Control Agreement except to the extent caused by its own gross negligence or willful misconduct, and each Buyer agrees to defend, protect, indemnify and hold harmless the Buyers’ Representative and all of its officers, directors, employees and agents (collectively, the “Buyers’ Representative Indemnitees”) as their representative from and agent under this 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 Buyers’ Representative Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Buyers’ Representative Indemnitee of the duties and obligations of Buyers’ Representative pursuant hereto, the Security Agreement or the Control Agreement. (bii) Sellers acknowledge that Buyer’s The Buyers’ Representative is authorized shall be entitled to take rely upon any action written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to make have been signed, sent or made by the proper Person, and deliver any certificate, notice, consent or instrument required or permitted with respect to be made or delivered under all matters pertaining to this Agreement or under any of the documents referred to in this Agreementother Transaction Documents and its duties hereunder or thereunder, to waive any requirements upon advice of this Agreement that Buyer’s counsel selected by it. (iii) The Buyers’ Representative determines in Buyer’s Representative’s sole and absolute discretion to be necessary, appropriate or advisable, which may be required for resign from the performance of all its functions and duties hereunder and under the Notes, the Security Agreement and/or the Control Agreement at any time by giving at least ten (10) Business Days prior written notice to the Company and each holder of the Notes. Such resignation shall take effect upon the acceptance by a successor Buyers’ Representative of appointment as provided below. Upon any such notice of resignation, the holders of a majority of the outstanding principal amount of Notes shall appoint a successor Buyers’ Representative. Upon the acceptance of the appointment as Buyers’ Representative, such successor Buyers’ Representative shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Buyers’ Representative, and the retiring Buyers’ Representative shall be discharged from its duties and obligations under this Agreement on behalf of Buyer or Agreement, the Notes and the Control Agreement. After any BuyerBuyers’ Representative’s successors and assignees and to make claimsresignation hereunder, collect and dispute, settle, compromise and make all claims related to Article XI the provisions of this AgreementSection 4(j) shall inure to its benefit. The Buyer’s If a successor Buyers’ Representative authority includes shall not have been so appointed within said ten (10) Business Day period, the right to hire or retainretiring Buyers’ Representative shall then appoint a successor Buyers’ Representative who shall serve until such time, at if any, as the sole expense holders of Buyer, or any a majority of Buyer’s successors and assignees, such counsel, investment bankers, accountants, representatives and other professional advisors the outstanding principal amount of Notes appoints a successor Buyers’ Representative as Buyer’s Representative determines in Buyer’s Representative sole and absolute discretion to be necessary, appropriate or advisable in order to perform this Agreement. Sellers may rely upon any action taken by Buyer’s Representative, and to act in accordance with such action without independent investigation. The appointment and authority granted to Buyer’s Representative pursuant to this Section 2.5 shall survive and continue to be effective after the Mergerprovided above. (c) After the Closing Date, Sellers may rely entirely on its dealings with, and notices to and from, Buyer’s Representative to satisfy any obligations it might have under this Agreement or any other agreement referred to in this Agreement or otherwise to Sellers.

Buyer’s Representative. (i) Each Buyer hereby (a) Sellers acknowledge that Buyer appoints hxxxxx XX0 Xxxxxx Bay Master Fund Ltd. as the Buyers’ representative hereunder and under the Control Agreement (or any person appointed as a successor defined in the Notes) (in such capacity, the “Buyers’ Representative”), and (b) authorizes the Buyers’ Representative (and its officers, directors, employees and agents) to take such action on such Buyer’s Representativebehalf in accordance with the terms hereof and thereof. The Buyers’ Representative shall not have, by reason hereof or pursuant to the Control Agreement, a fiduciary relationship in respect of any Buyer. Neither the Buyers’ Representative nor any of its officers, directors, employees and agents shall have any liability to any Buyer for any action taken or omitted to be taken in connection hereof or the Control Agreement except to the extent caused by its own gross negligence or willful misconduct, and each Buyer agrees to defend, protect, indemnify and hold harmless the Buyers’ Representative and all of its officers, directors, employees and agents (collectively, the “Buyers’ Representative Indemnitees”) as their representative from and agent under this 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 Buyers’ Representative Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Buyers’ Representative Indemnitee of the duties and obligations of Buyers’ Representative pursuant hereto or the Control Agreement. (bii) Sellers acknowledge that Buyer’s The Buyers’ Representative is authorized shall be entitled to take rely upon any action written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to make have been signed, sent or made by the proper Person, and deliver any certificate, notice, consent or instrument required or permitted with respect to be made or delivered under all matters pertaining to this Agreement or under any of the documents referred to in this Agreementother Transaction Documents and its duties hereunder or thereunder, to waive any requirements upon advice of this Agreement that Buyer’s counsel selected by it. (iii) The Buyers’ Representative determines in Buyer’s Representative’s sole and absolute discretion to be necessary, appropriate or advisable, which may be required for resign from the performance of all its functions and duties hereunder and under the Notes and the Control Agreement at any time by giving at least ten (10) Business Days prior written notice to the Company and each holder of the Notes. Such resignation shall take effect upon the acceptance by a successor Buyers’ Representative of appointment as provided below. Upon any such notice of resignation, the holders of a majority of the outstanding principal amount of Notes shall appoint a successor Buyers’ Representative. Upon the acceptance of the appointment as Buyers’ Representative, such successor Buyers’ Representative shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Buyers’ Representative, and the retiring Buyers’ Representative shall be discharged from its duties and obligations under this Agreement on behalf of Buyer or Agreement, the Notes and the Control Agreement. After any BuyerBuyers’ Representative’s successors and assignees and to make claimsresignation hereunder, collect and dispute, settle, compromise and make all claims related to Article XI the provisions of this AgreementSection 4(j) shall inure to its benefit. The Buyer’s If a successor Buyers’ Representative authority includes shall not have been so appointed within said ten (10) Business Day period, the right to hire or retainretiring Buyers’ Representative shall then appoint a successor Buyers’ Representative who shall serve until such time, at if any, as the sole expense holders of Buyer, or any a majority of Buyer’s successors and assignees, such counsel, investment bankers, accountants, representatives and other professional advisors the outstanding principal amount of Notes appoints a successor Buyers’ Representative as Buyer’s Representative determines in Buyer’s Representative sole and absolute discretion to be necessary, appropriate or advisable in order to perform this Agreement. Sellers may rely upon any action taken by Buyer’s Representative, and to act in accordance with such action without independent investigation. The appointment and authority granted to Buyer’s Representative pursuant to this Section 2.5 shall survive and continue to be effective after the Mergerprovided above. (c) After the Closing Date, Sellers may rely entirely on its dealings with, and notices to and from, Buyer’s Representative to satisfy any obligations it might have under this Agreement or any other agreement referred to in this Agreement or otherwise to Sellers.

Buyer’s Representative. (a) Sellers acknowledge Buyer hereby designates F. Xxxxx Xxxxxxx (the “Buyer’s Representative”) to serve as the sole and exclusive representative of Buyer on and after the Closing Date with respect to the matters set forth in this Agreement related to Buyer. Notwithstanding anything to the contrary contained in this Agreement, the Buyer’s Representative shall not have any duties or responsibilities except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of Buyer shall otherwise exist against the Buyer’s Representative. (b) The Buyer’s Representative is hereby irrevocably appointed as the agent, proxy and attorney-in-fact for Buyer for all purposes specified in this Agreement, including full power and authority on Buyer’s behalf, (i) to take all actions which the Buyer’s Representative considers necessary or desirable in connection with the defense, pursuit or settlement of any determinations relating to any claims for indemnification hereunder, including determinations to xxx, defend, negotiate, settle and compromise any such claims for indemnification made by or against, and other disputes with, any Seller pursuant to this Agreement or any of the agreements or transactions contemplated hereby, (ii) to engage and employ agents and to incur such other expenses on Buyer’s behalf as the Buyer’s Representative shall deem necessary or prudent in connection with the administration of the foregoing, and to deduct the cost and expense thereof from any sums that may become payable to Buyer, (iii) to accept and receive notices to Buyer appoints hxxxxx XX0 Xxxxxx pursuant to this Agreement, (iv) to take all other actions and exercise all other rights which the Buyer’s Representative considers necessary or appropriate in connection with this Agreement It is acknowledged and agreed that such agency and proxy are coupled with an interest, and are, therefore, irrevocable without the consent of the Buyer’s Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of Buyer. All decisions of the Buyer’s Representative shall be binding upon Buyer, and Buyer shall not have the right to object, dissent, protest or otherwise contest the same. (c) In the event that the Buyer’s Representative (or any person successor Buyer’s Representative appointed as in accordance with this Section 8.13) shall die, become incapacitated or resign, Buyer shall designate a successor Buyer’s Representative) as their representative and agent under this Agreement. (bd) Sellers acknowledge that The Buyer’s Representative is authorized to take act on behalf of Buyer, and each Seller shall be entitled to rely on any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement, to waive any requirements of this Agreement that all actions taken by such Buyer’s Representative determines in without any liability to, or obligation to inquire of, Buyer. Each Seller is expressly authorized to rely on the genuineness of the signatures of the Buyer’s Representative and, upon receipt of any writing which reasonably appears to have been signed by the Buyer’s Representative, each Seller may act upon the same without any further duty of inquiry as to the genuineness of the writing. (e) Neither the Buyer’s Representative nor any agent employed by the Buyer’s Representative shall be liable to Buyer relating to the performance of the Buyer’s Representative’s sole and absolute discretion to be necessary, appropriate or advisable, which may be required for the performance of all obligations duties under this Agreement on behalf for any errors in judgment, negligence, oversight, breach of Buyer duty or any otherwise, except to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Buyer’s successors and assignees and to make claims, collect and dispute, settle, compromise and make all claims related to Article XI of this AgreementRepresentative constituted fraud or were taken or not taken in bad faith. The Buyer’s Representative authority includes the right to hire or retain, at the sole expense of Buyer, or shall not have any of Buyer’s successors and assignees, such counsel, investment bankers, accountants, representatives and other professional advisors as Buyer’s Representative determines in Buyer’s Representative sole and absolute discretion to be necessary, appropriate or advisable in order to perform this Agreement. Sellers may rely liability for acting upon any action taken notice, statement or certificate believed by Buyer’s Representative, and to act in accordance with such action without independent investigation. The appointment and authority granted to Buyer’s Representative pursuant to this Section 2.5 shall survive and continue to be effective after the Merger. (c) After the Closing Date, Sellers may rely entirely on its dealings with, and notices to and from, Buyer’s Representative to satisfy be genuine and to have been furnished by the appropriate person and in acting or refusing to act in good faith on any obligations it might have under this Agreement or any other agreement referred to in this Agreement or otherwise to Sellersmatter.

Buyer’s Representative. 18.1 Each Buyer appoints, authorises and empowers the Buyers’ Representative as such Buyer’s true and lawful agent and attorney-in-fact to give any consent, direction, notice or take any other action required or permitted pursuant to this Agreement, or any other Transaction Document to which that Buyer is a party on behalf of such Buyer, including the power to: (a) Sellers acknowledge that Buyer appoints hxxxxx XX0 Xxxxxx (organise payment of all or any person appointed as a successor Buyer’s Representative) as their representative and agent part of any payment due from any of the Buyers under this Agreement.; (b) Sellers acknowledge that Buyer’s Representative is authorized to take vary, amend or waive any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under provision of this Agreement or under the documents referred to in this Agreement, to waive any requirements of this Agreement that Buyer’s Representative determines in Buyer’s Representative’s sole and absolute discretion to be necessary, appropriate or advisable, which may be required for the performance of all obligations under this Agreement on behalf of Buyer or any Buyer’s successors and assignees and to make claims, collect and dispute, settle, compromise and make all claims related to Article XI of this Agreement. The Buyer’s Representative authority includes the right to hire or retain, at the sole expense of Buyer, or any of Buyer’s successors and assignees, such counsel, investment bankers, accountants, representatives and other professional advisors as Buyer’s Representative determines in Buyer’s Representative sole and absolute discretion to be necessary, appropriate or advisable in order to perform this Agreement. Sellers may rely upon any action taken by Buyer’s Representative, and to act in accordance with such action without independent investigation. The appointment and authority granted to Buyer’s Representative pursuant to this Section 2.5 shall survive and continue to be effective after the Merger.Transaction Document; (c) After the Closing Date, Sellers may rely entirely on its dealings with, act for such Buyer with regard to all warranty and notices to and from, Buyer’s Representative to satisfy any obligations it might have under this Agreement or any other agreement indemnification matters referred to in this Agreement or otherwise such other Transaction Document, including the power to acknowledge responsibility for any claim, the power to compromise and to settle any claim on behalf of such Buyer and the power to set off any claim under this Agreement or such other Transaction Document; (d) receive all demands, notices or other communications directed to such Buyer under this Agreement or such other Transaction Documents; and (e) sign, execute and deliver on its behalf, any deeds and documents and to do or refrain from doing all acts and things as the Buyers’ Representative deems necessary or appropriate to give effect to the terms of this Agreement or such other Transaction Document, securing to the Sellers the full benefit of the rights, powers and privileges and remedies conferred upon the Sellers in this Agreement or such other Transaction Document. 18.2 The parties agree that, for whatever reason, the Buyers’ Representative shall be replaced by another Buyer immediately upon the Sellers’ Representative receiving notice of that replacement signed by all of the Buyers. Upon appointment, any such replacement Buyers’ Representative shall carry out its role pursuant to the provisions of clause 18.1 as if it had always been the Buyers’ Representative. 18.3 Save in respect of fraud, the Buyers’ Representative shall not be liable to the Buyers for any claims whatsoever arising from any act of the Buyers’ Representative made pursuant to clause 18.1 above. 18.4 The Buyers agree that the Sellers and the Sellers’ Representative shall be entitled to rely on clauses 18.1, 18.2 and 18.3 in particular any notice of replacement pursuant to clause 18.2 signed by all the Buyers in dealing with the Buyers’ Representative on behalf of any of the Buyers. Neither the Sellers nor the Sellers’ Representative shall be bound by, and their respective rights shall not be limited by, any agreement among the Buyers in this clause 18.

Buyer’s Representative. (a) Sellers acknowledge that Each of the Buyers and Freedom hereby irrevocably makes, constitutes, and appoints Jxxxx Xxxxxxxxx as the representative, agent and true and lawful attorney in fact of and for each of the Buyers and Freedom in connection with the Transaction Documents and the Transaction (“Buyers’ Representative”), effective from and after the Closing Date. Each of the Buyers and Freedom hereby authorizes and empowers Buyers’ Representative, from and after the Closing Date, to make or give any approval, waiver, amendment, request, consent, instruction or other communication on behalf of each of the Buyers or Freedom as each such Buyer appoints hxxxxx XX0 Xxxxxx or Freedom could do for itself, including with respect to the amendment of any provision of any Transaction Document (or any person appointed schedule thereto). Each of the Buyers and Freedom authorizes and empowers Buyers’ Representative, from and after the Closing Date, to receive all demands, notices or other communications directed to such Buyer or Freedom under any Transaction Document. Each of the Buyers and Freedom authorizes and empowers Buyers’ Representative, from and after the Closing Date, to (i) take any action (or to determine to refrain from taking any action) with respect thereto as a successor Buyer’s the Buyers’ Representative may deem appropriate as effectively as if such Buyer or Freedom could do for itself (including the settlement or compromise of any dispute or controversy), which action will be binding on all the Buyers and Freedom and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Buyer or Freedom had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to any Buyer or Freedom hereunder shall be deemed effective if given to Buyers’ Representative) as their representative . Each of the Buyers and agent under this AgreementFreedom agrees to be bound by all actions and failures to act of the Buyers’ Representative in accordance with the provisions of any Transaction Document, including in connection with any settlement or compromise entered into by the Buyers’ Representative on behalf of one or more of the Buyers or Freedom. (b) Sellers acknowledge that Buyer’s Upon the death, resignation or incapacity of the Buyers’ Representative, or at any other time, a successor may be appointed by the individual who was President of Freedom immediately prior to the Closing, but such appointment will not be effective until such successor shall agree in writing to accept such appointment and notice of the selection of such successor Buyers’ Representative is authorized provided to take Sellers’ Representative. If a successor Buyers’ Representative is not appointed within thirty (30) days after the death, resignation or incapacity of the Buyers’ Representative or because notice of the selection of a successor Buyers’ Representative has not been provided to Sellers’ Representative, each of the Parties will have a right to petition any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement, to waive any requirements court of this Agreement that Buyer’s Representative determines in Buyer’s Representative’s sole and absolute discretion to be necessary, appropriate or advisable, which may be required competent jurisdiction for the performance appointment of all obligations under this Agreement on behalf a successor Buyers’ Representative. Notwithstanding the foregoing, the President of Buyer or any Buyer’s successors and assignees and to make claims, collect and dispute, settle, compromise and make all claims related to Article XI of this Agreement. The Buyer’s Representative authority includes the right to hire or retainFreedom may, at any time prior to the sole expense of BuyerClosing Date, or any of Buyer’s successors and assignees, such counsel, investment bankers, accountants, representatives and other professional advisors as Buyer’s Representative determines in Buyer’s Representative sole and absolute discretion to be necessary, appropriate or advisable in order to perform this Agreement. Sellers may rely upon any action taken by Buyer’s designate a successor Buyers’ Representative, and reasonably satisfactory to act in accordance with such action without independent investigation. The appointment and authority granted to Buyer’s Representative pursuant to this Section 2.5 shall survive and continue to be effective after the MergerSellers’ Representative. (c) After Buyers’ Representative shall have no liability to the Closing DateBuyer Group for any action taken or omitted to be taken hereunder, Sellers may rely entirely on its dealings unless such liability is determined by a judgment or a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of Buyers’ Representative. Notwithstanding anything else herein to the contrary, Freedom shall defend, indemnify and hold harmless Buyers’ Representative from and against, and shall reimburse Buyers’ Representative for any and all Damages arising out of or in connection with, the performance by Buyers’ Representative of his duties and notices obligations pursuant to and from, Buyer’s Representative to satisfy any obligations it might have under this Agreement unless such liability is determined by a judgment or any other agreement referred a court of competent jurisdiction to in this Agreement have resulted from the gross negligence or otherwise to Sellerswillful misconduct of Buyers’ Representative.

Buyer’s Representative. (ai) Sellers acknowledge that Buyer appoints hxxxxx XX0 Xxxxxx (or any person Xxxxxxx Xxxxxxxx is hereby constituted and appointed jointly as a successor Buyer’s Representative) as their representative and agent under this Agreement. (b) Sellers acknowledge that Buyer’s Representative is authorized to take any action for and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement, to waive any requirements of this Agreement that Buyer’s Representative determines in Buyer’s Representative’s sole and absolute discretion to be necessary, appropriate or advisable, which may be required for the performance of all obligations under this Agreement on behalf of Buyer or any Buyer’s successors to give and assignees receive notices and communications, to negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims (including Third Party Claims), and to make claims, collect and dispute, settle, compromise and make take all claims related to Article XI actions necessary or appropriate in the judgment of this Agreement. The Buyer’s Representative authority includes for the right accomplishment of the foregoing. Such agency may be changed from time to hire or retaintime upon not less than ten (10) days’ prior written notice, at executed by the sole expense of BuyerBuyer nominee on the Company Board, or any of to the Buyer’s successors and assignees, such counsel, investment bankers, accountants, representatives and other professional advisors as Buyer’s Representative determines in Buyer’s Representative sole and absolute discretion to Representative. No bond shall be necessary, appropriate or advisable in order to perform this Agreement. Sellers may rely upon any action taken by required of Buyer’s Representative, and to act in accordance with such action without independent investigation. The appointment and authority granted to Buyer’s Representative pursuant shall receive no compensation for his services. Notices or communications to this Section 2.5 or from Buyer’s Representative shall survive and continue constitute notice to be effective after the Mergeror from Buyer. (cii) After the Closing Date, Sellers may rely entirely on its dealings with, and notices to and from, Buyer’s Representative shall not be liable for any act done or omitted hereunder while acting in good faith and any act done or omitted pursuant to satisfy the advice of counsel shall be conclusive evidence of such good faith. The Surviving Corporation shall indemnify Buyer’s Representative and hold him harmless against any obligations it might have loss, liability, or expense incurred without gross negligence or bad faith on the part of Buyer’s Representative and arising out of or in connection with the acceptance or administration of his duties hereunder. (iii) A decision, act, consent or instruction of Buyer’s Representative shall constitute a decision of Buyer under this Agreement Article XI and shall be final, binding, and conclusive upon Buyer. The Stockholders’ Representative and the Stockholders may rely upon any decision, act, consent, or instruction of Buyer’s Representative as being the decision, act, consent or instruction of Buyer. Buyer’s Representative shall have the right to consent to the use of the Escrow Securities to settle any other agreement referred claim for which Buyer is entitled to in indemnification under this Agreement or otherwise to SellersArticle XI.