Common use of Contributor Representative Clause in Contracts

Contributor Representative. (a) Each Contributor hereby designates and appoints the Contributor Representative, and the Contributor Representative hereby agrees to serve, as agent and attorney-in-fact, for each Contributor (together with their respective successors and assigns, the “Represented Persons”), with full power and authority to take any and all actions that the Contributor Representative believes are necessary or appropriate to consummate the Transactions or otherwise take such actions as are provided herein, for and on behalf of the Represented Persons as fully as if each Represented Person was acting on its own behalf, including full power and authority on such Represented Person’s behalf to: (i) negotiate, defend, dispute, contest, assert, compromise and settle all claims and matters arising under this Agreement; (ii) interpret all of the terms and provisions of this Agreement and each other Transaction Agreement; (iii) negotiate, consent to, execute and deliver any amendment, waiver or consent of or under this Agreement; (iv) authorize, negotiate, compromise, settle, agree to and otherwise handle any adjustments to the Unadjusted Shares under this Agreement; (v) agree to, negotiate, enter into settlements and compromises of, and comply with judgments of courts or other Governmental Entities and awards of arbitrators with respect to any claims for indemnification against any Parent Party, in each case, relating to this Agreement; (vi) agree to, negotiate, enter into settlements and compromises of, and comply with judgments of courts or other Governmental Entities; (vii) make, execute, and deliver all other contracts, orders, receipts, notices, requests, instructions, certificates, letters and other writings as the Contributor Representative may deem necessary and proper in connection with Contributor’s obligations under this Agreement or any other Transaction Agreement, or to effect any of the foregoing; (viii) give and receive notices and communications under this Agreement; (ix) take any and all other actions specified or contemplated by this Agreement, and to engage counsel, accountants or other agents in connection with the foregoing matters; and (x) take all actions that are either (A) necessary or appropriate in the judgment of the Contributor Representative for the accomplishment of the foregoing or (B) specifically mandated by this Agreement, in each case, in accordance with the terms of this Agreement or in furtherance of the Transactions; provided, however, that the Contributor Representative (acting as such) shall not take any action or enter into any agreements or settlements, without the prior written consent of any applicable Represented Person that would (x) disproportionately and adversely affect such Represented Person in relation to any other Represented Person or (y) result in any liability to a Represented Person other than liabilities contemplated in Section 3.2(e)(iv) to be satisfied out of shares of Company Common Stock. Notices or communications to or from the Contributor Representative shall constitute notice to or from the Represented Persons for all purposes under this Agreement except where the context otherwise requires. The Contributor Representative shall provide notices or communications received by it on behalf of the Represented Persons promptly and in any case no more than three (3) Business Days after receipt. (b) A decision, act, consent or instruction of the Contributor Representative in accordance with the terms of this Agreement constitutes a decision, act, consent or instruction, as applicable, of the Represented Persons (except where the context otherwise requires or the consent of the Represented Persons is required and has not been obtained) and is final, binding and conclusive upon the Represented Persons, and any Person dealing with the Contributor Representative is entitled to rely on such decision, act, consent or instruction of the Contributor Representative as being the decision, act, consent or instruction of the Represented Persons. (c) This appointment and grant of power and authority by the Represented Persons to the Contributor Representative pursuant to this Section 11.16 is coupled with an interest, is in consideration of the mutual covenants made in this Agreement, is irrevocable and may not be terminated by the act of any Contributor or by operation of Laws, whether upon the death or incapacity of any Contributor, or by the occurrence of any other event. (d) The Company shall pay, including by advancing, all reasonable out-of-pocket costs and expenses of the Contributor Representative, subject to reasonable supporting documentation provided by the Contributor Representative to the Company. The Contributor Representative will have no liability to any Party, or any Party’s respective successors or assigns, with respect to actions taken or omitted to be taken in the Contributor Representative’s capacity as the Contributor Representative. (e) Notwithstanding anything in this Agreement to the contrary, the Contributor Representative shall be considered a Party for purposes of this Article XI.

Contributor Representative. (a) Each Contributor hereby designates and appoints the Contributor Representative, For purposes of this Agreement and the Ancillary Agreements, each Contributor Representative Party hereby agrees to servethe appointment of Resource America as the representative of each Contributor Party, as agent and the attorney-in-fact, for each Contributor (together with their respective successors and assigns, the “Represented Persons”), with full power and authority to take any and all actions that the Contributor Representative believes are necessary or appropriate to consummate the Transactions or otherwise take such actions as are provided herein, fact for and on behalf of each Contributor Party, and the Represented Persons as fully as if each Represented Person was acting on its own behalftaking by the Contributor Representative of any and all actions and the making of any decisions required or permitted to be taken by them under or contemplated by this Agreement, the Ancillary Agreements and the other documents, agreements, certificates, schedules or other instruments contemplated hereby or thereby, including full the exercise of the power and authority on such Represented Person’s behalf to: to (i) negotiate, defend, dispute, contest, assert, compromise and settle all claims and matters arising under execute this Agreement; , the Ancillary Agreements and any other documents, agreements, certificates, schedules or other instruments contemplated hereby or thereby, including all amendments to such documents, and take all actions required or permitted to be taken under such documents, (ii) interpret all authorize delivery to Buyer of the terms and provisions Purchase Price, or any portion thereof (including any Deferred Payment), in satisfaction of indemnification or other claims contemplated by this Agreement and each other Transaction or any Ancillary Agreement; , (iii) negotiate, consent to, execute and deliver any amendment, waiver or consent of or under this Agreement; (iv) authorize, negotiate, compromise, settle, agree to and otherwise handle any adjustments to the Unadjusted Shares under this Agreement; (v) agree to, negotiate, enter into settlements and compromises of, of and comply with judgments orders of courts or other Governmental Entities and awards of arbitrators with respect to any claims for such indemnification against any Parent Party, in each case, relating to this Agreement; (vi) agree to, negotiate, enter into settlements and compromises of, and comply with judgments of courts or other Governmental Entities; claims, (viiiv) makeresolve any indemnification or other claims, execute, (v) receive and deliver all other contracts, orders, receipts, notices, requests, instructions, certificates, letters and other writings as the Contributor Representative may deem necessary and proper in connection with Contributor’s obligations under this Agreement or any other Transaction Agreement, or to effect any of the foregoing; (viii) give and receive forward notices and communications under pursuant to this Agreement; (ix) take Agreement and any and all other actions specified or contemplated by this Ancillary Agreement, and to engage counsel, accountants or other agents in connection with the foregoing matters; and (xvi) take all actions that are either (A) necessary or appropriate in the judgment of the Contributor Representative for the accomplishment of the foregoing or (B) specifically mandated by and all of the other terms, conditions and limitations of this Agreement, in each casethe Ancillary Agreements and any other documents, in accordance with the terms of this Agreement agreements, certificates, schedules or in furtherance of the Transactions; provided, however, that other instruments contemplated hereby or thereby. Resource America hereby accepts his appointment as the Contributor Representative (acting as such) shall not take any action or enter into any agreements or settlements, without the prior written consent of any applicable Represented Person that would (x) disproportionately and adversely affect such Represented Person in relation to any other Represented Person or (y) result in any liability to a Represented Person other than liabilities contemplated in Section 3.2(e)(iv) to be satisfied out of shares of Company Common Stock. Notices or communications to or from the Contributor Representative shall constitute notice to or from the Represented Persons for all purposes under this Agreement except where the context otherwise requiresRepresentative. The Contributor Representative shall provide notices or communications received is hereby authorized by it each Contributor Party to act on its behalf of as required hereunder and under the Represented Persons promptly Ancillary Agreements and in to disburse the Purchase Price (including any case no more than three (3) Business Days after receipt. (b) A decision, act, consent or instruction of Deferred Payment). Each Contributor Party agrees to be bound by all actions taken and documents executed by the Contributor Representative in accordance connection with is Agreement, the terms of this Agreement constitutes a decision, act, consent or instruction, as applicable, of the Represented Persons (except where the context otherwise requires or the consent of the Represented Persons is required and has not been obtained) and is final, binding and conclusive upon the Represented Persons, Ancillary Agreements and any Person dealing with the Contributor Representative is other documents, agreements, certificates, schedules or other instruments contemplated hereby or thereby, including this Section 6.12. Each Buyer Indemnified Party shall be entitled to rely on such decision, act, consent any action or instruction decision of the Contributor Representative as being the decision, act, consent or instruction full and final decision of the Represented Persons. (c) This appointment Contributor Parties and grant shall be fully protected and indemnified for its reliance thereof. Each Contributor Party shall release and discharge the Buyer Indemnified Parties from and against any Liability arising out of power and authority by the Represented Persons to or in connection with any action or decision of the Contributor Representative pursuant to this Section 11.16 is coupled with an interest, is in consideration of the mutual covenants made in this Agreement, is irrevocable and may not be terminated by the act of any Contributor or by operation of Laws, whether upon the death or incapacity of any Contributor, or by the occurrence of any other event. (d) The Company shall pay, including by advancing, all reasonable out-of-pocket costs and expenses of the Contributor Representative, subject ’s failure to reasonable supporting documentation provided distribute any amounts received by the Contributor Representative to the Company. The Contributor Representative will have no liability to any Partyon behalf of, or any for further distribution to, each Contributor Party’s respective successors or assigns, with respect to actions taken or omitted to be taken in . From and after the Contributor Representative’s capacity as the Contributor Representative. (e) Notwithstanding anything in this Agreement to the contraryClosing, the Contributor Parties may appoint a new Contributor Representative by unanimous written consent by sending notice of such appointment to Buyer. Such appointment shall be considered a Party for purposes effective upon the later of this Article XIthe date indicated in the notice or the date such notice is received by Buyer.