Extent and Survival of Authority. The appointment of the Administrator is an agency coupled with an interest and is irrevocable and any action taken by the Administrator pursuant to the authority granted in this Section 8(p) shall be effective and absolutely binding on each Family Member notwithstanding any contrary action of or direction from such Family Member, except for actions or omissions of the Administrator constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Family Member shall not terminate the authority and agency of the Administrator.
Extent and Survival of Authority. The appointment of the Shareholders’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Shareholders’ Representative pursuant to the authority granted in this Section 2.8 shall be effective and absolutely binding on each Shareholder notwithstanding any contrary action of or direction from such Shareholder, except for actions or omissions of the Shareholders’ Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Shareholder shall not terminate the authority and agency of the Shareholders’ Representative. Buyers and any other party to a Transaction Document in dealing with the Shareholders’ Representative may conclusively and absolutely rely, without inquiry, upon any act of the Shareholders’ Representative as the act of the Shareholder.
Extent and Survival of Authority. The appointment of the Stockholders’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders’ Representative pursuant to the authority granted in this Section 10.1 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Stockholders’ Representative. Parent, Merger Sub and any other party to an Ancillary Document in dealing with the Stockholders’ Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders’ Representative as the act of the Stockholders.
Extent and Survival of Authority. The appointment of the Stockholder Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholder Representative pursuant to the authority granted in this Section 2.4 shall be effective and absolutely binding on each of the Selling Stockholders notwithstanding any contrary action of or direction from such Selling Stockholders, except for actions or omissions of the Stockholder Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Selling Stockholder shall not terminate the authority and agency of the Stockholder Representative.
Extent and Survival of Authority. The appointment of the Securityholders’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Securityholders’ Representative pursuant to the authority granted in this Section 10.1 shall be effective and absolutely binding on each Securityholder notwithstanding any contrary action of or direction from such Securityholder, except for actions or omissions of the Securityholders’ Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Securityholder shall not terminate the authority and agency of the Securityholders’ Representative. Parent, Merger Sub and any other party to an Ancillary Document in dealing with the Securityholders’ Representative may conclusively and absolutely rely, without inquiry, upon any act of the Securityholders’ Representative as the act of the Securityholders.
Extent and Survival of Authority. The appointment of the Equityholders’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Equityholders’ Representative pursuant to the authority granted in this Section 11.16 shall be effective and absolutely binding on each Equityholder notwithstanding any contrary action of or direction from such Equityholder, except for actions or omissions of the Equityholders’ Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Equityholder shall not terminate the authority and agency of the Equityholders’ Representative. Buyer, Merger Sub and any other party to an Ancillary Document in dealing with the Equityholders’ Representative may conclusively and absolutely rely, without inquiry, upon any act of the Equityholders’ Representative as the act of the Equityholder.
Extent and Survival of Authority. The appointment of Seller Representative is an agency coupled with an interest and is irrevocable and any action taken by Seller Representative pursuant to the authority granted in this Section 9.17 shall be effective and absolutely binding on each Seller notwithstanding any contrary action of or direction from such Seller, except for actions or omissions of Seller Representative constituting willful misconduct or 67 gross negligence. The death or incapacity or dissolution or other termination of existence of any Seller shall not terminate the authority and agency of Seller Representative. Buyer in dealing with Seller Representative may conclusively and absolutely rely, without inquiry, upon any act of Seller Representative as the act of Sellers, all of which actions shall be final and binding upon the Seller and Buyer shall not have any liability for any Losses incurred by Seller Representative or any actions taken or omitted to be taken in accordance with or in reliance upon actions of Seller Representative, including in respect of the release or distribution of any amounts from the Indemnity Escrow Fund or the Adjustment Escrow Fund.
Extent and Survival of Authority. The appointment of the Members’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Members’ Representative pursuant to the authority granted in this Section 12.1 shall be effective and absolutely binding on each Member notwithstanding any contrary action of or direction from such Member, except for actions or omissions of the Members’ Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Member shall not terminate the authority and agency of the Members’ Representative. Buyer in dealing with the Members’ Representative may conclusively and absolutely rely, without inquiry, upon any act of the Members’ Representative as the act of the Member, all of which actions shall be final and binding upon the Members and Buyer shall not have any liability for any Losses incurred by the Members’ Representative or any actions taken or omitted to be taken in accordance with or in reliance upon actions of the Members’ Representative, including in respect of the release or distribution of any amounts from the Indemnity Escrow Fund or the Adjustment Escrow Fund.
Extent and Survival of Authority. The appointment of the Stockholders’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders’ Representative pursuant to the authority granted in this Section 10.1 shall be effective and absolutely binding on each Stockholder notwithstanding any contrary action of or direction from such Stockholder, except for actions or omissions of the Stockholders’ Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder shall not terminate the authority and agency of the Stockholders’ Representative. Parent, Merger Sub and any other party to an Ancillary Document in dealing with the Stockholders’ Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders’ Representative as the act of the Stockholders.
Extent and Survival of Authority. The appointment of the Shareholder Representative is an agency coupled with an interest and is irrevocable, and any action properly taken by the Shareholder Representative pursuant to the authority granted in this Section 3.1 or under the Cash Escrow Agreement shall be binding on each of the Effective Time Company Shareholders and the holders of Stock Options, notwithstanding any contrary action of or direction from such Effective Time Company Shareholders or holders of Stock Options. Notwithstanding anything to the contrary set forth in this Agreement, as between Parent or Parent Americas on the one hand, and the Shareholder Representative, the Effective Time Company Shareholders and the holders of Stock Options, on the other hand, it is expressly agreed that the Shareholder Representative shall have the full right and authority to act on behalf of and bind all of the Effective Time Company Shareholders and all of the holders of Stock Options to the extent and as to the matters specified herein, and Parent, Parent Americas and Escrow Agent shall be permitted to rely on any notice, decision or other action taken by (or omitted by) the Shareholder Representative in connection with this Agreement, the Merger and the transactions contemplated hereby, including, without limitation, any of the foregoing under this Section 3.1 and Parent, Parent Americas and Escrow Agent shall have no liability whatsoever to any Effective Time Company Shareholder or any holder of a Stock Option in taking any action (or omitting to take any action) in reasonable reliance on any notice, decision or other action taken or omitted by the Shareholder Representative.
