Indemnitor Representatives Sample Clauses

Indemnitor Representatives. For purposes of this Agreement and the Pledge Agreement, each of the Indemnitors hereby designates each of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Prio Touzet (the “Representatives”) as the sole and exclusive representatives of such Indemnitor from and after the Effective Date with respect to the matters arising under this Agreement, with full powers of substitution to act in the name, place and stead of such Indemnitor with respect to the performance on behalf of such Indemnitor under the terms and provisions of this Agreement, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Representatives shall deem necessary or appropriate in connection with any of the transactions contemplated by this Agreement. The appointment of the Representatives as the Indemnitor’s representative under this Agreement shall be deemed coupled with an interest and shall be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any actions of the Representatives as the acts of the Indemnitors in all matters referred to in this Agreement. The Representatives shall act for the Indemnitors on all of the matters set forth in this Agreement in the manner that he believes to be in the best interest of the Indemnitors, but the Representatives shall not be responsible to any Indemnitor for any Damage any Indemnitor may suffer by reason of the performance by the Representatives of their duties as the representative of any Indemnitor under this Agreement, other than Damages arising from willful misconduct in the performance of the Representatives’ duties as the representatives of the Indemnitors under this Agreement. Each Indemnitor hereby agrees that such Indemnitor will be bound by any action taken by the Representatives as representative of the Indemnitors in accordance with this Agreement or the Pledge Agreement and that such Indemnitor will, if requested by the Representatives, confirm in writing to be so bound and to ratify the action so taken. The Representatives shall promptly deliver to each Indemnitor any notice received by him concerning this Agreement. Any Representative may resign as a representative hereunder at any time upon written notice to the Indemnitors, the Company and the Operating Partnership, at which time he shall immediately cease to be a representative hereunder.