Common use of Management Representative Clause in Contracts

Management Representative. By executing this Agreement, each of the Members (other than ML Acquisition and Crestview) shall be deemed to have irrevocably constituted and appointed Xxxxxx X. Xxxxx (in the capacity described in this Section 7.17 and each successor as provided below, the “Management Representative”) as his, her or its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such Members which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including but not limited to: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) receipt and forwarding of notices and communications pursuant to this Agreement; (iv) administration of the provisions of this Agreement; (v) giving or agreeing to, on behalf of such Members, any and all consents, waivers, amendments or modifications deemed by the Management Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) amending this Agreement or any of the instruments to be delivered to the Corporation pursuant to this Agreement; (vii) taking actions Management Representative is expressly authorized to take pursuant to the other provisions of this Agreement; (viii) negotiating and compromising, on behalf of such Members, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby and executing, on behalf of such Members, any settlement agreement, release or other document with respect to such dispute or remedy; and (ix) engaging attorneys, accountants, agents or consultants on behalf of such Members in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. If the Management Representative is unable or unwilling to so serve, then the Members (other than ML Acquisition and Crestview), as applicable, holding a majority of the common units owned by such Members outstanding on the date hereof, shall elect a new Management Representative. To the fullest extent permitted by law, none of the Management Representative, any of its Affiliates, or any of the Management Representative’s or Affiliate’s directors, officers, employees or other agents (each a “Covered Person”) shall be liable, responsible or accountable in damages or otherwise to any Member, the LLC or the Corporation for damages arising from any action taken or omitted to be taken by the Management Representative or any other Person with respect to the LLC or the Corporation, except in the case of any action or omission which constitutes, with respect to such Person, willful misconduct or fraud. Each of the Covered Persons may consult with legal counsel, accountants, and other experts selected by it, and any act or omission suffered or taken by it on behalf of the LLC or the Corporation or in furtherance of the interests of the LLC or the Corporation in good faith in reliance upon and in accordance with the advice of such counsel, accountants, or other experts shall create a rebuttable presumption of the good faith and due care of such Covered Person with respect to such act or omission; provided that such counsel, accountants, or other experts were selected with reasonable care. Each of the Covered Persons may rely in good faith upon, and shall have no liability to the LLC, the Corporation or the Members for acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

Management Representative. By executing this Agreement, each of the Members (other than ML Acquisition ACON and Crestviewany of its Affiliates) shall be deemed to have irrevocably constituted and appointed Xxxxxxx Xxxxxx X. Xxxxx (in the capacity described in this Section 7.17 and each successor as provided below, the “Management Representative”) as his, her or its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such Members which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including but not limited to: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) except to the extent specifically provided in this Agreement that notice shall be sent to Fundamental, receipt and forwarding of notices and communications pursuant to this Agreement; (iv) administration of the provisions of this Agreement; (v) except with respect to Fundamental in respect of matters for which Fundamental has negotiated separate protections as described herein, giving or agreeing to, on behalf of such Members, any and all consents, waivers, amendments or modifications deemed by the Management Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) except with respect to Fundamental, amending this Agreement or any of the instruments to be delivered to the Corporation pursuant to this Agreement; (vii) taking actions Management Representative is expressly authorized to take pursuant to the other provisions of this Agreement; (viii) except with respect to Fundamental, negotiating and compromising, on behalf of such Members, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby and executing, on behalf of such Members, any settlement agreement, release or other document with respect to such dispute or remedy; and (ix) engaging attorneys, accountants, agents or consultants on behalf of such Members in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. If the Management Representative is unable or unwilling to so serve, then the Members (other than ML Acquisition ACON and Crestviewits Affiliates), as applicable, holding a majority of the common units owned by such Members outstanding on the date hereof, shall elect a new Management Representative. To the fullest extent permitted by law, none of the Management Representative, any of its Affiliates, or any of the Management Representative’s or Affiliate’s directors, officers, employees or other agents (each a “Covered Person”) shall be liable, responsible or accountable in damages or otherwise to any Member, the LLC or the Corporation for damages arising from any action taken or omitted to be taken by the Management Representative or any other Person with respect to the LLC or the Corporation, except in the case of any action or omission which constitutes, with respect to such Person, willful misconduct or fraud. Each of the Covered Persons may consult with legal counsel, accountants, and other experts selected by it, and any act or omission suffered or taken by it on behalf of the LLC or the Corporation or in furtherance of the interests of the LLC or the Corporation in good faith in reliance upon and in accordance with the advice of such counsel, accountants, or other experts shall create a rebuttable presumption of the good faith and due care of such Covered Person with respect to such act or omission; provided that such counsel, accountants, or other experts were selected with reasonable care. Each of the Covered Persons may rely in good faith upon, and shall have no liability to the LLC, the Corporation or the Members for acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.. [Signature Page Follows This Page]

Management Representative. (a) By executing the execution and delivery of this Agreement, including counterparts hereof, each of Management Shareholder hereby irrevocably constitutes and appoints Xx. Xxxx XxXxxxxx as the Members true and lawful agent and attorney-in-fact (other than ML Acquisition and Crestview) shall be deemed to have irrevocably constituted and appointed Xxxxxx X. Xxxxx (in the capacity described in this Section 7.17 and each successor as provided below, the “Management Representative”) as his, her or its agent and attorney in fact of each Management Shareholder with full power powers of substitution to act in the name, place and stead of each Management Shareholder with respect to the performance on behalf of each Management Shareholder under the terms and provisions of this Agreement, as the same may be from and after the date hereof time to time amended, and to do any or refrain from doing all such further acts and things, and to execute all things and execute any and all documents on behalf of such Members which may be necessarydocuments, convenient as the Management Representative shall deem necessary or appropriate to facilitate in connection with any matters of the transactions contemplated under this Agreement, including but not limited the power to: : (i) execution act for each Management Shareholder with respect to all claims pursuant to the terms of this Agreement, including the right to compromise or settle any such claims on behalf of each Seller; (ii) act for each Management with respect to all Purchase Price matters and all Purchase Price adjustment matters referred to herein; (iii) amend or waive any provision of this Agreement in any manner that does not differentiate among the Management Shareholder; (iv) receive and receipt for any portion of the documents and certificates required Purchase Price or any other payment due from Buyer to any Management Shareholder pursuant to this Agreement; ; (iiv) receipt receive all notices, communications and forwarding deliveries hereunder on behalf of notices and communications pursuant to any Management Shareholder under this Agreement; and (ivvi) administration of the provisions of this Agreement; (v) giving do or agreeing to, refrain from doing any further act or deed on behalf of such Members, any and all consents, waivers, amendments or modifications deemed by the each Management Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) amending this Agreement or any of the instruments to be delivered to the Corporation pursuant to this Agreement; (vii) taking actions Management Representative is expressly authorized to take pursuant to the other provisions of this Agreement; (viii) negotiating and compromising, on behalf of such Members, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby and executing, on behalf of such Members, any settlement agreement, release or other document with respect to such dispute or remedy; and (ix) engaging attorneys, accountants, agents or consultants on behalf of such Members in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. If Shareholder which the Management Representative is unable deems necessary or unwilling to so serveappropriate, then in the Members (other than ML Acquisition and Crestview), as applicable, holding a majority of the common units owned by such Members outstanding on the date hereof, shall elect a new Management Representative. To the fullest extent permitted by law, none sole discretion of the Management Representative, relating to the subject matter of this Agreement as fully and completely as any Management Shareholder could do if personally present and acting and as though any reference to any Management Shareholder in this Agreement was a reference to the Management Representative. (b) The appointment of its Affiliatesthe Management Representative shall be deemed coupled with an interest and shall be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Management Representative as the act of each Management Shareholder in all matters referred to in this Agreement. Each Management Shareholder hereby ratifies and confirms all that the Management Representative shall do or any cause to be done by virtue of the Management Representative’s or Affiliate’s directorsappointment as Management Representative of each Management Shareholder. The Management Representative shall act for each Management Shareholder on all of the matters set forth in this Agreement in the manner the Management Representative believes to be in the best interest of each Management Shareholder, officers, employees or other agents (each a “Covered Person”) but the Management Representative shall not be liable, responsible or accountable in damages or otherwise to any Member, Management Shareholder for any loss or damage any Management Shareholder may suffer by reason of the LLC or the Corporation for damages arising from any action taken or omitted to be taken performance by the Management Representative of the Management Representative’s duties under this Agreement, other than loss or any other Person with respect to the LLC or the Corporation, except damage arising from willful misconduct in the case of any action or omission which constitutes, with respect to such Person, willful misconduct or fraud. Each performance of the Covered Persons may consult with legal counselManagement Representative’s duties under this Agreement. (c) In the event the Management Representative resigns or ceases to function in such capacity for any reason whatsoever, accountantsthen the successor Management Representative shall be the person that the Management Shareholders appoint; provided, and other experts selected by ithowever, and that if for any act or omission suffered or taken by it on behalf of the LLC or the Corporation or in furtherance of the interests of the LLC or the Corporation in good faith in reliance upon and in accordance with the advice reason no successor has been appointed within thirty (30) days of such counselresignation or cessation, accountants, or other experts shall create a rebuttable presumption then any of Buyer and/or the good faith and due care of such Covered Person with respect to such act or omission; provided that such counsel, accountants, or other experts were selected with reasonable care. Each of the Covered Persons may rely in good faith upon, and Management Shareholders shall have no liability the right to the LLC, the Corporation or the Members petition a court of competent jurisdiction for acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or partiesappointment of a successor Management Shareholders Representative.

Management Representative. By executing (a) The Management Representative, on the terms hereafter set out, shall act for the Management Sellers with respect to any claim for indemnification made under Section 13 by the Buyer Indemnified Parties (other than relating to third party claims or a Tax Claim). For greater certainty, the assumption by the Management Representative of the responsibilities set out in this Section 15.23 does not make any of Management Sellers liable for more than their respective Pro Rata Liability Share of any claim by the Buyer Indemnified Parties. In each such case in this Agreement, each of the Members (other than ML Acquisition and Crestview) Buyer shall be deemed entitled to have irrevocably constituted direct all communications to the Management Sellers through, and appointed Xxxxxx X. Xxxxx (in the capacity described in this Section 7.17 and each successor as provided belowrely on decisions made by, the “Management Representative”. With respect to all such matters, the Management Representative may (i) as his, her or its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do take any and all things actions (including without limitation executing and execute delivering any documents), incurring any costs and expenses for the account of the Management Sellers and making any and all documents on behalf of such Members determinations which may be necessary, convenient required or appropriate permitted to facilitate any matters be taken by the Management Representative under this Agreement, including but not limited to: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) receipt exercise such other rights, power and forwarding of notices authority as are authorized, delegated and communications pursuant granted to the Management Representative under this Agreement; , (iviii) administration of the provisions of this Agreement; (v) giving dispute or agreeing to, on behalf of such Members, refrain from disputing any and all consents, waivers, amendments or modifications deemed claim made by the Management Representative, in its sole and absolute discretion, to be necessary or appropriate Buyer Indemnified Parties under this Agreement and against the execution or delivery of any documents that may be necessary or appropriate in connection therewith; Management Sellers, (vi) amending this Agreement or any of the instruments to be delivered iv)with respect to the Corporation pursuant to this Agreement; (vii) taking actions Management Representative is expressly authorized to take pursuant to the other provisions of this Agreement; (viii) negotiating Sellers, negotiate and compromising, on behalf of such Members, compromise any dispute that may arise under, under and exercising exercise or refraining refrain from exercising any remedies available underunder this Agreement, this Agreement or any other agreement contemplated hereby and executing, on behalf of such Members, (v) execute any settlement agreement, release or other document with respect to such dispute or remedy; , and (ixvi) engaging attorneysexercise such rights, accountants, agents or consultants on behalf power and authority as are incidental to the foregoing. (b) Each of such Members in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. If the Management Sellers acts through the Management Representative is unable or unwilling with respect to so serve, then the Members (other than ML Acquisition matters set out in Section 15.23(a) and Crestview), as applicable, holding a majority none of the common units owned Management Sellers have the right to act independently with respect to any such matter or to institute or participate in any suit, action or proceeding, now existing or hereafter arising, against or by the Buyer with respect to this Agreement, any such Members outstanding on right being irrevocably and exclusively with the date hereof, shall elect a new Management Representative. To Notwithstanding any disagreement or dispute among the fullest extent permitted Management Sellers or between any of the Management Sellers and the Management Representative, the Buyer shall be entitled to rely on any and all action taken by lawthe Management Representative under this Agreement with respect to matters set out in Section 15.23(a), none without any liability to, or obligation to inquire of, any of the Management Sellers. (c) The power and authority of the Management Representative, any as described in this Agreement, shall be effective until all rights and obligations of its Affiliatesthe Management Sellers under this Agreement, have terminated, expired or been fully performed. Each of the Management Sellers shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the Management Representative may require from time to time for the purpose of giving effect to this Section 15.23 and shall use best efforts and take all such steps as may be within its power to implement to their full extent the provisions of this Section 15.23. (d) Each of the Management Sellers shall severally indemnify and hold the Management Representative (including, for greater certainty, his heirs, executors and personal representatives) (the “Management Representative Indemnified Parties”) harmless from and against such Management Sellers’ proportionate share (relative to the other Management Shareholders) of any loss, damage or deficiencies (except as a result from the Management Representative’s willful misconduct as determined by a court of competent jurisdiction) that the Management Representative Indemnified Parties may suffer or incur in connection with any action taken by the Management Representative. Each of the Management Sellers (including the members of the Hxxxxx Group) shall bear his, her or its proportionate share (relative to the other Management Shareholders) of such loss, damage or deficiency. The Management Representative Indemnified Parties shall not be liable to any of the Management Representative’s or Affiliate’s directors, officers, employees or other agents (each a “Covered Person”) shall be liable, responsible or accountable in damages or otherwise Sellers with respect to any Member, the LLC action or the Corporation for damages arising from any action omission taken or omitted to be taken by the Management Representative or any other Person with respect pursuant to the LLC or the Corporationthis Section 15.23, except in respect of the case of any action or omission which constitutes, with respect to such Person, Management Representative’s willful misconduct as determined by a court of competent jurisdiction. The Management Representative Indemnified Parties shall not be responsible in any manner whatsoever for any failure or fraud. Each inability of the Covered Persons may consult with legal counsel, accountants, and other experts selected by it, and Buyer to honor any act or omission suffered or taken by it on behalf of the LLC or provisions of this Agreement. The Management Representative Indemnified Parties shall be fully protected by the Corporation or Management Sellers in furtherance of the interests of the LLC or the Corporation in good faith in reliance upon and in accordance with the advice of such counsel, accountants, or other experts shall create a rebuttable presumption of the good faith and due care of such Covered Person with respect to such act or omission; provided that such counsel, accountants, or other experts were selected with reasonable care. Each of the Covered Persons may rely in good faith upon, and shall have no liability to the LLC, the Corporation or the Members for acting or refraining from acting uponrelying upon any written notice, any resolutiondirection, certificaterequest, statement, instrument, opinion, reportwaiver, notice, request, consent, order, bond, debenture, receipt or other paper or document reasonably believed by it which the Management Representative in good faith believes to be genuine and to have been signed or presented by the proper party or parties. The Management Representative Indemnified Parties shall not be liable to the Management Sellers or the Buyer for any error of judgment, or any act done or step taken or omitted in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own willful misconduct as determined by a court of competent jurisdiction. (e) The Management Representative may seek the advice of legal counsel, engage experts or otherwise incur reasonable expenses in the event of any dispute or question as to the construction of any of the provisions of this Agreement, or its duties hereunder, and the Management Representative Indemnified Parties shall incur no liability to the Management Sellers with respect to any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel or advice of such expert. (f) Each of the Management Sellers shall severally reimburse or otherwise hold the Management Representative Indemnified Parties harmless from and against his, her or its proportionate share (relative to the other Management Shareholders) of any and all costs and expenses incurred by the Management Representative in connection with this Agreement and the transactions contemplated hereby, including attorneys’ fees or fees of other experts, and, in addition to any and all other remedies available, the Management Representative Indemnified Parties shall have the right to direct that any amounts due to the Management Sellers under this Agreement be paid to the Management Representative Indemnified Parties to satisfy such costs and expenses. (g) By execution and delivery of this Agreement by such Management Seller or his or her representative, agent or attorney, each of the Management Sellers hereby irrevocably constitutes and appoints the Management Representative as the true and lawful agent and attorney-in-fact of such Management Seller which appointment is coupled with an interest, with full authority and power of substitution, except to the extent expressly provided to the contrary herein, to act in the name, place and stead of such Management Seller with respect to the matters set out in Section 15.23(a) (including without limitation to receive or deliver any and all notices to be delivered to or by any of the Management Sellers hereunder). Buyer and each of the Management Sellers hereby acknowledges that the Management Representative, with respect to the matters set out in this Section 15.23, will not be acting in such Person’s individual capacity pursuant to the terms of this Agreement, but solely in its capacity as the Management Representative (and accordingly, as a representative of the Management Sellers). Buyer and each of the Management Sellers hereby agrees that the Management Representative will not be liable to that party for any action taken or omitted in good faith in its capacity as the Management Representative.

Management Representative. By executing this Agreement, each of the LLC Option Holders, whether in their capacity as LLC Option Holders or Members (other than ML Acquisition and Crestview) hereunder, shall be deemed to have irrevocably constituted and appointed Xxxxxx X. Xxxx Xxxxx (in the capacity described in this Section 7.17 and each successor as provided below, the “Management Representative”) as his, her or its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such LLC Option Holders, whether in their capacity as LLC Option Holders or Members hereunder, which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including but not limited to: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) receipt and forwarding of notices and communications pursuant to this Agreement; (iv) administration of the provisions of this Agreement; (v) giving or agreeing to, on behalf of such MembersLLC Option Holders, any and all consents, waivers, amendments or modifications deemed by the Management Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) amending this Agreement or any of the instruments to be delivered to the Corporation pursuant to this Agreement; (vii) taking actions Management Representative is expressly authorized to take pursuant to the other provisions of this Agreement; (viii) negotiating and compromising, on behalf of such MembersLLC Option Holders, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby and executing, on behalf of such Membersthe LLC Option Holders, any settlement agreement, release or other document with respect to such dispute or remedy; and (ix) engaging attorneys, accountants, agents or consultants on behalf of such Members the LLC Option Holders in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. If the Management Representative appointed on the date hereof is unable or unwilling to continue to serve as the Management Representative, then Xxxxxx Xxxx shall serve as the Management Representative. If Xxxxxx Xxxx is unable or unwilling to so serve, then the Members (other than ML Acquisition and Crestview)LLC Option Holders or former LLC Option Holders, as applicable, holding a majority of the common units owned by such Members underlying the LLC Options outstanding on the date hereof, shall elect a new Management Representative. To the fullest extent permitted by law, none of the Management Representative, any of its Affiliates, or any of the Management Representative’s or Affiliate’s directors, officers, employees or other agents (each a “Covered Person”) shall be liable, responsible or accountable in damages or otherwise to any Member, the LLC or the Corporation for damages arising from any action taken or omitted to be taken by the Management Representative or any other Person with respect to the LLC or the Corporation, except in the case of any action or omission which constitutes, with respect to such Person, willful misconduct or fraud. Each of the Covered Persons may consult with legal counsel, accountants, and other experts selected by it, and any act or omission suffered or taken by it on behalf of the LLC or the Corporation or in furtherance of the interests of the LLC or the Corporation in good faith in reliance upon and in accordance with the advice of such counsel, accountants, or other experts shall create a rebuttable presumption of the good faith and due care of such Covered Person with respect to such act or omission; provided that such counsel, accountants, or other experts were selected with reasonable care. Each of the Covered Persons may rely in good faith upon, and shall have no liability to the LLC, the Corporation or the Members for acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

Management Representative. (a) By executing this Agreementthe execution and delivery of individual power of attorney forms, each of the Members (other than ML Acquisition and Crestview) shall be deemed to have Management Sellers irrevocably constituted and appointed Xxxxxx X. Xxxxxxx Xxxxx (in as the capacity described in this Section 7.17 Management Representative and each successor as provided below, the “Management Representative”) as his, her or its true and lawful agent and attorney in attorney-in-fact of each of the Management Sellers with full power powers of substitution to act from in the name, place and after stead of each of the date Management Sellers with respect to the performance on behalf of the Management Sellers under the terms and provisions hereof and to do any or refrain from doing all such further acts and things, and to execute all things and execute any and all documents on behalf of such Members which may be necessarydocuments, convenient as the Management Sellers shall deem necessary or appropriate to facilitate in connection with any matters under this Agreementtransaction hereunder, including but not limited which such appointment shall include the full power and authority to: : (i) execution of amend or waive any provision hereof (including any condition to Closing) in any manner that does not differentiate among the documents and certificates required pursuant to this AgreementManagement Sellers; and (ii) receipt to enforce and forwarding protect the rights and interests of notices and communications pursuant the Management Sellers arising out of or under or in any manner relating to this Agreement; Agreement and, in connection therewith, to (iva) administration resolve all questions, disputes, conflicts and controversies arising hereunder, (b) employ, obtain and rely upon the advice of the provisions of this Agreement; (v) giving or agreeing tolegal counsel, on behalf of such Members, any accountants and all consents, waivers, amendments or modifications deemed by other professional advisors as the Management Representative, in its his sole and absolute discretion, deems necessary or advisable, (c) assert or institute any claim, action, proceeding or investigation, (d) investigate, defend, contest, litigate and receive process in any claim, action, proceeding or investigation, and (e) settle or compromise any claims asserted under this Agreement. (b) The appointment of the Management Representative shall be deemed coupled with an interest and shall be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Management Representative as the act of each of the Management Sellers in all matters referred to herein. The Management Representative shall act for each of the Management Sellers on all matters set forth herein in the manner the Management Representative believes to be necessary or appropriate under this Agreement and in the execution or delivery best interest of any documents that may the Management Sellers, collectively, but the Management Representative shall not be necessary or appropriate in connection therewith; (vi) amending this Agreement or responsible to any of the instruments to be delivered to Management Sellers for any loss or damage any of the Corporation pursuant to this Agreement; (vii) taking actions Management Sellers may suffer by reason of the performance by the Management Representative is expressly authorized to take pursuant to the other provisions of this Agreement; (viii) negotiating and compromising, on behalf of such Members, any dispute Management Representative’s duties hereunder. (c) Each of the Management Sellers expressly acknowledged and agreed that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby and executing, on behalf of such Members, any settlement agreement, release or other document with respect to such dispute or remedy; and (ix) engaging attorneys, accountants, agents or consultants on behalf of such Members in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. If the Management Representative is unable or unwilling authorized to so serve, then the Members (other than ML Acquisition and Crestview), as applicable, holding a majority of the common units owned by such Members outstanding act on the date hereof, shall elect a new Management Representative. To the fullest extent permitted by law, none behalf of the Management Representative, Sellers notwithstanding any of its Affiliates, dispute or any of disagreement among the Management Representative’s or Affiliate’s directorsSellers, officers, employees or other agents (each a “Covered Person”) and that any Person shall be liable, responsible or accountable in damages or otherwise entitled to rely on any Member, the LLC or the Corporation for damages arising from any and all action taken or omitted to be taken by the Management Representative hereunder without liability to, or obligation to inquire of, the Management Sellers. In the event the Management Representative resigns or ceases to function in such capacity for any other Person with respect to reason whatsoever, then the LLC or successor of the Corporation, except in Management Representative shall be the case of any action or omission which constitutes, with respect to such Person, willful misconduct or fraud. Each of the Covered Persons may consult with legal counsel, accountants, and other experts selected by it, and any act or omission suffered or taken by it on behalf of the LLC or the Corporation or in furtherance of the interests of the LLC or the Corporation in good faith in reliance upon and in accordance with the advice of such counsel, accountants, or other experts shall create a rebuttable presumption of the good faith and due care of such Covered Person with respect to such act or omission; provided that such counsel, accountants, or other experts were selected with reasonable care. Each of the Covered Persons may rely in good faith upon, and shall have no liability to the LLCif any, the Corporation or the Members for acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed by it to be genuine Management Sellers unanimously approve and to have been signed or presented by the proper party or partiesappoint.

Management Representative. By executing this Agreement, each of the LLC Option Holders, whether in their capacity as LLC Option Holders or Members (other than ML Acquisition and Crestview) hereunder, shall be deemed to have irrevocably constituted and appointed Xxxxxx X. Xxxxx [ ] (in the capacity described in this Section 7.17 and each successor as provided below, the “Management Representative”) as his, her or its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such LLC Option Holders, whether in their capacity as LLC Option Holders or Members hereunder, which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including but not limited to: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) receipt and forwarding of notices and communications pursuant to this Agreement; (iv) administration of the provisions of this Agreement; (v) giving or agreeing to, on behalf of such MembersLLC Option Holders, any and all consents, waivers, amendments or modifications deemed by the Management Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) amending this Agreement or any of the instruments to be delivered to the Corporation pursuant to this Agreement; (vii) taking actions Management Representative is expressly authorized to take pursuant to the other provisions of this Agreement; (viii) negotiating and compromising, on behalf of such MembersLLC Option Holders, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby and executing, on behalf of such Membersthe LLC Option Holders, any settlement agreement, release or other document with respect to such dispute or remedy; and (ix) engaging attorneys, accountants, agents or consultants on behalf of such Members the LLC Option Holders in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. If the Management Representative appointed on the date hereof is unable or unwilling to continue to serve as the Management Representative, then [ ] shall serve as the Management Representative. If [ ] is unable or unwilling to so serve, then the Members (other than ML Acquisition and Crestview)LLC Option Holders or former LLC Option Holders, as applicable, holding a majority of the common units owned by such Members underlying the LLC Options outstanding on the date hereof, shall elect a new Management Representative. To the fullest extent permitted by law, none of the Management Representative, any of its Affiliates, or any of the Management Representative’s or Affiliate’s directors, officers, employees or other agents (each a “Covered Person”) shall be liable, responsible or accountable in damages or otherwise to any Member, the LLC or the Corporation for damages arising from any action taken or omitted to be taken by the Management Representative or any other Person with respect to the LLC or the Corporation, except in the case of any action or omission which constitutes, with respect to such Person, willful misconduct or fraud. Each of the Covered Persons may consult with legal counsel, accountants, and other experts selected by it, and any act or omission suffered or taken by it on behalf of the LLC or the Corporation or in furtherance of the interests of the LLC or the Corporation in good faith in reliance upon and in accordance with the advice of such counsel, accountants, or other experts shall create a rebuttable presumption of the good faith and due care of such Covered Person with respect to such act or omission; provided that such counsel, accountants, or other experts were selected with reasonable care. Each of the Covered Persons may rely in good faith upon, and shall have no liability to the LLC, the Corporation or the Members for acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

Management Representative. By executing this Agreement, each of the Members (other than ML Acquisition ACON and Crestviewany of its Affiliates) shall be deemed to have irrevocably constituted and appointed Rxxxxxx Xxxxxx X. Xxxxx (in the capacity described in this Section 7.17 and each successor as provided below, the “Management Representative”) as his, her or its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such Members which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including but not limited to: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) except to the extent specifically provided in this Agreement that notice shall be sent to Fundamental, receipt and forwarding of notices and communications pursuant to this Agreement; (iv) administration of the provisions of this Agreement; (v) except with respect to Fundamental in respect of matters for which Fundamental has negotiated separate protections as described herein, giving or agreeing to, on behalf of such Members, any and all consents, waivers, amendments or modifications deemed by the Management Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) except with respect to Fundamental, amending this Agreement or any of the instruments to be delivered to the Corporation pursuant to this Agreement; (vii) taking actions Management Representative is expressly authorized to take pursuant to the other provisions of this Agreement; (viii) except with respect to Fundamental, negotiating and compromising, on behalf of such Members, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby and executing, on behalf of such Members, any settlement agreement, release or other document with respect to such dispute or remedy; and (ix) engaging attorneys, accountants, agents or consultants on behalf of such Members in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. If the Management Representative is unable or unwilling to so serve, then the Members (other than ML Acquisition ACON and Crestviewits Affiliates), as applicable, holding a majority of the common units owned by such Members outstanding on the date hereof, shall elect a new Management Representative. To the fullest extent permitted by law, none of the Management Representative, any of its Affiliates, or any of the Management Representative’s or Affiliate’s directors, officers, employees or other agents (each a “Covered Person”) shall be liable, responsible or accountable in damages or otherwise to any Member, the LLC or the Corporation for damages arising from any action taken or omitted to be taken by the Management Representative or any other Person with respect to the LLC or the Corporation, except in the case of any action or omission which constitutes, with respect to such Person, willful misconduct or fraud. Each of the Covered Persons may consult with legal counsel, accountants, and other experts selected by it, and any act or omission suffered or taken by it on behalf of the LLC or the Corporation or in furtherance of the interests of the LLC or the Corporation in good faith in reliance upon and in accordance with the advice of such counsel, accountants, or other experts shall create a rebuttable presumption of the good faith and due care of such Covered Person with respect to such act or omission; provided that such counsel, accountants, or other experts were selected with reasonable care. Each of the Covered Persons may rely in good faith upon, and shall have no liability to the LLC, the Corporation or the Members for acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.