Common use of MANAGEMENT SELLERS’ REPRESENTATIVE Clause in Contracts

MANAGEMENT SELLERS’ REPRESENTATIVE. 17.1 Each Management Seller and each Leaver hereby appoints Xxxx Xxxxxxxx to be the Management Sellers’ and the Leavers’ representative (the “Management Sellers’ Representative”) and authorises him to (i) take all such action as the Transaction Documents expressly provide to be taken by the Management Sellers’ Representative; (ii) make any request, election, proposal, consent, amendment or waiver that is required to be made in respect of the transactions contemplated by the Transaction Documents on behalf of the Management Sellers; and (iii) to receive such notices as the Transaction Documents expressly provide may be given to the Management Sellers’ Representative. 17.2 The Management Sellers may at any time appoint a different person to act as Management Sellers’ Representative and the Management Sellers’ Representative may elect no longer to act as such, provided that in each such case, the Management Sellers appoint a replacement and give written notice to the Buyer within five Business Days of such new appointment. 17.3 Each Management Seller agrees that the Management Sellers’ Representative owes no responsibility, duty of care or liability whatsoever in connection with his appointment as Management Sellers’ Representative and accordingly, except in the case of fraud or dishonesty, the Management Sellers’ Representative shall not be liable to any Management Seller for any act or omission in connection with the performance by them of any of their duties, functions or role as Management Sellers’ Representative pursuant to the Transaction Documents. Each Management Seller agrees not to bring any action or claim against the Management Sellers’ Representative in connection with his appointment as Management Sellers’ Representative and/or in relation to any action which the Management Sellers’ Representative has taken or omitted to take in the past or may in the future take or omit to take in his capacity as Management Sellers’ Representative, except in the case of fraud or dishonesty. 17.4 Each Management Seller covenants to pay the Management Sellers’ Representative an amount in respect of all losses, costs, damages, expenses (including professional fees) and any other liabilities that may be incurred by him as a result of the performance of his duties, functions and role as the Management Sellers’ Representative under the Transaction Documents, provided that the Management Sellers’ Representative shall not be entitled to any payment as a result of such covenant in respect of any matter where their actions or inactions are fraudulent or dishonest or in breach of the Transaction Documents.

MANAGEMENT SELLERS’ REPRESENTATIVE. 17.1 14.1.1 Each of the Management Seller and each Leaver Sellers hereby irrevocably appoints Xxxx Xxxxxxxx to be the Management Sellers’ Representative as the sole representative of such Management Seller to act on his or her behalf for all purposes under this Agreement and the Leavers’ representative Transaction Documents, including for the purposes of: (a) accepting and giving notices on behalf of such Management Seller under this Agreement in accordance with Clause 19 or under any other Transaction Document; (b) delivering payment instructions to the “Buyer in connection with the payment of the Consideration; (c) granting any consent or approval on behalf of such Management Sellers’ Representative”Seller under this Agreement or any other Transaction Document; (d) signing on behalf of such Management Seller any variation to this Agreement in accordance with Clause 22 or to any other Transaction Document as may be permitted under such other Transaction Document; (e) taking any and authorises him to (i) take all such action actions that may be necessary or desirable, as the Transaction Documents expressly provide to be taken determined by the Management Sellers’ RepresentativeRepresentative in its sole discretion, in connection with the payment of the costs and expenses incurred with respect to the Transaction; and (iif) make generally taking any request, election, proposal, consent, amendment and all other actions and doing any and all other things provided in or waiver that is required contemplated by this Agreement to be made in respect of the transactions contemplated performed by the Transaction Documents Management Sellers or the Management Sellers’ Representative on behalf of the Management Sellers; . 14.1.2 Each Management Seller hereby irrevocably (by way of security for the performance of its obligations under this Agreement) appoints the Management Sellers’ Representative as its attorney with full authority on its behalf and (iii) in the Management Seller’s name or otherwise to receive do all acts and to execute and deliver such notices documents or deeds as required by law or as may, in the Transaction Documents expressly provide may reasonable opinion of the Management Sellers’ Representative, be given required to give effect to the matters described in this Agreement. The Management Sellers’ Representative may appoint one or more persons to act as substitute or substitutes in its place for all or any of the purposes referred to in this Clause 14.1.2 and may revoke any appointment at any time. The Buyer shall be entitled to rely on, and shall not be under any duty to enquire as to the validity of (including as to whether such authority may have been revoked), the apparent authority of any person to whom the Management Sellers’ Representative may have delegated his authority as Management Sellers’ Representative. 17.2 14.1.3 The Buyer and each Management Sellers may at any time appoint a different person to act as Management Sellers’ Representative Seller acknowledge that in exercising the powers and authorities conferred by this Clause 14 and/or the Transaction Documents upon the Management Sellers’ Representative may elect no longer to act as such, provided that in each such case, the Management Sellers appoint a replacement and give written notice to the Buyer within five Business Days of such new appointment. 17.3 Each Management Seller agrees that the Management Sellers’ Representative owes no responsibility, duty of care or liability whatsoever in connection with his appointment as Management Sellers’ Representative and accordingly, except in the case of fraud or dishonestyRepresentative, the Management Sellers’ Representative shall not be liable to acting, or be construed as acting, as the agent or trustee on behalf of any Management Seller for any act or omission in connection with the performance by them of any of their dutiesSeller, functions or role as Management Sellers’ Representative pursuant to the Transaction Documents. Each and each Management Seller and the Buyer agrees not to bring any action or claim against the Management Sellers’ Representative in connection with his appointment as Management Sellers’ Representative and/or in relation to any action which the Management Sellers’ Representative has taken or omitted to take in the past or may in the future take or omit to take in his capacity as Management Sellers’ Representative, except in the case of fraud or dishonesty. 17.4 Each Management Seller covenants to pay the Management Sellers’ Representative an amount in respect of all losses, costs, damages, expenses (including professional fees) and any other liabilities that may be incurred by him as a result of the performance of his duties, functions and role as the Management Sellers’ Representative under the Transaction Documents, provided that the Management Sellers’ Representative shall not have no liability whatsoever to the Buyer or any Seller in relation to the exercise of those powers and authorities, save to a Seller in the case of fraud or bad faith. 14.1.4 Notwithstanding Clause 14.1.3, the Buyer shall be entitled to any payment rely on the exercise of the powers and authorities conferred on the Management Sellers’ Representative as if the relevant Management Seller is exercising such powers and authorities. 14.1.5 The provisions of this Clause 14 are intended to be for the express benefit of, and will be enforceable by, the Management Sellers’ Representative in each case as a result third party beneficiary in accordance with Clause 25. 14.1.6 A majority of such covenant 75% of the Management Sellers may remove the Management Sellers’ Representative and appoint a substitute by notice in writing to the Buyer. The provisions of this Clause 14 shall apply mutatis mutandis in respect of any matter where their actions or inactions are fraudulent or dishonest or in breach of the Transaction Documentspersons so appointed.

MANAGEMENT SELLERS’ REPRESENTATIVE. 17.1 14.1 Each Management Seller (by his or her execution of this Agreement) confirms and each Leaver hereby appoints Xxxx Xxxxxxxx to be the Management Sellers’ and the Leavers’ representative (the “Management Sellers’ Representative”) and authorises him to (i) take all such action as the Transaction Documents expressly provide to be taken by the Management Sellers’ Representative; (ii) make any request, election, proposal, consent, amendment or waiver that is required to be made in respect of the transactions contemplated by the Transaction Documents on behalf of the Management Sellers; and (iii) to receive such notices as the Transaction Documents expressly provide may be given to the Management Sellers’ Representative. 17.2 The Management Sellers may at any time appoint a different person to act as Management Sellers’ Representative and the Management Sellers’ Representative may elect no longer to act as such, provided that in each such case, the Management Sellers appoint a replacement and give written notice to the Buyer within five Business Days of such new appointment. 17.3 Each Management Seller agrees that the Management Sellers’ Representative owes no responsibility, duty of care or liability whatsoever to such Management Seller in connection with his or her appointment as Management Sellers’ Representative and accordingly, except in the case of fraud or dishonesty, the Management Sellers’ Representative shall not be liable have no liability whatsoever to the Management Sellers in relation to any Management Seller for any act action which he or omission she has taken or omitted to take in connection with the performance by them of any of their duties, functions past or role may in the future take or omit to take in his or her capacity as a Management Sellers’ Representative pursuant to under this Agreement (save where the Transaction DocumentsManagement Sellers’ Representative acts fraudulently). Each Management Seller agrees not to bring any action or claim against the Management Sellers’ Representative in connection with his or her appointment as the Management Sellers’ Representative under this Agreement and/or in relation to any action which the Management Sellers’ Representative has taken or omitted to take in the past or may in the future take or omit to take in his or her capacity as Management Sellers’ Representative, except in the case of fraud or dishonestyRepresentative under this Agreement. 17.4 14.2 Each Management Seller covenants hereby agrees to pay be bound by each act, agreement, waiver, approval, consent and decision of the Management Sellers’ Representative. The Management Sellers shall severally indemnify the Management Sellers’ Representative an amount in respect of all lossesand hold the Management Sellers’ Representative harmless against any loss, costsdamage, damagesinjury, expenses (including professional fees) and any other liabilities that may be liability or expense incurred by him as a result of the performance of or her in taking any action, giving any consent or doing or omitting to do anything in his duties, functions and role or her capacity as the Management Sellers’ Representative under pursuant to this Agreement (save where the Transaction DocumentsManagement Sellers’ Representative acts fraudulently), provided that including the reasonable fees and expenses of any legal counsel retained by the Management Sellers’ Representative together with all other reasonable expenses incurred by the Management Sellers’ Representative in connection with such matters. 14.3 If at any time there is no Management Sellers’ Representative or the Management Sellers’ Representative is unable to act, all references in this Agreement to the Management Sellers’ Representative shall not be deemed to be references to each of the Management Sellers. 14.4 Any person from time to time appointed as the Management Sellers’ Representative may: (a) elect to no longer act as the Management Sellers’ Representative; or (b) be removed or replaced at any time by the Management Sellers representing at least 50% of the aggregate number of Shares held by the Management Sellers immediately prior to Completion, in each case, by written notice to the Purchaser, the Guarantor and the Institutional Seller. The first Management Sellers’ Representative shall be Xxxxxxx Xxxxx and such person hereby confirms that he is willing to act as the Management Sellers’ Representative upon and subject to the terms of this Agreement. 14.5 On request by any Party, each Party shall, as soon as reasonably practicable at the requesting Party’s cost and insofar as such Party is reasonably able, do or procure the doing of all such acts and execute or procure the execution of all such documents (in a form reasonably satisfactory to the requesting Party) as the requesting Party may reasonably consider necessary or appropriate to carry this Agreement into effect and to give the requesting Party the full benefit of it. 14.6 The Purchaser agrees that it will provide as soon as reasonably practicable all information requested in writing by the Institutional Seller reasonably required to enable the Sellers to comply with their (or any relevant persons’) obligations under the Proceeds of Crime Xxx 0000 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (No. 692) whether such obligations apply prior to Completion or thereafter. 14.7 The Sellers hereby agree that the Securityholders’ Deed shall terminate with effect from and conditional on Completion, and each Seller irrevocably waives any and all claims such Seller may have under the Securityholders’ Deed with effect from and conditional on Completion against any other Seller, any Group Company or any other direct or indirect party to the Securityholders’ Deed. The Sellers agree that the Group Companies shall be a third party beneficiary of this Clause 14.7 and shall be entitled to any payment as a result of such covenant in respect of any matter where their actions or inactions are fraudulent or dishonest or in breach of enforce this Clause 14.7 against the Transaction DocumentsSellers.