Common use of Members’ Representative Clause in Contracts

Members’ Representative. (a) Each of the Members, by such Member’s execution of this Agreement or a Joinder Agreement, hereby irrevocably appoints the Members’ Representative as agent and attorney in fact for the Company and such Member, and authorizes the Members’ Representative (i) to take all action necessary to consummate the transactions contemplated by this Agreement and the Escrow Agreement, including, without limitation, to vote Units to effect the conversion of the Company to a corporation if the Members’ Representative determines such action is advisable (in the Members’ Representative’s sole discretion), or the defense and/or settlement of any claims for which such Member may be required to indemnify the Purchaser or any other Indemnified Party pursuant to ARTICLE X, (ii) to give and receive all notices required to be given under this Agreement, the Escrow Agreement or the Member Related Agreements, (iii) to authorize delivery to the Purchaser of the Escrowed Closing Consideration or the Future Product Payments to the extent necessary for the Purchaser to exercise its rights under Section 1.7 or ARTICLE X, (iv) to make decisions on behalf of the Company and such Member and take any and all additional action as is contemplated to be taken by or on behalf of such Member by the terms of this Agreement or the Escrow Agreement, including, without limitation regarding (A) indemnification claims, Direct Claims, Third-Party Claims and Notices of Claims, (B) amendments to this Agreement, the Escrow Agreement or the Member Related Agreements, and (C) the Future Product Payments.

Members’ Representative. a. For purposes of (ai) Each negotiating and settling, on behalf of the Members, by such Member’s execution of any dispute that arises under this Agreement or a Joinder the CVR Agreement after the Effective Time, (ii) accepting delivery of notices hereunder to the Members after the Effective Time, (iii) confirming the satisfaction of Parent’s obligations under the CVR Agreement, hereby irrevocably appoints including receiving and reviewing the certificates and/or reports to be provided to the Members’ Representative thereunder and (iv) negotiating and settling matters with respect to the amounts to be paid to the holders of CVRs pursuant to the CVR Agreement, Xxxxxx Xxxxxx is hereby appointed, authorized and empowered to be the exclusive representative, agent and attorney-in-fact of the Members and holders of CVRs (the “Members’ Representative”), with full power of substitution, to make all decisions and determinations and to act (or not act) and execute, deliver and receive all agreements, documents, instruments and consents on behalf of and as agent and attorney for such Members or holders of CVRs at any time in fact for the Company and such Memberconnection with, and authorizes that may be necessary or appropriate to accomplish the intent and implement the provisions of this Agreement and the CVR Agreement, and to facilitate the consummation of the transactions contemplated hereby and thereby. By executing this Agreement, the Members’ Representative (i) accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Members’ Representative shall have the power to take all action necessary any of the following actions on behalf of the Members: to consummate the transactions contemplated by give and receive notices, communications and consents under this Agreement and the Escrow CVR Agreement on behalf of the Members and holders of CVRs; to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and arbitration forums with respect to any disputes arising under this Agreement or the CVR Agreement; and to make, includingexecute, without limitationacknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to vote Units do any and all things and to effect the conversion of the Company to a corporation if take any and all action that the Members’ Representative determines such action is advisable (Representative, in the Members’ Representative’s sole and absolute discretion), may consider necessary or proper or convenient in connection with or to carry out the defense and/or settlement of any claims for which such Member may be required to indemnify the Purchaser or any other Indemnified Party pursuant to ARTICLE X, (ii) to give and receive all notices required to be given under activities described in this Agreement, the Escrow Agreement or the Member Related Agreements, (iii) to authorize delivery to the Purchaser of the Escrowed Closing Consideration or the Future Product Payments to the extent necessary for the Purchaser to exercise its rights under Section 1.7 or ARTICLE X, (iv) to make decisions on behalf of the Company and such Member and take any and all additional action as is contemplated to be taken by or on behalf of such Member by the terms of this Agreement or the Escrow Agreement, including, without limitation regarding (A) indemnification claims, Direct Claims, Third-Party Claims and Notices of Claims, (B) amendments to this Agreement, the Escrow Agreement or the Member Related Agreements, and (C) the Future Product Payments6.8.

Members’ Representative. (a) Each of In connection with the MembersRecapitalization, by such Member’s execution of this Agreement or a Joinder Agreement, hereby irrevocably appoints the Members shall appoint the Members’ Representative as agent and attorney in fact (with the full power of substitution) for and on behalf of the Company Members to (i) interpret the terms and such Memberprovisions of this Agreement and the Ancillary Agreements, (ii) execute, deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby, (iii) receive service of process in connection with any claims under this Agreement, (iv) agree to, negotiate, enter into settlements and compromises of, assume the defense of any Proceedings, and authorizes demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Proceedings, and to take all actions necessary or appropriate in the judgment of the Members’ Representative (i) to take all action necessary to consummate for the transactions contemplated by this Agreement and the Escrow Agreement, including, without limitation, to vote Units to effect the conversion accomplishment of the Company to a corporation if the Members’ Representative determines such action is advisable (in the Members’ Representative’s sole discretion), or the defense and/or settlement of any claims for which such Member may be required to indemnify the Purchaser or any other Indemnified Party pursuant to ARTICLE Xforegoing, (iiv) to give and receive all notices required to be given under this Agreement, the Escrow Agreement or the Member Related Agreementsand communications, (iiivi) make any determinations and settle any matters related to authorize delivery any Tax matters pursuant to the Purchaser of the Escrowed Closing Consideration or the Future Product Payments to the extent necessary for the Purchaser to exercise its rights under Section 1.7 or ARTICLE XArticle VII, (ivvii) administer, pay out, deduct, hold back or redirect any funds (including any Earnout Voting Shares and/or Member Earnout Units), which may be payable or distributable to make decisions on behalf of the Company and such any Member and take any and all additional action as is contemplated pursuant to be taken by or on behalf of such Member by the terms of this Agreement or the Escrow Agreementany Ancillary Agreement for, including, without limitation regarding (A) indemnification claims, Direct Claims, Third-Party Claims and Notices of Claims, (B) amendments any amount that may be payable by the Members pursuant to this Agreement, including Section 2.5 and Article VII or (B) any costs, fees, expenses and other liabilities incurred by the Escrow Members’ Representative, acting in such capacity, in connection with this Agreement or and the Member Related Ancillary Agreements, and (Cviii) take all actions necessary or appropriate in the Future Product Paymentsjudgment of the Members’ Representative on behalf of the Members in connection with this Agreement and the Ancillary Agreements.

Members’ Representative. (a) Each By the execution and delivery of this Agreement, each of the Members hereby irrevocably constitutes and appoints Xxxxxx X. Xxxxx XX as the true and lawful agent and attorney-in-fact (the “Members, by such Member’s execution ’ Representative”) of Members with full power of substitution to act on behalf of Members in any litigation or arbitration involving this Agreement or a Joinder Agreement, hereby irrevocably appoints to do or refrain from doing all such further acts and things, and to execute all such documents as the Members’ Representative as agent and attorney shall deem necessary or appropriate in fact for the Company and such Member, and authorizes the Members’ Representative (i) to take all action necessary to consummate connection with the transactions contemplated by this Agreement and the Escrow Agreement, includingincluding the power: (i) to act for Members with regard to all matters pertaining to indemnification referred to in this Agreement, without limitationincluding the power to compromise any indemnity claim on behalf of Members and to transact matters of litigation; (ii) to execute and deliver all amendments, to vote Units to effect the conversion of the Company to a corporation if waivers, ancillary agreements, stock powers, certificates and documents that the Members’ Representative determines such action is advisable (deems necessary or appropriate in connection with the Members’ Representative’s sole discretion), or consummation of the defense and/or settlement of any claims for which such Member may be required to indemnify the Purchaser or any other Indemnified Party pursuant to ARTICLE X, (ii) to give and receive all notices required to be given under transactions contemplated by this Agreement, the Escrow Agreement or the Member Related Agreements, ; (iii) to authorize delivery to the Purchaser receive funds, make payments of the Escrowed Closing Consideration or the Future Product Payments to the extent necessary funds, and give receipts for the Purchaser to exercise its rights under Section 1.7 or ARTICLE X, funds; (iv) to make decisions receive funds for the payment of expenses of the Members and apply such funds in payment for such expenses; (v) to do or refrain from doing any further act or deed on behalf of the Company and such Member and take any and all additional action as is contemplated Members that the Members’ Representative deems necessary or appropriate in his sole discretion relating to be taken by or on behalf of such Member by the terms subject matter of this Agreement or the Escrow Agreement, including, without limitation regarding as fully and completely as Members could do if personally present; and (Avi) indemnification claims, Direct Claims, Third-Party Claims and Notices to receive service of Claims, (B) amendments to process in connection with any claims under this Agreement, the Escrow Agreement or the Member Related Agreements, and (C) the Future Product Payments.