Common use of Powers of the Representative Clause in Contracts

Powers of the Representative. Each Shareholder by executing this Agreement hereby appoints CarrAmerica as such Shareholder's agent and attorney in fact (the "Representative") hereunder with full irrevocable power and authority in the place and stead of such Shareholder and in the name of such Shareholder to take any and all actions, and to execute any and all instruments and other documents, which in the sole judgment of the Representative are necessary or appropriate in handling claims for Losses made pursuant to Section 3, 4(a)(W), 4(a)(X) and 4(b) of this Agreement. Said power of attorney shall not be affected by the subsequent incapacity of any Shareholder. Without limiting the generality of the foregoing, each of the Shareholders agrees that the Representative (1) has full power and authority to take such action on behalf of the Shareholders with respect to any Indemnification Shares and Cash Collateral held by the Escrow Agent and with respect to any and all claims for Losses (including, without limitation, any decisions to accept or to challenge any claims for Losses) as the Representative in its sole discretion may determine (except to the extent that this Agreement provides for any action with respect to such Indemnification Shares or Cash Collateral to be taken by the Shareholders themselves) and (2) shall represent the Shareholders for all purposes in connection with the claims specified above, including the receipt of notices and the exercise or wavier of any rights with respect to RSI's obligations under this Agreement, and resolution of disputes or uncertainties arising hereunder and thereunder (except to the extent that any such agreement expressly provides for any action to be taken or other matter to be dealt with by the Shareholders themselves). The Representative shall forward the Shareholders copies of all notices of Claims received from any RSI Indemnitee and of the disposition of all such Claims. The Shareholders also agree that the Shareholders shall be bound by all decisions of the Representative pursuant to the authority granted hereunder, and that such authority may not be revoked during the term of this Agreement. Except as expressly set forth in this Agreement, it is understood that the Representative is not assuming any responsibility or liability to any person by virtue of the powers granted by the Shareholders hereby. The Representative shall not make any representations with respect to and shall have no responsibility for the transactions contemplated by the Merger Agreement, the Stock Purchase Agreement or the U.K. Purchase Agreement or any aspect thereof except as expressly set forth in such agreements. The Representative shall not be liable to any other Shareholder for any error of judgment or for any act done or omitted or for any mistake of fact or law except for such Representative's own gross negligence or bad faith. Each Shareholder agrees to indemnify the Representative and to hold the Representative harmless against any loss, claim, damage or liability incurred by him arising out of or in connection with acting as the Representative pursuant to this Agreement, as well as the cost and expense of investigating and defending against any such loss, claim, damage or liability, except to the extent such loss, claim, damage or liability is due to the gross negligence or bad faith of the Representative. Each Shareholder agrees that the Representative may consult with counsel of its own choice (who may be counsel for CarrAmerica or any affiliate thereof) and it shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. It is understood that the Representative may, without breaching any express or implied obligation to any Shareholder hereunder, release, amend or modify any other power of attorney granted by any other person under any related agreement.

Powers of the Representative. Each Shareholder by executing this Agreement hereby appoints CarrAmerica as such Shareholder's ’s agent and attorney in fact (the "“Representative"”) hereunder with full irrevocable power and authority in the place and stead of such Shareholder and in the name of such Shareholder to take any and all actions, and to execute any and all instruments and other documents, which in the sole judgment of the Representative are necessary or appropriate in handling claims for Losses made pursuant to Section 3, 4(a)(W), 4(a)(X) and 4(b) of this Agreement. Said power of attorney shall not be affected by the subsequent incapacity of any Shareholder. Without limiting the generality of the foregoing, each of the Shareholders agrees that the Representative (1) has full power and authority to take such action on behalf of the Shareholders with respect to any Indemnification Shares and Cash Collateral held by the Escrow Agent and with respect to any and all claims for Losses (including, without limitation, any decisions to accept or to challenge any claims for Losses) as the Representative in its sole discretion may determine (except to the extent that this Agreement provides for any action with respect to such Indemnification Shares or Cash Collateral to be taken by the Shareholders themselves) and (2) shall represent the Shareholders for all purposes in connection with the claims specified above, including the receipt of notices and the exercise or wavier of any rights with respect to RSI's ’s obligations under this Agreement, and resolution of disputes or uncertainties arising hereunder and thereunder (except to the extent that any such agreement expressly provides for any action to be taken or other matter to be dealt with by the Shareholders themselves). The Representative shall forward the Shareholders copies of all notices of Claims received from any RSI Indemnitee and of the disposition of all such Claims. The Shareholders also agree that the Shareholders shall be bound by all decisions of the Representative pursuant to the authority granted hereunder, and that such authority may not be revoked during the term of this Agreement. Except as expressly set forth in this Agreement, it is understood that the Representative is not assuming any responsibility or liability to any person by virtue of the powers granted by the Shareholders hereby. The Representative shall not make any representations with respect to and shall have no responsibility for the transactions contemplated by the Merger Agreement, the Stock Purchase Agreement or the U.K. Purchase UK Agreement or any aspect thereof except as expressly set forth in such agreements. The Representative shall not be liable to any other Shareholder for any error of judgment or for any act done or omitted or for any mistake of fact or law except for such Representative's ’s own gross negligence or bad faith. Each Shareholder agrees to indemnify the Representative and to hold the Representative harmless against any loss, claim, damage or liability incurred by him arising out of or in connection with acting as the Representative pursuant to this Agreement, as well as the cost and expense of investigating and defending against any such loss, claim, damage or liability, except to the extent such loss, claim, damage or liability is due to the gross negligence or bad faith of the Representative. Each Shareholder agrees that the Representative may consult with counsel of its own choice (who may be counsel for CarrAmerica or any affiliate thereof) and it shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. It is understood that the Representative may, without breaching any express or implied obligation to any Shareholder hereunder, release, amend or modify any other power of attorney granted by any other person under any related agreement.

Powers of the Representative. Each Shareholder by executing The Representative shall have and may exercise all of the powers conferred upon him, her or it pursuant to this Agreement hereby appoints CarrAmerica and the Escrow Agreement, which shall include, without limitation: The power to execute as such Shareholder's agent Representative on behalf of each Indemnifying Securityholder the Escrow Agreement and attorney any other agreement or instrument entered into or delivered in fact connection with the transactions contemplated hereby; The power to give or receive any notice or instruction permitted or required under this Agreement or the Escrow Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, to be given or received by any Indemnifying Securityholder, and each of them (the "Representative") hereunder with full irrevocable power other than notice for service of process relating to any Action before a court or other tribunal of competent jurisdiction, which notice must be given to each Indemnifying Securityholder individually, as applicable), and authority in the place and stead of such Shareholder and in the name of such Shareholder to take any and all actionsaction for and on behalf of the Indemnifying Securityholders, and each of them, under this Agreement, the Escrow Agreement or any other such agreement, document or instrument. The power (subject to execute the provisions of Section 15.2 hereof) to (A) contest, negotiate, defend, compromise or settle any Actions for which a Parent Indemnified Party may be entitled to indemnification through counsel selected by the Representative and solely at the cost, risk and expense of the Indemnifying Securityholders, (B) authorize payment to any Parent Indemnified Party of any of the Escrow Shares, or any portion thereof in satisfaction of any Parent Claims pursuant to Section 14.1, (C) agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Parent Claims, (D) resolve any Parent Claims, (E) take any actions in connection with the resolution of any dispute relating hereto or to the transactions contemplated hereby by arbitration, settlement or otherwise and (F) take or forego any or all instruments and other documents, which actions permitted or required of any Indemnifying Securityholder or necessary in the sole judgment of the Representative are necessary or appropriate in handling claims for Losses made pursuant to Section 3the accomplishment of the foregoing and all of the other terms, 4(a)(W), 4(a)(X) conditions and 4(b) limitations of this Agreement. Said power of attorney shall not be affected by the subsequent incapacity of any Shareholder. Without limiting the generality of the foregoing, each of the Shareholders agrees that the Representative (1) has full power Agreement and authority to take such action on behalf of the Shareholders with respect to any Indemnification Shares and Cash Collateral held by the Escrow Agent Agreement; The power to consult with or engage legal counsel, independent public accountants and with respect to any and all claims for Losses (includingother experts selected by it, without limitation, any decisions to accept or to challenge any claims for Losses) as the Representative in its sole discretion may determine (except to the extent that this Agreement provides for any action with respect to such Indemnification Shares or Cash Collateral to be taken by the Shareholders themselves) and (2) shall represent the Shareholders for all purposes in connection with the claims specified above, including the receipt of notices and the exercise or wavier of any rights with respect to RSI's obligations under this Agreement, and resolution of disputes or uncertainties arising hereunder and thereunder (except to the extent that any such agreement expressly provides for any action to be taken or other matter to be dealt with by the Shareholders themselves). The Representative shall forward the Shareholders copies of all notices of Claims received from any RSI Indemnitee and of the disposition of all such Claims. The Shareholders also agree that the Shareholders shall be bound by all decisions of the Representative pursuant to the authority granted hereunder, and that such authority may not be revoked during the term of this Agreement. Except as expressly set forth in this Agreement, it is understood that the Representative is not assuming any responsibility or liability to any person by virtue of the powers granted by the Shareholders hereby. The Representative shall not make any representations with respect to and shall have no responsibility for the transactions contemplated by the Merger Agreement, the Stock Purchase Agreement or the U.K. Purchase Agreement or any aspect thereof except as expressly set forth in such agreements. The Representative shall not be liable to any other Shareholder for any error of judgment or for any act done or omitted or for any mistake of fact or law except for such Representative's own gross negligence or bad faith. Each Shareholder agrees to indemnify the Representative and to hold the Representative harmless against any loss, claim, damage or liability incurred by him arising out of or in connection with acting as the Representative pursuant to this Agreement, as well as solely at the cost and expense of investigating the Indemnifying Securityholders; The power to amend or review, negotiate and defending against agree to and authorize any such losspayments from the Escrow Shares in satisfaction of any payment obligation, claimin each case, damage on behalf of the Indemnifying Securityholders, as contemplated thereunder; The power to waive any terms and conditions of this Agreement or liability, except the Escrow Agreement providing rights or benefits to the extent such loss, claim, damage or liability is due to Indemnifying Securityholders (other than the gross negligence or bad faith payment of the Representative. Each Shareholder agrees that the Closing Consideration, Escrow Amount and Representative may consult with counsel of its own choice (who may be counsel for CarrAmerica or any affiliate thereofFund Amount payable to such Indemnifying Securityholders) and it shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion terms hereof and in the manner provided herein); The power to take any actions or give any instructions in regard to such other matters as are reasonably necessary for the consummation of such counsel. It is understood that the transactions contemplated hereby or as the Representative mayreasonably believes are in the best interests of the Indemnifying Securityholders; To enforce, without breaching on behalf of the Indemnifying Securityholders, any express Claim against Parent or implied Merger Sub; and To do each act, implement any decision and exercise all rights which the Indemnifying Securityholders are required or permitted to do or exercise under this Agreement. The Representative represents and warrants to Parent and Merger Sub that: The Representative has all necessary power and authority to execute and deliver this Agreement and the Escrow Agreement and to carry out his, her or its obligations hereunder and thereunder; This Agreement has been duly executed and delivered by the Representative and, assuming the due authorization, execution and delivery of this Agreement by Parent, Merger Sub and the Company, constitutes the valid and legally binding obligation of the Representative, enforceable against the Representative in accordance with its terms, subject to any Shareholder hereunderthe Enforceability Exceptions; and The Escrow Agreement will be duly executed and delivered by the Representative and, releaseassuming the due authorization, amend or modify any other power execution and delivery of attorney granted the Escrow Agreement by any other person under any related agreementParent and the Escrow Agent, constitute a legal, valid and binding obligation of the Representative, enforceable against the Representative in accordance with its terms, subject to the Enforceability Exceptions.

Powers of the Representative. Each Shareholder by executing this Agreement hereby appoints CarrAmerica as such Shareholder's agent and attorney in fact (the "Representative") hereunder with full irrevocable power and authority in the place and stead of such Shareholder and in the name of such Shareholder to take any and all actions, and to execute any and all instruments and other documents, which in the sole judgment of the Representative are necessary or appropriate in handling claims for Losses made pursuant to Section 3, 4(a)(W), 4(a)(X) and 4(b) of this Agreement. Said power of attorney shall not be affected by the subsequent incapacity of any Shareholder. Without limiting the generality of the foregoing, each of the Shareholders agrees that the Representative (1) has full power and authority to take such action on behalf of the Shareholders with respect to any Indemnification Shares and Cash Collateral held by the Escrow Agent and with respect to any and all claims for Losses (including, without limitation, any decisions to accept or to challenge any claims for Losses) as the Representative in its sole discretion may determine (except to the extent that this Agreement provides for any action with respect to such Indemnification Shares or Cash Collateral to be taken by the Shareholders themselves) and (2) shall represent the Shareholders for all purposes in connection with the claims specified above, including the receipt of notices and the exercise or wavier of any rights with respect to RSI's obligations under this Agreement, and resolution of disputes or uncertainties arising hereunder and thereunder (except to the extent that any such agreement expressly provides for any action to be taken or other matter to be dealt with by the Shareholders themselves). The Representative shall forward the Shareholders copies of all notices of Claims received from any RSI Indemnitee and of the disposition of all such Claims. The Shareholders also agree that the Shareholders shall be bound by all decisions of the Representative pursuant to the authority granted hereunder, and that such authority may not be revoked during the term of this Agreement. Except as expressly set forth in this Agreement, it is understood that the Representative is not assuming any responsibility or liability to any person by virtue of the powers granted by the Shareholders hereby. The Representative shall not make any representations with respect to and shall have no responsibility for the transactions contemplated by the Merger Agreement, the Stock Purchase Agreement or the U.K. Purchase UK Agreement or any aspect thereof except as expressly set forth in such agreements. The Representative shall not be liable to any other Shareholder for any error of judgment or for any act done or omitted or for any mistake of fact or law except for such Representative's own gross negligence or bad faith. Each Shareholder agrees to indemnify the Representative and to hold the Representative harmless against any loss, claim, damage or liability incurred by him arising out of or in connection with acting as the Representative pursuant to this Agreement, as well as the cost and expense of investigating and defending against any such loss, claim, damage or liability, except to the extent such loss, claim, damage or liability is due to the gross negligence or bad faith of the Representative. Each Shareholder agrees that the Representative may consult with counsel of its own choice (who may be counsel for CarrAmerica or any affiliate thereof) and it shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. It is understood that the Representative may, without breaching any express or implied obligation to any Shareholder hereunder, release, amend or modify any other power of attorney granted by any other person under any related agreement.

Powers of the Representative. Each Shareholder by executing ---------------------------- this Agreement hereby appoints CarrAmerica as such Shareholder's agent and attorney in fact (the "Representative") hereunder with full irrevocable power and authority in the place and stead of such Shareholder and in the name of such Shareholder to take any and all actions, and to execute any and all instruments and other documents, which in the sole judgment of the Representative are necessary or appropriate in handling claims for Losses made pursuant to Section 3, 4(a)(W), 4(a)(X) and 4(b) of this Agreement. Said power of attorney shall not be affected by the subsequent incapacity of any Shareholder. Without limiting the generality of the foregoing, each of the Shareholders agrees that the Representative (1) has full power and authority to take such action on behalf of the Shareholders with respect to any Indemnification Shares and Cash Collateral held by the Escrow Agent and with respect to any and all claims for Losses (including, without limitation, any decisions to accept or to challenge any claims for Losses) as the Representative in its sole discretion may determine (except to the extent that this Agreement provides for any action with respect to such Indemnification Shares or Cash Collateral to be taken by the Shareholders themselves) and (2) shall represent the Shareholders for all purposes in connection with the claims specified above, including the receipt of notices and the exercise or wavier of any rights with respect to RSI's obligations under this Agreement, and resolution of disputes or uncertainties arising hereunder and thereunder (except to the extent that any such agreement expressly provides for any action to be taken or other matter to be dealt with by the Shareholders themselves). The Representative shall forward the Shareholders copies of all notices of Claims received from any RSI Indemnitee and of the disposition of all such Claims. The Shareholders also agree that the Shareholders shall be bound by all decisions of the Representative pursuant to the authority granted hereunder, and that such authority may not be revoked during the term of this Agreement. Except as expressly set forth in this Agreement, it is understood that the Representative is not assuming any responsibility or liability to any person by virtue of the powers granted by the Shareholders hereby. The Representative shall not make any representations with respect to and shall have no responsibility for the transactions contemplated by the Merger Agreement, the Stock Purchase Agreement or the U.K. Purchase UK Agreement or any aspect thereof except as expressly set forth in such agreements. The Representative shall not be liable to any other Shareholder for any error of judgment or for any act done or omitted or for any mistake of fact or law except for such Representative's own gross negligence or bad faith. Each Shareholder agrees to indemnify the Representative and to hold the Representative harmless against any loss, claim, damage or liability incurred by him arising out of or in connection with acting as the Representative pursuant to this Agreement, as well as the cost and expense of investigating and defending against any such loss, claim, damage or liability, except to the extent such loss, claim, damage or liability is due to the gross negligence or bad faith of the Representative. Each Shareholder agrees that the Representative may consult with counsel of its own choice (who may be counsel for CarrAmerica or any affiliate thereof) and it shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. It is understood that the Representative may, without breaching any express or implied obligation to any Shareholder hereunder, release, amend or modify any other power of attorney granted by any other person under any related agreement.