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 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 (i) The Representative shall have and may exercise all of the powers conferred upon him or her pursuant to this Agreement hereby appoints CarrAmerica as such Shareholder's agent and attorney in fact the Escrow Agreement, which shall include: (A) After the "Representative") hereunder with full irrevocable Closing, the power and authority to negotiate and resolve with the Parent Indemnified Parties the determination of the Closing Net Working Capital Amount, the Closing Net Working Capital Deficit (if any), the Transaction Expenses, the Subject Restricted Cash, the Company Debt and the Aggregate Merger Consideration; (B) The power to execute any agreement or instrument in connection with the place transactions contemplated hereby for and stead on behalf of such Shareholder the Effective Time Stockholders; (C) The power to give or receive any notice or instruction permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, to be given or received by any Effective Time Stockholder, and in each of them (other than notice for service of process relating to any Action before a court or other tribunal of competent jurisdiction that is not limited to claims against the name of such Shareholder Indemnity Escrow Fund, which notice must be given to each Effective Time Stockholder individually, as applicable), and to take any and all actions, action for 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 Effective Time Stockholders, and each of them, under this Agreement or any other such agreement, document or instrument; (D) The power to authorize payment to any Parent Indemnified Party of any of the Indemnity Escrow Fund, in satisfaction of any Indemnification Shares Claims, agree to, negotiate, enter into settlements and Cash Collateral held by the Escrow Agent compromises of, and demand arbitration and comply with respect to any orders of courts 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 awards of arbitrators 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 Claims, resolve any Indemnification Claims, take any actions in connection with the claims specified above, including the receipt of notices and the exercise or wavier resolution of any rights with respect dispute relating hereto or to RSI's obligations under this Agreementthe transactions contemplated hereby by arbitration, settlement or otherwise, and resolution take or forego any or all actions permitted or required of disputes any Effective Time Stockholder or uncertainties arising hereunder and thereunder (except to necessary in 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 judgment of the Representative pursuant to for the authority granted hereunderaccomplishment of the foregoing and all of the other terms, conditions and that such authority may not be revoked during the term limitations of this Agreement. Except as expressly set forth in this Agreement; (E) The power to consult with legal counsel, it is understood that the Representative is not assuming any responsibility or liability to any person independent public accountants and other experts selected 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 Agreementit, 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 Effective Time Stockholders; (F) The power to review, negotiate and defending against agree to and authorize any payments from the Indemnity Escrow Fund or otherwise in satisfaction of any payment obligation, in each case, on behalf of the Effective Time Stockholders, as contemplated thereunder; (G) The power to waive any terms and conditions of this Agreement providing rights or benefits to the Effective Time Stockholders (other than the payment of the portion of the Merger Consideration that is payable or otherwise deliverable as of the Closing Date in accordance with the terms hereof and in the manner provided herein); and (H) The power to take any actions in regard to such lossother matters as are reasonably necessary for the consummation of the transactions contemplated hereby or as the Representative reasonably believes are in the best interests of the Effective Time Stockholders; provided, claimhowever, damage that notwithstanding the foregoing or liabilityanything to the contrary set forth herein, except the powers conferred above shall not authorize or empower the Representative to settle any Indemnification Claim to the extent such losssettlement provides for the direct recovery of Damages by a Parent Indemnified Party from any Effective Time Stockholder (i.e., claim, damage or liability is due to beyond 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 agreementIndemnity Escrow Amount).

Powers of the Representative. Each Shareholder by executing (i) The Representative shall have and may exercise all of the powers conferred upon it pursuant to this Agreement and the Escrow Agreement, which shall include: (A) The power to execute any agreement or instrument in connection with the transactions contemplated hereby appoints CarrAmerica for and on behalf of the Indemnifying Parties, including this Agreement and the Escrow Agreement; (B) 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 Party, and each of them (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 Party individually, as such Shareholder's agent applicable), 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 actionsaction for and on behalf of Indemnifying Parties, and each of them, under this Agreement, the Escrow Agreement or any other such agreement, document or instrument; (C) The power (subject to execute the provisions of this Section 10.6(a)) to contest, negotiate, defend, compromise or settle any indemnification claims or Actions for which an Indemnified Party may be entitled to indemnification through counsel selected by the Representative and solely at the cost, risk and expense of the Indemnifying Parties, authorize payment to any Indemnified Party of any of the Escrow Fund, or any portion thereof, in satisfaction of any indemnification claims, 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 indemnification claims, resolve any indemnification claims, 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 take or forego any or all instruments and other documents, which actions permitted or required of any Indemnifying Party 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; (D) The power to consult with 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 Parties; (E) The power to review, negotiate and defending against agree to and authorize any payments from the Escrow Fund in satisfaction of any payment obligation, in each case, on behalf of the Indemnifying Parties, as contemplated thereunder; (F) The power to waive any terms and conditions of this Agreement or the Escrow Agreement providing rights or benefits to the Indemnifying Parties (other than the payment of the Total Consideration in accordance with the terms hereof and in the manner provided herein); and (G) The power to take any actions contemplated hereunder or under the Escrow Agreement and otherwise in regard to such lossother matters as are reasonably necessary for the consummation of the transactions contemplated hereby and in the Escrow Agreement or as the Representative reasonably believes are in the best interests of the Indemnifying Parties; provided, however, that notwithstanding the foregoing or anything to the contrary set forth herein, the powers conferred above shall not authorize or empower the Representative to do or cause to be done any of the foregoing (i) in a manner that improperly discriminates between or among the Indemnifying Parties; (ii) as to any matter insofar as such matter relates solely and exclusively to a single Indemnifying Party, whereupon the Representative may appoint the Indemnifying Party who is alleged to be in breach to handle all matters related to such indemnification claim, damage or liability, except and all references to the extent Representative in such loss, claim, damage event shall include also such Indemnifying Party or liability is due (iii) to agree to any amendment to the gross negligence or bad faith provisions in this Agreement limiting the powers of the Representative. Each Shareholder Without implying that other actions would constitute an improper discrimination, each of the Indemnifying Parties agrees that discrimination between or among Indemnifying Parties solely on the basis of the respective number of Company Securities held by each Indemnifying Party or their respective Pro Rata Shares shall not be deemed to be improper. Further, notwithstanding anything herein to the contrary, the Representative may consult with counsel shall not be entitled to, and shall not, including by way of its own choice amending or waiving any provision hereof, take any action on behalf of any Contributing Securityholder that would or could (who may be counsel A) involve any direct obligation, restriction or agreement of any Contributing Securityholder other than the payment of monetary damages, and (B) solely as between the Indemnifying Parties and the Representative, (i) result in the amounts payable hereunder to any Contributing Securityholder being distributed in any manner other than as set forth in this Agreement and the Escrow Agreement or (ii) result in an increase of any Contributing Securityholder’s indemnity or other obligations or liabilities under this Agreement (including, for CarrAmerica or the avoidance of doubt, any affiliate thereofchange to the nature of the indemnity obligations); without (in each case) and it such Contributing Securityholder’s prior written consent. Notwithstanding the foregoing, the Representative shall have full and complete authorization and protection for any action taken or suffered by it hereunder no obligation to act on behalf of the Contributing Securityholders, except as expressly provided herein, in good faith the Paying Agent Agreement 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 agreementEscrow 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.

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.