Common use of Proxy; Power of Attorney Clause in Contracts

Proxy; Power of Attorney. THE COMPANY AND EACH COMPANY SECURITY HOLDER HEREBY GRANTS A PROXY AND POWER OF ATTORNEY TO ANY NOMINEE OF THE DRAGGING MEMBER(S) (THE “NOMINEE”) TO TAKE ALL NECESSARY ACTIONS AND EXECUTE AND DELIVER ALL DOCUMENTS DEEMED NECESSARY AND APPROPRIATE BY SUCH PERSON TO EFFECTUATE THE CONSUMMATION OF ANY APPROVED SALE. SUCH PROXY AND POWER ARE COUPLED WITH AN INTEREST, ARE PERPETUAL AND IRREVOCABLE, AND BESTOW ON THE NOMINEE THE FULL POWER TO VOTE AND ACT FOR SUCH DRAG-ALONG SELLER WITH RESPECT TO THE CONSUMMATION OF THE APPROVED SALE. The Company Security Holders hereby agree to indemnify, defend and hold the Nominee harmless (severally in accordance with their pro rata share of the consideration received in any such Approved Sale (and not jointly and severally)) against all liability, loss or damage, together with all reasonable costs and expenses (including reasonable legal fees and expenses), relating to or arising from its exercise of the Proxy and power of attorney granted hereby. Notwithstanding anything to the contrary contained herein, each Company Security Holder shall indemnify, defend and hold the Dragging Member(s) and their respective Affiliates and Representatives harmless against all liability, loss or damage, together with all costs and expenses (including legal fees and expenses), relating to or arising out of such Company Security Holder’s failure to comply with its obligations in respect of such Approved Sale, including, without limitation, costs and expenses in respect of enforcement by the Dragging Member(s) of their rights hereunder.

Proxy; Power of Attorney. THE COMPANY AND EACH COMPANY SECURITY HOLDER TAG-ALONG SELLER HEREBY GRANTS A PROXY AND POWER OF ATTORNEY TO ANY NOMINEE OF THE DRAGGING MEMBER(S) ANY INITIATING HOLDER (THE “INITIATING HOLDER NOMINEE”) TO TAKE ALL NECESSARY ACTIONS AND EXECUTE AND DELIVER ALL DOCUMENTS DEEMED NECESSARY AND APPROPRIATE BY SUCH PERSON TO EFFECTUATE THE CONSUMMATION OF ANY APPROVED SALEMATTERS SPECIFIED IN THIS SECTION 13. SUCH PROXY AND POWER ARE COUPLED WITH AN INTEREST, ARE PERPETUAL AND IRREVOCABLE, AND BESTOW ON THE INITIATING HOLDER NOMINEE THE FULL POWER TO VOTE AND ACT FOR SUCH DRAGTAG-ALONG SELLER WITH RESPECT TO THE CONSUMMATION OF THE APPROVED SALETAG-ALONG TRANSACTION. The Company Security Holders Tag-Along Sellers hereby agree to indemnify, defend and hold the Initiating Holder Nominee harmless (severally in accordance with their pro rata share of the consideration received in the consummation of any such Approved Sale Tag-Along Transaction (and not jointly and severally)) against all liability, loss or damage, together with all reasonable costs and expenses (including reasonable legal fees and expenses), relating to or arising from its exercise of the Proxy proxy and power of attorney granted hereby. Notwithstanding anything to the contrary contained herein, each Company Security Holder Tag-Along Seller shall indemnify, defend and hold the Dragging Member(sInitiating Holder(s) and their respective Affiliates and Representatives harmless against all liability, loss or damage, together with all costs and expenses (including legal fees and expenses), relating to or arising out of such Company Security HolderTag-Along Seller’s failure to comply with its obligations in respect of such Approved SaleTag-Along Transaction, including, without limitation, costs and expenses in respect of enforcement by the Dragging Member(sInitiating Holder(s) of their rights hereunder.

Proxy; Power of Attorney. THE COMPANY AND EACH COMPANY SECURITY HOLDER TAG-ALONG SELLER HEREBY GRANTS A PROXY AND POWER OF ATTORNEY TO ANY NOMINEE OF THE DRAGGING MEMBER(S) ANY INITIATING HOLDER (THE “INITIATING HOLDER NOMINEE”) TO TAKE ALL NECESSARY ACTIONS AND EXECUTE AND DELIVER ALL DOCUMENTS DEEMED DEEMED‌ NECESSARY AND APPROPRIATE BY SUCH PERSON TO EFFECTUATE THE CONSUMMATION OF ANY APPROVED SALEMATTERS SPECIFIED IN THIS SECTION 13. SUCH PROXY AND POWER ARE COUPLED WITH AN INTEREST, ARE PERPETUAL AND IRREVOCABLE, AND BESTOW ON THE INITIATING HOLDER NOMINEE THE FULL POWER TO VOTE AND ACT FOR SUCH DRAGTAG-ALONG SELLER WITH RESPECT TO THE CONSUMMATION OF THE APPROVED SALETAG-ALONG TRANSACTION. The Company Security Holders Tag-Along Sellers hereby agree to indemnify, defend and hold the Initiating Holder Nominee harmless (severally in accordance with their pro rata share of the consideration received in the consummation of any such Approved Sale Tag-Along Transaction (and not jointly and severally)) against all liability, loss or damage, together with all reasonable costs and expenses (including reasonable legal fees and expenses), relating to or arising from its exercise of the Proxy proxy and power of attorney granted hereby. Notwithstanding anything to the contrary contained herein, each Company Security Holder Tag-Along Seller shall indemnify, defend and hold the Dragging Member(sInitiating Holder(s) and their respective Affiliates and Representatives harmless against all liability, loss or damage, together with all costs and expenses (including legal fees and expenses), relating to or arising out of such Company Security HolderTag-Along Seller’s failure to comply with its obligations in respect of such Approved SaleTag-Along Transaction, including, without limitation, costs and expenses in respect of enforcement by the Dragging Member(sInitiating Holder(s) of their rights hereunder.

Proxy; Power of Attorney. THE COMPANY AND EACH COMPANY SECURITY HOLDER HEREBY GRANTS A PROXY AND POWER OF ATTORNEY TO ANY NOMINEE OF THE DRAGGING MEMBER(S) (THE “NOMINEE”) TO TAKE ALL NECESSARY ACTIONS AND EXECUTE AND DELIVER ALL DOCUMENTS DEEMED NECESSARY AND APPROPRIATE BY SUCH PERSON TO EFFECTUATE THE CONSUMMATION OF ANY APPROVED SALE. SUCH PROXY AND POWER ARE COUPLED WITH AN INTEREST, ARE PERPETUAL AND IRREVOCABLE, AND BESTOW ON THE NOMINEE THE FULL POWER TO VOTE AND ACT FOR SUCH DRAG-ALONG SELLER WITH RESPECT TO THE CONSUMMATION OF THE APPROVED SALE. The Company Security Holders hereby agree to indemnify, defend and hold the Nominee harmless (severally in accordance with their pro rata share of the consideration received in any such Approved Sale (and not jointly and severally)) against all liability, loss or damage, together with all reasonable costs and expenses (including reasonable legal fees and expenses), relating to or arising from its exercise of the Proxy and power of attorney granted hereby. Notwithstanding anything to the contrary contained herein, each Company Security Holder shall indemnify, defend and hold the Dragging Member(s) and their respective Affiliates and Representatives harmless against all liability, loss or damage, together with all costs and expenses (including legal fees and expenses), relating to or arising out of such Company Security Holder’s failure to comply with its obligations in respect of such Approved Sale, including, without limitation, costs and expenses in respect of enforcement by the Dragging Member(s) of their rights hereunder.hereunder.‌

Proxy; Power of Attorney. THE COMPANY AND EACH COMPANY SECURITY HOLDER TAG-ALONG SELLER HEREBY GRANTS A PROXY AND POWER OF ATTORNEY TO ANY NOMINEE OF THE DRAGGING MEMBER(S) ANY INITIATING HOLDER (THE “INITIATING HOLDER NOMINEE”) TO TAKE ALL NECESSARY ACTIONS AND EXECUTE AND DELIVER ALL DOCUMENTS DEEMED NECESSARY AND APPROPRIATE BY SUCH PERSON TO EFFECTUATE THE CONSUMMATION OF ANY APPROVED SALEMATTERS SPECIFIED IN THIS SECTION 13. SUCH PROXY AND POWER ARE COUPLED WITH AN INTEREST, ARE PERPETUAL AND IRREVOCABLE, AND BESTOW ON THE INITIATING HOLDER NOMINEE THE FULL POWER TO VOTE AND ACT FOR SUCH DRAGTAG-ALONG SELLER WITH RESPECT TO THE CONSUMMATION OF THE APPROVED SALETAG-ALONG TRANSACTION. The Company Security Holders Tag-Along Sellers hereby agree to indemnify, defend and hold the Initiating Holder Nominee harmless (severally in accordance with their pro rata share of the consideration received in the consummation of any such Approved Sale Tag-Along Transaction (and not jointly and severally)) against all liability, loss or damage, together with all reasonable costs and expenses (including reasonable legal fees and expenses), relating to or arising from its exercise of the Proxy proxy and power of attorney granted hereby. Notwithstanding anything to the contrary contained herein, each Company Security Holder Tag-Along Seller shall 25776957.3325776957.34 49 WEIL:\96757130\2\36182.0003 Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 55 of 90 indemnify, defend and hold the Dragging Member(sInitiating Holder(s) and their respective Affiliates and Representatives harmless against all liability, loss or damage, together with all costs and expenses (including legal fees and expenses), relating to or arising out of such Company Security HolderTag-Along Seller’s failure to comply with its obligations in respect of such Approved SaleTag-Along Transaction, including, without limitation, costs and expenses in respect of enforcement by the Dragging Member(sInitiating Holder(s) of their rights hereunder.