Reliance and Certain Acknowledgements and Agreements. Buyer, Merger Sub and the Surviving Corporation will be entitled to conclusively and absolutely rely, without inquiry, on all statements, actions, representations and decisions of Sellers Representative as being the binding acts of all the Sellers or any Seller (as applicable), notwithstanding any communication from any Seller or any equity holder of any Seller to the contrary (other than communication regarding replacement of Sellers Representative pursuant to the terms of a Joinder and Letter of Transmittal and this Agreement). Other than as expressly set forth in this Agreement, Buyer’s, Merger Sub’s or the Surviving Corporation’s obligation to make any payment to or for the benefit of any Seller under or in connection with this Agreement or the Escrow Agreement is to make such payment to Paying Agent for further distribution to the Sellers, as described in this Agreement, Paying Agent Agreement or the Escrow Agreement. If such payment is properly made, then Buyer, Merger Sub or the Surviving Corporation will be entitled to rely conclusively and without independent verification on Paying Agent making further payment, and Paying Agent will make all of such payments, each in the proper amount, to the proper Persons.
