Common use of Reliance on Appointment; Successor Sellers’ Representative Clause in Contracts

Reliance on Appointment; Successor Sellers’ Representative. Buyer and the other Buyer Indemnified Persons may rely on the appointment and authority of the Sellers’ Representative granted pursuant to this Section 12.05 until receipt of written notice of the appointment of a successor Sellers’ Representative made in accordance with this Section 12.05. In so doing, Buyer and the other Buyer Indemnified Persons may rely on any and all actions taken by and decisions of the Sellers’ Representative under this Agreement and the Escrow Agreement notwithstanding any dispute or disagreement among any of the Sellers or the Sellers’ Representative with respect to any such action or decision without any Liability to, or obligation to inquire of, any Seller, the Sellers’ Representative or any other Person. Any decision, act, consent or instruction of the Sellers’ Representative shall constitute a decision of all the Sellers and shall be final and binding upon each of the Sellers. At any time after the Closing, with or without cause, by a written instrument that is signed in writing by holders of at least a majority-in-interest of the Sellers (determined by reference to their respective Pro Rata Percentages) and delivered to Buyer, the Sellers may remove and designate a successor Sellers’ Representative; provided, that such successor Sellers’ Representative must be reasonably acceptable to Buyer. If the Sellers’ Representative shall at any time resign or otherwise cease to function in its capacity as such for any reason whatsoever, and no successor that is reasonably acceptable to Buyer is appointed by such holders of a majority-in-interest of the Sellers (determined by reference to each Seller’s respective Pro Rata Percentage) within ten (10) Business Days, then Buyer shall have the right to appoint another Seller to act as the replacement Sellers’ Representative who shall serve as described in this Agreement and, under such circumstances, Buyer and the other Buyer Indemnified Persons shall be entitled to rely on any and all actions taken and decisions made by such replacement Sellers’ Representative.

Reliance on Appointment; Successor Sellers’ Representative. The Buyer and the other Buyer Indemnified Persons may rely on the appointment and authority of the Sellers’ Representative granted pursuant to this Section 12.05 9.06 without any further inquiry or action until receipt of written notice of the appointment of a successor Sellers’ Representative made in accordance with this Section 12.059.06. In so doing, the Buyer and the other Buyer Indemnified Persons may rely on any and all actions taken by and decisions of the Sellers’ Representative under this Agreement and the Escrow Agreement Ancillary Agreements, and direct all communications through such Sellers’ Representative, notwithstanding any dispute or disagreement among any of the Sellers or the Sellers’ Representative with respect to any such action or decision without any Liability to, or obligation to inquire of, any Seller, the Sellers’ Representative or any other Person. Any decision, act, consent or instruction of the Sellers’ Representative shall constitute a decision of all the Sellers and shall be final and binding upon each of the Sellers. At any time after the Closing, with or without cause, by a written instrument that is signed in writing by holders of at least a majority-in-interest Sellers that previously held the majority of the Class B common stock and Sellers (determined by reference to their respective Pro Rata Percentages) that previously held the majority of the Class A Common Stock and delivered to the Buyer, the Sellers may remove and designate a successor Sellers’ Representative; provided, that such successor Sellers’ Representative must may be reasonably acceptable removed and a successor appointed with respect to Buyersuch Company. If the Sellers’ Representative shall at any time resign or otherwise cease to function in its capacity as such for any reason whatsoever, and no successor that is reasonably acceptable to Buyer is appointed by such holders of a majority-in-interest of the Sellers (determined by reference to each Seller’s respective Pro Rata Percentage) within ten (10) Business Days, then the Buyer shall have the right to petition a court at the Sellers’ sole cost and expense to appoint another Seller to act as the a replacement Sellers’ Representative who shall serve as described in this Agreement and, under such circumstances, the Buyer and the other Buyer Indemnified Persons shall be entitled to rely on any and all actions taken and decisions made by such replacement Sellers’ Representative.

Reliance on Appointment; Successor Sellers’ Representative. Buyer and the other Buyer Indemnified Persons may rely on the appointment and authority of the Sellers’ Representative granted pursuant to this Section 12.05 9.10 until receipt of written notice of the appointment of a successor SellersXxxxxxx’ Representative made in accordance with this Section 12.059.10. In so doing, Buyer and the other Buyer Indemnified Persons may rely on any and all actions taken by and decisions of the Sellers’ Representative under this Agreement and the Escrow Agreement notwithstanding any dispute or disagreement among any of the Sellers or the Sellers’ Representative with respect to any such action or decision without any Liability to, or obligation to inquire of, any Seller, the Sellers’ Representative or any other Person. Buyer and its respective Affiliates and Representatives shall be entitled to disregard any notices or communications given or made by any Seller not given or made through the Sellers’ Representative. Any decision, act, consent or instruction of the Sellers’ Representative shall constitute a decision of all the Sellers and shall be final and binding upon each of the Sellers. At any time after the Closing, with or without cause, by a written instrument that is signed in writing by holders of the Sellers holding at least a majority-in-interest of the Sellers (determined by reference to their respective Indemnification Pro Rata Percentages) and delivered to Buyer, the Sellers may remove and designate a successor Sellers’ Representative; provided, that such successor Sellers’ Representative must be reasonably acceptable to Buyer. If the Sellers’ Representative shall at any time resign or otherwise cease to function in its capacity as such for any reason whatsoever, and no successor that is reasonably acceptable to Buyer is appointed by such holders of then the Sellers holding at least a majority-in-interest of the Sellers (determined by reference to each Seller’s their respective Indemnification Pro Rata PercentagePercentages) within ten (10) Business Days, then Buyer shall have the right to appoint another Seller to act as the replacement Sellers’ Representative who shall serve as described in this Agreement and, under such circumstances, Buyer and the other Buyer Indemnified Persons shall be entitled to rely on any and all actions taken and decisions made by such replacement Sellers’ Representative.

Reliance on Appointment; Successor Sellers’ Representative. The Buyer and the other Buyer Indemnified Persons Parties may rely on the appointment and authority of the Sellers’ Representative granted pursuant to this Section 12.05 11.15 until receipt of written notice of the appointment of a successor Sellers’ Representative made in accordance with this Section 12.0511.15. In so doing, the Buyer and the other Buyer Indemnified Persons Parties may rely on any and all actions taken by and decisions of the Sellers’ Representative under this Agreement and the Escrow Agreement notwithstanding any dispute or disagreement among any of the Sellers Seller Parties, the other Sellers, or the Sellers’ Representative with respect to any such action or decision without any Liability to, or obligation to inquire of, the Seller Parties, any other Seller, the Sellers’ Representative or any other Person. Any decision, act, consent or instruction of the Sellers’ Representative shall will constitute a decision of all the Sellers and shall will be final and binding upon each of the Sellers. At any time after the Closing, with or without cause, by a written instrument that is signed in writing by holders of at least a majority-in-interest majority of the Sellers (determined by reference Class A Units and Class B Units immediately prior to their respective Pro Rata Percentages) the Closing and delivered to Buyerthe Buyer Parties, the Sellers may remove and designate a successor Sellers’ Representative; provided, that such successor Sellers’ Representative must be reasonably acceptable to Buyerthe Buyer Parties. If the Sellers’ Representative shall will at any time resign or otherwise cease to function in its capacity as such for any reason whatsoever, and no successor that is reasonably acceptable to the Buyer Parties is appointed by such holders of a majority-in-interest of the Sellers (determined by reference to each Seller’s respective Pro Rata Percentage) within ten (10) Business Days, then the Buyer shall Parties will have the right to appoint another Seller to act as the replacement Sellers’ Representative who shall will serve as described in this Agreement and, under such circumstances, the Buyer and the other Buyer Indemnified Persons shall Parties will be entitled to rely on any and all actions taken and decisions made by such replacement Sellers’ Representative.