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

Reliance on Appointment; Successor Sellers’ Representative. The Buyer Parties may rely on the appointment and authority of the Sellers’ Representative granted pursuant to this Section 11.15 until receipt of written notice of the appointment of a successor Sellers’ Representative made in accordance with this Section 11.15. In so doing, the Buyer Parties may rely on any and all actions taken by and decisions of the Sellers’ Representative under this Agreement notwithstanding any dispute or disagreement among any of the 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 will constitute a decision of all the Sellers and 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 of the Class A Units and Class B Units immediately prior to the Closing and delivered to the Buyer Parties, the Sellers may remove and designate a successor Sellers’ Representative; provided, that such successor Sellers’ Representative must be reasonably acceptable to the Buyer Parties. If the Sellers’ Representative 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 Sellers within ten (10) Business Days, then the Buyer Parties will have the right to appoint another Seller to act as the replacement Sellers’ Representative who will serve as described in this Agreement and, under such circumstances, the Buyer Parties will 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 Parties and the other Buyer Indemnified Persons may rely on the appointment and authority of the Sellers’ Representative granted pursuant to this Section 11.15 12.05 until receipt of written notice of the appointment of a successor Sellers’ Representative made in accordance with this Section 11.1512.05. In so doing, Buyer and the other Buyer Parties 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 Seller Parties, the other Sellers, 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 will shall constitute a decision of all the Sellers and will 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 majority-in-interest of the Class A Units and Class B Units immediately prior Sellers (determined by reference to the Closing their respective Pro Rata Percentages) and delivered to the Buyer PartiesBuyer, the Sellers may remove and designate a successor Sellers’ Representative; provided, that such successor Sellers’ Representative must be reasonably acceptable to the Buyer PartiesBuyer. If the Sellers’ Representative will 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 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 Parties will shall have the right to appoint another Seller to act as the replacement Sellers’ Representative who will shall serve as described in this Agreement and, under such circumstances, Buyer and the other Buyer Parties will 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 Parties may rely on the appointment and authority of the Sellers’ Representative granted pursuant to this Section 11.15 9.10 until receipt of written notice of the appointment of a successor SellersXxxxxxx’ Representative made in accordance with this Section 11.159.10. In so doing, the Buyer 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 Seller Parties, the other Sellers, 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. 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 will shall constitute a decision of all the Sellers and will 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 of the Class A Units and Class B Units immediately prior majority-in-interest (determined by reference to the Closing their respective Indemnification Pro Rata Percentages) and delivered to the Buyer PartiesBuyer, the Sellers may remove and designate a successor Sellers’ Representative; provided, that such successor Sellers’ Representative must be reasonably acceptable to the Buyer Parties. If the Sellers’ Representative will 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 the Buyer Parties is appointed by such Sellers within ten (10) Business Days, then the Buyer Parties will Sellers holding at least a majority-in-interest (determined by reference to their respective Indemnification Pro Rata Percentages) shall have the right to appoint another Seller to act as the replacement Sellers’ Representative who will shall serve as described in this Agreement and, under such circumstances, the Buyer Parties will 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 Parties may rely on the appointment and authority of the Sellers’ Representative granted pursuant to this Section 11.15 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 11.159.06. In so doing, the Buyer Parties may rely on any and all actions taken by and decisions of the Sellers’ Representative under this Agreement and the Ancillary Agreements, and direct all communications through such Sellers’ Representative, notwithstanding any dispute or disagreement among any of the Seller Parties, the other Sellers, 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 will shall constitute a decision of all the Sellers and will 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 Sellers that previously held the majority of at least a the Class B common stock and Sellers that previously held the majority of the Class A Units and Class B Units immediately prior to the Closing Common Stock and delivered to the Buyer PartiesBuyer, the Sellers may remove and designate a successor Sellers’ Representative; provided, that such successor Sellers’ Representative must be reasonably acceptable to the Buyer Parties. If the Sellers’ Representative will may be removed and a successor appointed with respect to such Company. If 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 the Buyer Parties is appointed by such Sellers holders within ten (10) Business Days, then the Buyer Parties will 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 will shall serve as described in this Agreement and, under such circumstances, the Buyer Parties will shall be entitled to rely on any and all actions taken and decisions made by such replacement Sellers’ Representative.