Common use of Reliance on Representative Clause in Contracts

Reliance on Representative. Parent, Merger Sub, their respective affiliates (including after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled to rely on the appointment of Leapfrog Ventures II, L.P. as Representative and treat such Representative as the duly appointed attorney-in-fact of each Indemnifying Stockholder and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of Parent, Merger Sub, their respective affiliates (including after the Effective Time, the Surviving Corporation) or the Escrow Agent shall be liable to any Indemnifying Stockholder for any actions taken or omitted by them in reliance upon any instructions, notice or other instruments delivered by the Representative. Parent, Merger Sub, their respective affiliates (including, without limitation, after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled to rely at any time after receipt of any such notice on the most recent notice so received. No resignation of the Representative shall become effective unless at least 15 days prior written notice of the replacement or resignation of such Representative shall be provided to Parent and the Escrow Agent. If the Representative shall be unable or unwilling to serve in such capacity, his, her or its successor who shall serve and exercise the powers of the Representative hereunder shall be appointed by a written instrument signed by Indemnifying Stockholders holding a majority interest in the Escrow Shares. In addition, the Indemnifying Stockholders may replace the Representative at any time upon approval of the Indemnifying Stockholders holding a majority interest in the Escrow Amount on the Closing Date.

Reliance on Representative. Parent, Merger Sub, their respective affiliates (including including, without limitation, after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled to rely on the appointment of Leapfrog Ventures II, L.P. Xxxxx Xxxxxx as Representative and treat such Representative as the duly appointed attorney-in-fact of each Indemnifying Stockholder Securityholder and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of Parent, Merger Sub, their respective affiliates (including including, without limitation, after the Effective Time, the Surviving Corporation) or the Escrow Agent shall be liable to any Indemnifying Stockholder Securityholder for any actions taken or omitted by them in reliance upon any instructions, notice or other instruments delivered by the Representative. No resignation of the Representative shall become effective unless at least 30 days prior written notice of the replacement or resignation of such Representative shall be provided to Parent and the Escrow Agent. Parent, Merger Sub, their respective affiliates (including, without limitation, after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled to rely at any time after receipt of any such notice on the most recent notice so received. No resignation of the Representative shall become effective unless at least 15 days prior written notice of the replacement or resignation of such Representative shall be provided to Parent and the Escrow Agent. If the Representative shall be unable or unwilling to serve in such capacity, his, her or its successor who shall serve and exercise the powers of the Representative hereunder shall be appointed by a written instrument signed by Indemnifying Stockholders Securityholders holding a majority interest in the Escrow Shares. In addition, the Indemnifying Stockholders may replace the Representative Funds held in escrow at any time upon approval of the Indemnifying Stockholders holding a majority interest in the Escrow Amount on the Closing Datesuch time.

Reliance on Representative. Parent, Merger Sub, their respective affiliates (including including, without limitation, after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled to rely on the appointment of Leapfrog Ventures II, L.P. WP VIII Representative LLC as Representative and treat such Representative as the duly appointed attorney-in-fact of each Indemnifying Stockholder Securityholder and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of Parent, Merger Sub, their respective affiliates (including including, without limitation, after the Effective Time, the Surviving Corporation) or the Escrow Agent shall be liable to any Indemnifying Stockholder Securityholder for any actions taken or omitted by them in reliance upon any instructions, notice or other instruments delivered by the Representative. Parent, Merger Sub, their respective affiliates (including, without limitation, after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled to rely at any time after receipt of any such notice on the most recent notice so received. No resignation of the Representative shall become effective unless at least 15 30 days prior written notice of the replacement or resignation of such Representative shall be provided to Parent and the Escrow Agent. If the Representative shall be unable or unwilling to serve in such capacity, his, her or its successor who shall serve and exercise the powers of the Representative hereunder shall be appointed by a written instrument signed by Indemnifying Stockholders Securityholders holding a majority interest in the Escrow SharesFunds. In addition, the Indemnifying Stockholders Securityholders may replace the Representative at any time upon approval of the Indemnifying Stockholders Securityholders holding a majority interest in the Escrow Amount Fund on the Closing Date.

Reliance on Representative. Parent, Merger Sub, their respective Buyer and its affiliates (including including, after the Effective TimeClosing, the Surviving CorporationCompany) and the Escrow Agent shall be entitled to rely on the appointment of Leapfrog Ventures II, L.P. as the Representative and treat such Representative as the duly appointed attorney-in-fact of each Indemnifying Stockholder Party (subject to the limitation set forth in Section 10.4(b)) and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of Parent, Merger Sub, their Buyer or its respective affiliates (including including, after the Effective TimeClosing, the Surviving CorporationCompany) or the Escrow Agent shall be liable to any Indemnifying Stockholder Party for any actions taken or omitted by them in reliance upon any instructions, notice or other instruments delivered by the RepresentativeRepresentative for which it was authorized pursuant to the provisions of Section 10.4(b) above. Parent, Merger Sub, their No resignation of the Representative shall become effective unless at least 30 days prior written notice of the replacement or resignation of such Representative shall be provided to Buyer and the Escrow Agent. Buyer and its respective affiliates (including, without limitation, after the Effective TimeClosing, the Surviving CorporationCompany) and the Escrow Agent shall be entitled to rely at any time after receipt of any such notice on the most recent notice so received. No resignation of The Indemnifying Parties holding seventy five percent (75%) interest in the Escrow Fund may remove the Representative shall become effective unless at least 15 days prior by a written notice of instrument delivered to the replacement or resignation of such Representative shall be provided to Parent Representative, Buyer and the Escrow Agent. If Company, and, in such event and also if the Representative shall be unable or unwilling to serve in such capacity, his, her or its successor who shall serve and exercise the powers of the Representative hereunder shall be appointed by a written instrument signed by Indemnifying Stockholders Parties holding a majority seventy five percent (75%) interest in the Escrow Shares. In addition, the Indemnifying Stockholders may replace the Representative Fund held in escrow at any such time upon approval of the Indemnifying Stockholders holding a majority interest in and delivered to Buyer and the Escrow Amount on the Closing DateAgent.

Reliance on Representative. Parent, Merger Sub, their respective Buyer and its affiliates (including including, after the Effective TimeClosing, the Surviving CorporationCompany) and the Escrow Agent shall be entitled to rely on the appointment of Leapfrog Ventures II, L.P. as the Representative and treat such Representative as the duly appointed attorney-in-fact of each Indemnifying Stockholder Party (subject to the limitation set forth in Section 10.4(b)) and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of Parent, Merger Sub, their respective Buyer or its affiliates (including including, after the Effective TimeClosing, the Surviving CorporationCompany) or the Escrow Agent shall be liable to any Indemnifying Stockholder Party for any actions taken or omitted by them in reliance upon any instructions, notice or other instruments delivered by the RepresentativeRepresentative for which it was authorized pursuant to the provisions of Section 10.4(b) above. ParentThe Representative may resign at any time upon at least 20 days prior written notice to Buyer. In the event of any such resignation, Merger Sub, their the Indemnifying Securityholders shall promptly appoint a replacement and notify Buyer and the Escrow Agent thereof. Buyer and its respective affiliates (including, without limitation, after the Effective TimeClosing, the Surviving CorporationCompany) and the Escrow Agent shall be entitled to rely at any time after receipt of any such notice on the most recent notice so received. No resignation The majority of the Representative shall become effective unless at least 15 days prior written notice Contributing Securityholders (measured in accordance with their Pro Rata Share of the replacement or resignation of such Escrow Fund) may remove the Representative shall be provided by a written instrument delivered to Parent the Representative, Buyer and the Escrow Agent. If Company, and, in such event and also if the Representative shall be unable or unwilling to serve in such capacity, his, her or its successor who shall serve and exercise the powers of the Representative hereunder shall be appointed by a written instrument signed by Indemnifying Stockholders holding a majority of the Contributing Securityholders (measured in accordance with their Pro Rata Share of the Escrow Fund) and delivered to Buyer and the Escrow Agent. The power of attorney and all authority conferred under this Section 10.7 and the powers, immunities and rights to indemnification granted to the Representative hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Contributing Securityholder, by operation of law, by such Contributing Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Contributing Securityholder of the whole or any fraction of his, her or its interest in the Escrow SharesAmount. In additionNotwithstanding anything in this Agreement to the contrary, the Indemnifying Stockholders may replace the Representative at any time upon approval restrictions or limitations on liability or indemnification obligations of the Indemnifying Stockholders holding a majority interest Parties set forth elsewhere in this Agreement are not intended to be applicable to the Escrow Amount on indemnities provided to the Closing DateRepresentative under this Section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement.