Common use of Reliance on Representative Clause in Contracts

Reliance on Representative. Parent and its respective Affiliates (including, after the Effective Time, the Surviving Corporation) shall be entitled to rely on the appointment of the Representative and treat such Representative as the duly appointed attorney-in-fact of each Effective Time Stockholder and as having the duties, power and authority provided for in this Agreement. None of Parent or its respective Affiliates (including, after the Effective Time, the Surviving Corporation) shall be liable to any Effective Time Stockholder 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 thirty (30) days’ prior written notice of the replacement or resignation of such Representative shall be provided to Parent. Parent and its respective Affiliates (including, after the Effective Time, the Surviving Corporation) shall be entitled to rely at any time after receipt of any such notice on the most recent notice so received. The Effective Time Stockholders who represent a majority in interest in the Indemnity Escrow Amount may remove the Representative by a written instrument delivered to the Representative, Parent and the Company, and, in such event and also if the Representative shall be unable or unwilling to serve in such capacity, its successor who shall serve and exercise the powers of the Representative hereunder shall be appointed by a written instrument signed by the Effective Time Stockholders who represent a majority in interest in the Indemnity Escrow Amount and delivered to Parent.

Reliance on Representative. Parent and its respective Affiliates (including, after the Effective Time, the Surviving CorporationEntity) shall be entitled to rely on the appointment of the Representative and treat such Representative as the duly appointed attorney-in-fact of each Effective Time Stockholder Indemnitor and as having the duties, power and authority provided for in this Agreement. None Neither Parent nor any of Parent or its respective Affiliates (including, after the Effective Time, the Surviving CorporationEntity) shall be liable to any Effective Time Stockholder Indemnitor 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 thirty (30) 30 days’ prior written notice of the replacement or resignation of such Representative shall be provided to Parent. Parent and its respective Affiliates (including, after the Effective Time, the Surviving CorporationEntity) shall be entitled to rely at any time after receipt of any such notice on the most recent notice so received. The Effective Time Stockholders Indemnitors who represent a majority in interest in the Indemnity Escrow Amount Final Cash Payment may remove the Representative by a written instrument delivered to the Representative, Parent and the Company, and, in such event and also if the Representative shall be unable or unwilling to serve in such capacity, its successor who shall serve and exercise the powers of the Representative hereunder shall be appointed by a written instrument signed by the Effective Time Stockholders who represent a majority in interest in the Indemnity Escrow Amount and Final Cash Payment delivered to Parent.

Reliance on Representative. Parent and its Parent, Merger Sub, their respective Affiliates affiliates (including, without limitation, after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled in good faith to rely on the appointment of the Xxxxxxx Xxxxxx as Representative and treat such Representative as the duly appointed attorney-in-fact of each Effective Time Stockholder Company Securityholder and as having the duties, power power, and authority provided for in this Agreement. None of Parent or its Parent, Merger Sub, their respective Affiliates affiliates (including, without limitation, after the Effective Time, the Surviving Corporation) or the Escrow Agent shall be liable to any Effective Time Stockholder Company Securityholder for any actions taken or omitted by them in good faith in reliance upon any instructions, notice or other instruments delivered by the Representative. No resignation of the Representative shall become effective unless at least thirty (30) days’ 30 calendar days prior written notice of the replacement or resignation of such Representative shall be provided to Parent. Parent and its the Escrow Agent. Parent, Merger Sub, their respective Affiliates affiliates (including, without limitation, after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled in good faith to rely at any time after receipt of any such notice on the most recent notice so received. The Effective Time Stockholders who represent a majority in interest in the Indemnity Escrow Amount may remove the Representative by a written instrument delivered to the Representative, Parent and the Company, and, in such event and also if If the Representative shall be unable or unwilling to serve in such capacity, its his or her successor who shall serve and exercise the powers of the Representative hereunder shall be appointed by a written instrument signed named by the Effective Time Stockholders who represent a majority in interest in Requisite Majority of the Indemnity Escrow Amount and delivered to ParentCompany Securityholders.

Reliance on Representative. Parent and its respective Affiliates (including, after the Effective Time, the Surviving Corporation) shall be entitled to rely on the appointment of the Representative and treat such Representative as the duly appointed attorney-in-fact of each Effective Time Stockholder Indemnitor and as having the duties, power and authority provided for in this Agreement. None of Parent or its respective Affiliates (including, after the Effective Time, the Surviving Corporation) shall be liable to any Effective Time Stockholder Indemnitor 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 thirty (30) days’ prior written notice of the replacement or resignation of such Representative shall be provided to Parent. Parent and its respective Affiliates (including, after the Effective Time, the Surviving Corporation) shall be entitled to rely at any time after receipt of any such notice on the most recent notice so received. The Effective Time Stockholders Indemnitors who represent a majority in interest in the Indemnity Escrow Amount Final Cash Payment and the Deferred Payments may remove the Representative by a written instrument delivered to the Representative, Parent and the Company, and, in such event and also if the Representative shall be unable or unwilling to serve in such capacity, its successor who shall serve and exercise the powers of the Representative hereunder shall be appointed by a written instrument signed by the Effective Time Stockholders Indemnitors who represent a majority in interest in the Indemnity Escrow Amount Final Cash Payment and the Deferred Payments and delivered to Parent.

Reliance on Representative. Parent and its respective Affiliates affiliates (including, after the Effective Time, the Surviving Corporation) and the Escrow Agent shall be entitled to rely on the appointment of the Xxxxx Xxxxxxxx as Representative and treat such Representative as the duly appointed attorney-in-fact of each Effective Time Stockholder Indemnifying Party and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of Parent or its respective Affiliates affiliates (including, after the Effective Time, the Surviving Corporation) or the Escrow Agent shall be liable to any Effective Time Stockholder Indemnifying Party 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 thirty (30) days’ days prior written notice of the replacement or resignation of such Representative shall be provided to ParentParent and the Escrow Agent. Parent and its respective Affiliates affiliates (including, 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. The Effective Time Stockholders who represent Indemnifying Parties holding a majority in interest in the Indemnity Escrow Amount Fund held in escrow at such time may remove the Representative by a written instrument delivered to the Representative, Parent and the Company, and, in such event and also if the Representative shall be unable or unwilling to serve in such capacity, its successor who shall serve and exercise the powers of the Representative hereunder shall be appointed by a written instrument signed by the Effective Time Stockholders who represent a majority in interest in the Indemnity Escrow Amount and delivered to Parent.his, her or its