Representative Consent. Unless the Representative has consented to a settlement of a Third Party Claim, the amount of the settlement shall not be a binding determination of the amount of the Loss and such amount shall be determined in accordance with the provisions of the Escrow Agreement.
Representative Consent. The Representative, by his execution below, hereby consents in his capacity as Representative to the Effective Time Holders, to assignment of the Assigned Earnout Obligation. The Representative hereby represents and warrants to the other parties hereto that it has full power, authority to execute and deliver this Agreement on behalf of the Effective Time Holders and to consent to the transactions contemplated hereby; that the execution and delivery of this Agreement by the Representative (on behalf of the Effective Time Holders) has been duly and validly authorized by the Effective Time Holders; and that this Agreement has been duly and validly executed and delivered by the Representative on behalf of the Effective Time Holders, and constitutes the Representative’s (on behalf of the Effective Time Holders) binding obligation enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. [Signature Page Follows]
Representative Consent. (a) By virtue of Majority Stockholders’ approval of the Merger by executing letters of transmittal as described in the Merger Agreement, Majority Stockholders have, without any further act of any Majority Stockholder, consented to: (i) the use of the Escrow Assets (as defined in Section 2(a)) as collateral and security for Majority Stockholders’ indemnification obligations under Article XII of the Merger Agreement in the manner set forth herein, (ii) the appointment of Majority Stockholders’ Representative as their representative for purposes of this Agreement and as the attorney-in-fact and agent for and on behalf of each Majority Stockholder, and the taking by Majority Stockholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken under this Agreement, and (iii) all of the other terms, conditions and limitations in this Agreement. Accordingly, Majority Stockholders’ Representative has unlimited authority and power (subject to the fiduciary duties owed by the Majority Stockholder’s Representative to the Majority Stockholders) to interpret all of the terms and provisions of this Agreement, and to act on behalf of each Majority Stockholder with respect to this Agreement and the disposition, settlement, compromise or other handling of all claims, rights or obligations arising hereunder, and to authorize payments to be made with respect thereto, and all action taken by Majority Stockholders’ Representative hereunder shall be binding upon each and all of Majority Stockholders, and their successors, as if expressly confirmed and ratified in writing by each of them. Majority Stockholders will be bound by all actions taken by Majority Stockholders’ Representative in connection with this Agreement, and the Escrow Agent and Digital Angel shall be entitled to rely on any action or decision of Majority Stockholders’ Representative. The Escrow Agent, the Company and Digital Angel are hereby relieved from any liability to any Majority Stockholder for any acts done by them in accordance with such decision, act, consent or instruction of Majority Stockholders’ Representative.
Representative Consent. Where the Stockholders are the Indemnifying Party, unless the Representative has consented to a settlement of a Third Party Claim, the amount of the settlement shall not be a binding determination of the amount of the Loss and such amount shall be determined in accordance with the provisions of the Escrow Agreement.
Representative Consent. Unless the Representative (in the case of the Shareholder Indemnitors) or the Parent (in the case of the Parent Indemnitors) has consented to a settlement of a Third Party Claim involving a Shareholder Indemnitor or Parent Indemnitor, as the case may be, the amount of the settlement shall not be a binding determination of the amount of the Loss and such amount shall be determined in accordance with the provisions of the Escrow Agreements.
