Common use of Seller Representatives Clause in Contracts

Seller Representatives. Each Seller hereby irrevocably appoints the Seller Representatives as the agents and attorneys-in-fact of such Seller for the purposes of acting in the name and stead of such Seller in: (a) giving and receiving all notices, accepting service of process and making any elections or designations permitted or required by this Agreement (and all notices required or permitted to be made by any Acquiror to Sellers or any Seller hereunder shall be deemed to be duly made by such Acquiror upon providing such notice to all the Seller Representatives as provided in Section 11.3); (b) acting on such Seller’s behalf under any other covenant, agreement or provision of this Agreement; (c) agreeing with Acquirors as to any amendments to this Agreement which the Seller Representatives may deem necessary or advisable, including the extension of time in which to consummate the transactions contemplated by this Agreement, and the waiver of any closing conditions; (d) except for payments of the Purchase Price specified in Section 2.1, receiving payments under or pursuant to this Agreement; and (e) performing those actions or exercising those powers otherwise specifically provided to the Seller Representatives pursuant to the terms of this Agreement; provided, however, that, in each case, the Seller Representatives shall not take any action adverse to any Seller unless such action is also taken proportionately with respect to each Seller; and provided, further, that the Seller Representatives shall not take any action in their respective capacities as Seller Representative unless such action has been approved unanimously by the Seller Representatives. Notices delivered in accordance with Section 11.3 and communications to or from the Seller Representatives shall constitute notice to or from each Seller. Any unanimous decision, act, consent or instruction of the Seller Representatives (acting their respective capacities as the Seller Representatives) shall constitute a decision of each Seller and shall be final, binding and conclusive upon each Seller, and Acquirors may rely upon any such decision, act, consent or instruction. Each Seller hereby agrees that: (i) in all matters in which action by the Seller Representatives is required or permitted, the Seller Representatives are authorized to act on behalf of such Seller, and Acquirors shall be entitled to rely on any and all action taken by the Seller Representatives (provided such action is taken by or with the approval of all the Seller Representatives) under this Agreement without any liability to, or obligation to inquire of, any Seller, notwithstanding any knowledge on the part of any Acquiror of any such dispute or disagreement; and (ii) the appointment of the Seller Representatives is coupled with an interest and shall be irrevocable by each Seller in any manner or for any reason. Each Seller shall (i) indemnify each Seller Representative (in its capacity as such) against, and hold each Seller Representative (in its capacity as such) harmless from, any and all Losses or Liabilities which may at any time be imposed upon, incurred by or asserted against such Seller Representative in such capacity in any way relating to or arising out of its action or failure to take action in good faith pursuant to this Agreement (other than Losses and Liabilities arising out of gross negligence) in such capacity, and (ii) reimburse each Seller Representative for all costs and expenses incurred on behalf of Sellers in accordance with such Seller’s pro rata percentage of the Purchase Price.

Seller Representatives. Each (a) In addition to the other rights and authority granted to the Seller Representatives elsewhere in this Agreement, all of the Sellers collectively and irrevocably hereby irrevocably appoints constitute and appoint the Seller Representatives as their agent and representative to act from and after the agents date hereof and attorneys-in-fact of such Seller for the purposes of acting in the name and stead of such Seller in: (a) giving and receiving all notices, accepting service of process and making to do any elections or designations permitted or required by this Agreement (and all notices required or permitted to be made by things and execute any Acquiror to Sellers or any Seller hereunder shall be deemed to be duly made by such Acquiror upon providing such notice to and all the Seller Representatives as provided in Section 11.3); (b) acting on such Seller’s behalf under any other covenant, agreement or provision of this Agreement; (c) agreeing with Acquirors as to any amendments to this Agreement documents which the Seller Representatives Representative determine may deem necessary be necessary, convenient or advisable, including the extension of time appropriate in which to consummate connection with the transactions contemplated by this AgreementAgreement or otherwise to perform the duties or exercise the rights granted to the Seller Representatives hereunder, and the waiver including: (i) execution of any closing conditionsdocuments and certificates pursuant to this Agreement; (dii) except for payments receipt of the Purchase Price specified in Section 2.1, receiving payments under or pursuant to this Agreement and disbursement thereof to the Sellers, Purchaser, any Indemnitee and any other Person, including giving any instructions to the Escrow Agent; (iii) receipt and, if applicable, forwarding of notices and communications pursuant to this Agreement; and (eiv) performing those actions or exercising those powers otherwise specifically provided to administration of the Seller Representatives pursuant to the terms provisions of this Agreement; provided(v) giving or agreeing to, howeveron behalf of all or any of the Sellers, thatany and all consents, waivers, amendments, modifications, extension or termination deemed by the Seller Representative, in its sole and absolute discretion, to be necessary or appropriate under or pursuant to this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) (A) disputing or refraining from disputing, on behalf of each case, the Seller Representatives shall not take any action adverse relative to any amounts to be received or paid by such Seller unless under this Agreement or any agreement contemplated hereby, any claim made by Purchaser, Purchaser Representative or Pubco under this Agreement or other agreements contemplated hereby, (B) negotiating and compromising, on behalf of each such action is also taken proportionately Seller, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby, and (C) executing, on behalf of each Seller, any settlement agreement, release or other document with respect to each Sellersuch dispute or remedy; (vii) engaging attorneys, accountants, agents or consultants on behalf of the Sellers in connection with this Agreement or any other agreement contemplated hereby and providedpaying any fees related thereto; (viii) managing, furthercontrolling, that the Seller Representatives shall not take defending and settling on behalf of an Indemnitor any action indemnification claims against any of them under Article IX, including controlling, defending, managing, settling and participating in their respective capacities as Seller Representative unless such action has been approved unanimously by the Seller Representatives. Notices delivered any Third Party Claim in accordance with Section 11.3 9.4; (ix) making on behalf of such Person any determinations and communications taking all actions on their behalf relating to or from the Seller Representatives shall constitute notice determination of Finally Determined Exchange Shares, the adjustment to or from each Seller. Any unanimous decisionthe Exchange Consideration under Section 2.5 and any disputes with respect thereto, act, consent or instruction release of the Earnout Escrow Property under Section 2.6; and (x) acting on behalf of such Person under the Escrow Agreement. For the avoidance of doubt, each Seller Representatives Representative, acting individually, shall have the authority to take the actions authorized by this Section 13.14 on behalf of the Sellers. (acting their respective capacities b) The Purchaser Representative, Purchaser and Pubco may conclusively and absolutely rely, without inquiry, upon any actions of a Seller Representative as the acts of the Sellers hereunder or any Ancillary Document to which a Seller Representatives) shall constitute Representative is a decision of each Seller party or otherwise have rights in such capacity. The Purchaser Representative and Purchaser shall be final, binding entitled to rely conclusively on the instructions and conclusive upon each Seller, and Acquirors may rely upon any such decision, act, consent or instruction. Each decisions of a Seller hereby agrees that: Representative as to (i) in all matters in which action any payment instructions provided by the a Seller Representatives is Representative or (ii) any other actions required or permittedpermitted to be taken by a Seller Representative hereunder, and no Seller shall have any cause of action against the Purchaser Representative, Pubco, Merger Sub, Purchaser, or the Company for any action taken by any of them in reliance upon the instructions or decisions of a Seller Representatives are authorized Representative. The Purchaser Representative and Purchaser shall not have any Liability to act on behalf any Seller for any allocation or distribution among the Sellers by a Seller Representative of payments made to or at the direction of a Seller Representative. All notices or other communications required to be made or delivered to a Seller under this Agreement or any Ancillary Document to which a Seller Representative is a party or otherwise has rights in such capacity shall be made to such Seller Representative for the benefit of such Seller, and Acquirors any notices so made shall be entitled discharge in full all notice requirements of the other parties hereto or thereto to rely on such Seller with respect thereto. (c) The Seller Representatives, in their capacity as such, shall not have any and all action taken by the personal liability for any amount owed to Purchaser, Pubco or any Indemnitee pursuant to this Agreement. The Seller Representatives (provided such action is taken by shall not be personally liable to the Sellers, in his or with the approval of all its capacity as the Seller Representatives) under this Agreement without , for any personal liability toof a Seller or otherwise, or obligation to inquire of, any Seller, notwithstanding any knowledge on the part of any Acquiror of any such dispute or disagreement; and (ii) the appointment of the Seller Representatives is coupled with an interest and shall be irrevocable by each Seller in any manner or for any reason. Each error of judgment, or any act done or step taken or omitted by it, or for any mistake in fact or Law, or for anything which it may do or refrain from doing in connection with this Agreement. (d) If a Seller Representative shall die, become disabled, dissolve (iin the case of an entity), resign or otherwise be unable or unwilling to fulfill his, her or its responsibilities as representative and agent of Sellers, then the Sellers shall, within ten (10) indemnify each days after such death, disability, dissolution, resignation or other event, appoint a successor Seller Representative (by vote or written consent of the Class B Sellers holding in its capacity as suchthe aggregate in excess of fifty percent (50%) againstof the Class B Exchange Shares, and hold each Seller Representative promptly thereafter (in its capacity as such) harmless from, any and all Losses or Liabilities which may at any time be imposed upon, incurred by or asserted against such Seller Representative in such capacity but in any way relating to or arising out of its action or failure to take action event within two (2) Business Days after such appointment) notify the Purchaser Representative, Purchaser and Pubco in good faith pursuant to this Agreement (other than Losses and Liabilities arising out of gross negligence) in such capacity, and (ii) reimburse each Seller Representative for all costs and expenses incurred on behalf of Sellers in accordance with such Seller’s pro rata percentage writing of the Purchase Priceidentity of such successor. Any such successor so appointed shall become a “Seller Representative” for purposes of this Agreement.

Seller Representatives. (a) Each Seller hereby irrevocably appoints the his respective Original Seller Representatives Representative as the agents and attorneyssuch Seller’s representative, attorney-in-fact and agent, with full power of such Seller for the purposes of acting substitution to act in the name name, place and stead of such Seller in: (a) giving and receiving all notices, accepting service of process and making any elections or designations permitted or required with respect to the transactions contemplated by this Agreement (and all notices required or permitted the Escrow Agreement, including the transfer of the Acquired Shares set forth on Exhibit B attached hereto next to be made by any Acquiror to Sellers or any Seller hereunder shall be deemed to be duly made by such Acquiror upon providing such notice to all the Seller Representatives as provided in Section 11.3); (b) acting on such Seller’s behalf under any other covenantname to Purchaser, agreement or provision in accordance with the terms and provisions of this Agreement; (c) agreeing with Acquirors as Agreement and to act on behalf of such Seller in any amendments to amendment of or litigation or arbitration involving this Agreement which the and to do or refrain from doing all such further acts and things, including in connection with any indemnification matters pursuant to Article IX, and to execute all such documents, as such Seller Representatives may Representative shall deem necessary or advisableappropriate in conjunction with any of the transactions contemplated by this Agreement, including the extension power: (i) to take all action necessary or desirable in connection with the waiver of time in which any condition to the obligations of Sellers to consummate the transactions contemplated by this Agreement; (ii) to negotiate, execute and deliver all ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement (it being understood that such Seller shall execute and deliver any such documents which such Seller Representative agrees to execute); (iii) to terminate this Agreement if Sellers are entitled to do so in accordance with the terms and provisions of this Agreement; (iv) to give and receive all notices and communications to be given or received by such Seller under this Agreement and to receive service of process on behalf of such Seller in connection with any claims under this Agreement, including service of process in connection with arbitration; (v) to take all actions under this Agreement which may be taken by such Seller and to do or refrain from doing any further act or deed on behalf of such Seller which such Seller Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as such Seller could do if personally present; and (vi) to act for such Seller with respect to all indemnification matters referred to in this Agreement, including the right to compromise on behalf of such Seller any indemnification claim by or against such Seller. (b) Provided that a Seller Representative uses commercially reasonable efforts to distribute all amounts received by it hereunder to the relevant Sellers in accordance with the terms and conditions of this Agreement, such Seller Representative will not be liable for any act taken or omitted by it as permitted under this Agreement, except if such act is taken or omitted in bad faith or by willful breach or gross negligence. Such Seller Representative will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles thereof). In no event shall Purchaser or the Company or any of their Affiliates, have any liability to any Seller for any action taken or omission to act by such Seller’s respective Seller Representative. (c) Each Seller agrees, severally but not jointly with other Sellers, to indemnify (on a pro rata basis based upon such Seller’s Proportional Share divided by the cumulative Proportional Shares of all other Sellers who are represented by the same Seller Representative) his respective Seller Representative for, and to hold such Seller Representative harmless against, any loss, liability or expense incurred without willful breach, gross negligence or bad faith on the waiver part of such Seller Representative, arising out of or in connection with such Seller Representative’s carrying out its duties under this Agreement, including costs and expenses of successfully defending such Seller Representative against any closing conditions; claim of liability with respect thereto. A Seller Representative may consult with counsel of its own choice and will have full and complete authorization and protection for any action taken and suffered by it in good faith and in accordance with the opinion of such counsel. No Seller Representative shall be entitled to any fees, commissions or other compensation for acting as the Seller Representative. (d) except If the Original Seller Representative resigns in writing as a Seller Representative or otherwise becomes unable to serve as a Seller Representative, a majority of Sellers who are represented by such Original Seller Representative may designate as a successor Seller Representative any other Person with prior written notice to Purchaser (the “Successor Seller Representative”). If for payments any reason no Successor Seller Representative has been appointed within thirty (30) days of such resignation or inability to serve by the Original Seller Representative, then either the relevant Seller(s) or Purchaser shall have the right to petition a court of competent jurisdiction for appointment of a Successor Seller Representative. Upon written acceptance by such Successor Seller Representative to serve as Seller Representative, such Successor Seller Representative shall thereupon succeed to and become vested with all of the Purchase Price specified powers and duties and obligations of the Original Seller Representative without further act. Notwithstanding any replacement of the Original Seller Representative hereunder, the provisions of this Section 10.17 shall continue in Section 2.1, receiving payments under effect for the benefit of the Original Seller Representative with respect to all actions taken or omitted to be taken by it while acting as Seller Representative. (e) Purchaser shall have the right to rely upon all actions taken or omitted to be taken by a Seller Representative pursuant to this Agreement; , all of which actions and (eomissions shall be legally binding upon Seller(s) performing those actions or exercising those powers otherwise specifically provided represented by such Seller Representative. No Party hereunder shall have any cause of action against Purchaser to the extent Purchaser has relied upon decisions and actions of a Seller Representatives pursuant Representative. (f) The grant of authority to the terms of this Agreement; provided, however, that, in each case, the Seller Representatives shall not take any action adverse to any Seller unless such action is also taken proportionately with respect to each Seller; and provided, further, that the Seller Representatives shall not take any action in their respective capacities as a Seller Representative unless such action has been approved unanimously by the Seller Representatives. Notices delivered provided for in accordance with this Section 11.3 and communications to or from the Seller Representatives shall constitute notice to or from each Seller. Any unanimous decision10.17, act, consent or instruction of the Seller Representatives (acting their respective capacities as the Seller Representatives) shall constitute a decision of each Seller and shall be final, binding and conclusive upon each Seller, and Acquirors may rely upon any such decision, act, consent or instruction. Each Seller hereby agrees that: (i) in all matters in which action by the Seller Representatives is required or permitted, the Seller Representatives are authorized to act on behalf of such Seller, and Acquirors shall be entitled to rely on any and all action taken by the Seller Representatives (provided such action is taken by or with the approval of all the Seller Representatives) under this Agreement without any liability to, or obligation to inquire of, any Seller, notwithstanding any knowledge on the part of any Acquiror of any such dispute or disagreement; and (ii) the appointment of the Seller Representatives is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Seller(s) represented by each Seller in any manner or for any reason. Each Seller shall (i) indemnify each Seller Representative (in its capacity as such) against, and hold each Seller Representative (in its capacity as such) harmless from, any and all Losses or Liabilities which may at any time be imposed upon, incurred by or asserted against such Seller Representative in such capacity in any way relating to or arising out of its action or failure to take action in good faith pursuant to this Agreement (other than Losses and Liabilities arising out of gross negligence) in such capacityRepresentative, and (ii) reimburse each shall survive the Closing. (g) All of the indemnities, immunities and powers granted to a Seller Representative for all costs and expenses incurred on behalf under this Agreement shall survive the Closing and/or termination of Sellers in accordance with such Seller’s pro rata percentage of the Purchase Pricethis Agreement.

Seller Representatives. (a) Each Seller hereby listed on Annex B (collectively, the “BJH Represented Sellers”) exclusively and irrevocably appoints BJH as its representative with full authority and power without limitation to execute all instruments (other than any Assignment or any certificate required pursuant to Section 4.1(c)), to perform all covenants and obligations, to grant such waivers and consents on behalf of such Seller under this Agreement, to exercise all rights on such Seller’s behalf in connection with the performance of this Agreement and to amend this Agreement except to the extent such amendment would decrease the Participating Purchase Price or adversely and disproportionately affect such Seller (in each case, except as otherwise provided herein or contemplated hereby, including with respect to Section 1.3(b)) without such Seller’s consent, in each case, as such Seller’s Representative in its sole discretion shall deem advisable, both prior to and after Closing. (b) Each Seller listed on Annex C (collectively, the “Xxxxxxx Represented Sellers”) exclusively and irrevocably appoints Xxxxxxx REP as its Seller’s Representative with full authority and power without limitation to execute all instruments (other than any Assignment or any certificate required pursuant to Section 4.1(c)), to perform all covenants and obligations, to grant such waivers and consents on behalf of such Seller under this Agreement, to exercise all rights on such Seller’s behalf in connection with the performance of this Agreement and to amend this Agreement except to the extent such amendment would decrease the Participating Purchase Price HN\1533753.22 or adversely and disproportionately affect such Seller (in each case, except as otherwise provided herein or contemplated hereby, including with respect to Section 1.3(b)) without such Seller’s consent, in each case, as such Seller’s Representative in its sole discretion shall deem advisable, both prior to and after Closing. (c) Each Seller listed on Annex D (which will include each Associated Owner that executes a Joinder Agreement in accordance with Section 1.3) shall become a BJH Represented Seller and by executing such Joinder Agreement such Seller exclusively and irrevocably appoints BJH as its Seller’s Representative with full authority and power without limitation to execute all instruments (other than any Assignment or any certificate required pursuant to Section 4.1(c)), to perform all covenants and obligations, to grant such waivers and consents on behalf of such Seller under this Agreement, to exercise all rights on such Seller’s behalf in connection with the performance of this Agreement and to amend this Agreement except to the extent such amendment would decrease the Participating Purchase Price or adversely and disproportionately affect such Seller (in each case, except as otherwise provided herein or contemplated hereby, including with respect to Section 1.3(b)) without such Seller’s consent, in each case, as such Seller’s Representative in its sole discretion shall deem advisable, both prior to and after Closing. (d) BJH in its capacity as representative appointed under Section 15.7(a) and under Section 15.7(c) and Xxxxxxx REP in its capacity as representative appointed under Section 15.7(b) are each a “Seller’s Representative” and collectively, “Seller’s Representatives.” (e) Without in any way limiting the authority and power set forth in Sections 15.7(a), (b) and (c), each Seller irrevocably appoints the Seller Representatives applicable Seller’s Representative (as outlined above) the agents agent and attorneysattorney-in-fact of such Seller for the purposes of acting in the name and stead of such Seller in: (ai) giving and receiving all notices, accepting service of process and making any elections or designations notices permitted or required by this Agreement and acting on behalf of such Sellers for all purposes under this Agreement; (ii) dealing with Buyer in connection with any and all notices required or permitted adjustments to be made by the Participating Purchase Price under this Agreement (including negotiating and settling any Acquiror to Sellers or dispute regarding any Seller hereunder shall be deemed to be duly made by such Acquiror upon providing adjustments on behalf of such notice to all the Seller Representatives as provided in Section 11.3Sellers); (biii) acting on such Seller’s behalf under any other covenant, agreement or provision of this Agreement; (civ) agreeing with Acquirors Buyer as to any amendments to this Agreement or waivers of any terms of this Agreement which the Seller Seller’s Representatives may reasonably deem necessary or advisable, including the extension of time in which to consummate the transactions contemplated by this Agreement, and the waiver of any closing conditions; (dv) except employing legal counsel; (vi) paying any legal and any other fees, costs and expenses incurred in connection with the transactions contemplated by this Agreement; (vii) granting any consent or approval on behalf of such Seller under this Agreement; (viii) determining whether the conditions to Closing in Article V have been satisfied and supervising the Closing, including waiving any such condition if Seller’s Representatives, in their sole discretion, determine that such waiver is appropriate; (ix) taking any action that may be necessary or desirable, as determined by Seller’s Representatives in their sole discretion, in connection with the termination of this Agreement in accordance with Section 1.3(d) or Article VII; (x) serving as payment agent for payments Sellers and otherwise making the determinations referenced by Section 2.4 in accordance with Section 2.4, including directing the timing, making and manner of payment of the Participating Purchase Price specified in Section 2.1, receiving payments under or (as adjusted pursuant to this Agreement) hereunder equitably among the Sellers in accordance with this Agreement as contemplated by Section 2.4; (xi) dealing with Buyer in connection with the determination, dispute, negotiation and HN\1533753.22 settlement of any Title Defects or Environmental Defects; and (exii) performing those making, executing, acknowledging, and delivering all such contracts, orders, receipts, notices, requests, instructions, certificates, letters, and other writings, and in general doing all things and taking all actions which Seller’s Representatives, in their sole discretion, may consider necessary or exercising those powers otherwise specifically provided proper in connection with or to the Seller Representatives pursuant to carry out the terms of this Agreement; provided, howeveras fully as if such Sellers were personally present and acting. This power of attorney and all authority conferred hereby is granted and conferred subject to the interests of the other parties to this Agreement, thatand in consideration of those interests and for the purpose of completing the transactions contemplated hereby, this power of attorney and all authority conferred hereby shall be irrevocable and shall not be terminated by the Sellers or by operation of Law, whether by the incapacity of any of the Sellers or by the occurrence of any other event. As the representative of the Sellers, Seller’s Representatives shall act as the agent for all such Persons, shall have authority to bind each such Person in accordance with this Agreement, and Buyer shall be fully protected in relying conclusively without any investigation upon any notices, instruction, dealings, and actions of Seller’s Representatives within the scope of this Section 15.7 and the power of attorney contained herein. (f) Each Seller exclusively and irrevocably appoints the Seller’s Representatives, acting jointly, with full authority and power to execute the Escrow Agreement, to perform all covenants and obligations under the Escrow Agreement, to execute joint written instructions to the Escrow Agent under the Escrow Agreement, to grant waivers and consents under the Escrow Agreement, to exercise all rights in connection with the performance of the Escrow Agreement and to amend the Escrow Agreement, in each case, as the Seller Seller’s Representatives shall not take any action adverse to any Seller unless such action is also taken proportionately with respect to each Seller; and provided, further, that the Seller Representatives shall not take any action in their respective capacities as Seller Representative unless such action has been approved unanimously by sole discretion shall deem advisable, during the Seller Representatives. Notices delivered in accordance with Section 11.3 and communications to or from the Seller Representatives shall constitute notice to or from each Seller. Any unanimous decision, act, consent or instruction term of the Seller Representatives (acting their respective capacities as the Seller Representatives) shall constitute a decision of each Seller and shall be final, binding and conclusive upon each Seller, and Acquirors may rely upon any such decision, act, consent or instructionEscrow Agreement. Each Seller hereby agrees that: (i) in all matters in which action by the Seller Representatives is required or permitted, the Seller Representatives are authorized to act on behalf of such Seller, that Buyer and Acquirors Escrow Agent shall be entitled to rely on this granting of power of attorney in all respects. (g) Notwithstanding anything to the contrary herein, the Seller’s Representatives shall not owe any fiduciary duties to the Sellers and shall not have any Liability of any kind whatsoever to the Sellers arising hereunder or in any way related to any of the transactions contemplated hereby, including for any action taken, or omission made, by either of them while acting in good faith in the absence of bad faith or willful misconduct and each Seller hereby irrevocably and unconditionally forever releases each Seller’s Representative from any and all Liability of any kind whatsoever arising hereunder or in any way related to any of the transactions contemplated hereby, including for any action taken taken, or omission made, by either of the Seller’s Representatives while acting in good faith, except (and only to the extent) of bad faith or willful misconduct by such Seller’s Representative. The Seller’s Representatives may, in all matters arising in connection with this Agreement, rely on the advice of counsel and the Seller’s Representative(s) shall not be liable to the Sellers for anything done, omitted, or suffered in good faith based on such advice in the absence of bad faith or willful misconduct by the Seller Seller’s Representative(s). The Seller’s Representatives (provided undertake to perform such action is taken by or with the approval of all the Seller Representatives) under duties herein and only such duties as are specifically set forth in this Agreement without any liability toand no implied covenants or obligations shall be read into this Agreement against the Seller’s Representatives. (h) Notwithstanding anything herein to the contrary, (i) the Seller’s Representative representing the BJH Represented Sellers shall make all decisions hereunder on behalf of the BJH Represented Sellers that are permitted or obligation required to inquire of, any be made hereunder by the HN\1533753.22 Seller, notwithstanding any knowledge on the part of any Acquiror of ’s Representatives and no other Seller’s Representative shall make any such dispute or disagreement; decisions on behalf of the BJH Represented Sellers and (ii) the appointment Seller’s Representative representing the Xxxxxxx Represented Sellers shall make all decisions hereunder on behalf of the Seller Xxxxxxx Represented Sellers that are permitted or required to be made hereunder by the Seller’s Representatives is coupled with an interest and no other Seller’s Representative shall make any such decisions on behalf of the Xxxxxxx Represented Sellers; provided, however, that the Seller’s Representatives shall be irrevocable by each Seller required to act jointly hereunder solely with respect to (A) the matters described in Section 15.7(f), (B) the preparation of the Preliminary Settlement Statement, (C) the preparation of the Final Settlement Statement (including negotiating and settling any manner dispute regarding any adjustments resulting therefrom to the extent that such adjustments impact one or for any reason. Each Seller shall more of the BJH Represented Sellers and one or more of the Xxxxxxx Represented Sellers), and (D) those matters that, pursuant to the express terms of this Agreement, require the agreement of both Seller’s Representatives. (i) indemnify Buyer, the Escrow Agent and all other Persons shall have the right to rely upon all actions taken or omitted to be taken by Seller’s Representatives pursuant to this Agreement. Notwithstanding anything herein to the contrary, Sellers do hereby agree that Buyer Indemnified Parties shall have no Liability to any Seller or any Seller’s Representative as a result of any action or inaction by any Seller’s Representatives in the performance of this Agreement or any action or inaction of any Buyer Indemnified Party at the request or instruction of any Seller Representative related to this Agreement, and Sellers do hereby agree to defend, indemnify, hold harmless and forever release Buyer Indemnified Parties from any such Liability, including for the avoidance of doubt, any distribution of any portion of the Adjusted Purchase Price paid to the Seller’s Representatives. (j) The authorizations of the Seller’s Representatives under this Section 15.7 shall be effective until its rights and obligations under this Agreement terminate by virtue of the termination of all obligations of each Seller Representative under this Agreement. (in its capacity as suchk) against, and hold each Seller Representative (in its capacity as such) harmless from, any and all Losses or Liabilities which may at any time be imposed upon, incurred by or asserted against such Seller Representative in such capacity Without in any way relating limiting the authority and power granted to the Seller’s Representatives hereunder, the Seller’s Representatives are expressly authorized to withhold (and otherwise make provision for) any amounts that they determine in their sole discretion as being sufficient to (i) satisfy any anticipated or arising out potential downward adjustments to the Participating Purchase Price in excess of its action or failure the Adjustment Escrow, it being understood that any amounts so withheld for such purpose that are remaining after the Final Payment Date will be distributed to take action the Sellers in good faith pursuant to this Agreement (other than Losses and Liabilities arising out of gross negligence) in such capacityaccordance with Section 2.4 promptly after the Final Payment Date, and (ii) reimburse each Seller Representative for all costs and expenses incurred on behalf to satisfy any anticipated or potential liabilities or other obligations potentially arising hereunder affecting any Sellers in the group of Sellers which it represents hereunder, if and to the extent that such Seller’s Representative determines in its sole discretion acting reasonably and in good faith that such is in the collective best interest of the group of Sellers it represents hereunder, it being understood that any such remaining amounts so withheld will be distributed to the Sellers that such Seller’s Representative represents hereunder in accordance with Section 2.4 promptly after such Seller’s pro rata percentage Representative determines in its sole discretion acting reasonably and in good faith that such distribution is in the collective best interest of the Purchase Pricegroup of Sellers it represents hereunder.

Seller Representatives. Each (a) By execution hereof, each PoA Seller hereby irrevocably appoints the PoA Seller Representatives as Representative, each Non-PoA Seller irrevocably appoints the agents Non-PoA Seller Representative and attorneys-in-fact of such each GBL Seller for and Xxxxxxxx Xxxxxxx irrevocably appoints the purposes of acting in the name and stead of such GBL Seller in: (a) giving and receiving all notices, accepting service of process and making any elections or designations permitted or required by this Agreement (and all notices required or permitted to be made by any Acquiror to Sellers or any Seller hereunder shall be deemed to be duly made by such Acquiror upon providing such notice to all the Seller Representatives as provided in Section 11.3); (b) acting on such Seller’s behalf under any other covenant, agreement or provision of this Agreement; (c) agreeing with Acquirors as to any amendments to this Agreement which the Seller Representatives may deem necessary or advisable, including the extension of time in which to consummate the transactions contemplated by this Agreement, and the waiver of any closing conditions; (d) except for payments of the Purchase Price specified in Section 2.1, receiving payments under or pursuant to this Agreement; and (e) performing those actions or exercising those powers otherwise specifically provided to the Seller Representatives pursuant to the terms of this Agreement; provided, however, thatRepresentative, in each case, the Seller Representatives shall not take any action adverse to any Seller unless such action is also taken proportionately with respect to each Seller; and provided, further, that the Seller Representatives shall not take any action in act as their respective capacities as Seller Representative unless such action has been approved unanimously by the Seller Representatives. Notices delivered in accordance with Section 11.3 agent and communications to or from the Seller Representatives shall constitute notice to or from each Seller. Any unanimous decision, act, consent or instruction of the Seller Representatives (acting their respective capacities as the Seller Representatives) shall constitute a decision of each Seller attorney-in-fact for and shall be final, binding and conclusive upon each Seller, and Acquirors may rely upon any such decision, act, consent or instruction. Each Seller hereby agrees that: (i) in all matters in which action by the Seller Representatives is required or permitted, the Seller Representatives are authorized to act on behalf of such Seller, as the case may be, regarding any matter under this Agreement or otherwise relating to the transactions contemplated hereby, including: (i) delivering and Acquirors shall be entitled receiving notices, including service of process, with respect to rely on any matter under this Agreement or any related document; (ii) executing and delivering any and all action taken by documents (including any related document other than this Agreement) on behalf of such Sellers and taking any and all such actions as shall be necessary or required to consummate the Seller Representatives transactions contemplated hereby; (provided such action is taken by or with the approval of all the Seller Representativesiii) under this Agreement without any liability to, or obligation to inquire providing notice of, any Sellerdemanding, notwithstanding any knowledge on the part of any Acquiror of any such dispute pursuing or disagreement; and (ii) the appointment of the Seller Representatives is coupled with an interest and shall be irrevocable by each Seller in any manner or for any reason. Each Seller shall (i) indemnify each Seller Representative (enforcing, in its capacity as suchdiscretion, any claim, including specific performance in accordance with Section 10.4, against Purchaser or Parent for a breach of this Agreement; (iv) againsttaking, and hold each Seller Representative (in its capacity as such) harmless fromdiscretion, any and all Losses actions, and delivering and receiving any and all notices hereunder, in respect of or in connection with any claim for damages, including the negotiation, settlement or compromise of any disagreement or dispute with Purchaser or Parent in respect thereof; (v) funding, including by way of deduction, any costs, fees, expenses or other losses or Liabilities which may at any time be imposed upon, incurred by the applicable Seller Representative in the performance of its duties and the negotiation of this Agreement and the transactions contemplated hereby as a Seller Representative for such Seller in accordance with this Section 10.14 and other amounts expressly required or asserted against permitted to be paid by such Seller Representatives under this Agreement on behalf of such Sellers; (vi) executing and delivering, on behalf of the applicable Sellers, any Contract, agreement, amendment or other document or certificate, including any settlement agreement or release of claims, to effectuate any of the foregoing or as may otherwise be specifically permitted by this Agreement, any such Contract, agreement, amendment or other document or certificate to have the effect of binding the applicable Sellers as if each such Seller, as applicable, had personally entered into such agreement; (vii) taking all such other actions as such Seller Representative shall deem necessary or appropriate, in its discretion, for the accomplishment of the foregoing; and (viii) engaging such attorneys, accountants, consultants and other Persons as such Seller Representative, in its discretion, deems necessary or appropriate to accomplish any action required or permitted of it hereunder. Notwithstanding the foregoing, all such actions enumerated in (iii) and (iv) shall be made jointly and unanimously by the PoA Seller Representative, the GBL Seller Representative, and the Non-PoA Seller Representative. (b) The Seller Representatives will not be liable to any Seller for any act taken or omitted to be taken as Seller Representatives, while acting in good faith, and any act taken or omitted to be taken pursuant to the advice of counsel will be conclusive evidence of such good faith. The Seller Representatives shall be authorized by Sellers to rely, and shall be fully protected against Sellers in relying, upon any statements furnished to the Seller Representatives by Sellers, the Company, Purchaser, Parent, or any third party or any other evidence deemed by such Seller Representative to be reliable, and the Seller Representatives shall be authorized by the Sellers to act on the advice of its selected counsel. The Seller Representatives shall be authorized by Sellers in failing or refusing to take any action under this Agreement or any related document or agreement if such Seller Representative shall have received such advice or concurrence as it deems appropriate with respect to such inaction, or if such Seller Representative shall not have been expressly indemnified to its satisfaction against any and all Liability and expense that such Seller Representative may incur by reason of taking or continuing to take any such action. (c) In the event of the death or incapacity (mental or physical) for more than fourteen (14) days of the PoA Seller Representative, the PoA Sellers holding a majority of the outstanding Equity Interests of the Company immediately prior to Closing shall appoint a successor representative within seven (7) days, who shall serve in such capacity in any way relating to or arising out of its action or failure to take action in good faith upon such successor representative’s consent (such successor representative, the “PoA Successor Representative”). In the event that no PoA Successor Representative is appointed within seven (7) days pursuant to this Agreement Section 10.14(c), GBL shall appoint the PoA Successor Representative. In such event, the PoA Successor Representative shall be deemed to be the “PoA Seller Representative” for all purposes of this Agreement. (other d) In the event of the death or incapacity (mental or physical) for more than Losses and Liabilities arising out fourteen (14) days of gross negligencethe Non-PoA Seller Representative, the Non-PoA Sellers holding a majority of the outstanding Equity Interests of the Company immediately prior to Closing shall appoint a successor representative within seven (7) days, who shall serve in such capacitycapacity upon such successor representative’s consent (such successor representative, and the “Non-PoA Successor Representative”). In the event that no Non-PoA Successor Representative is appointed within seven (ii7) reimburse each days pursuant to this Section 10.14(d) GBL shall appoint the Non-PoA Successor Representative. In such event, the Non-PoA Successor Representative shall be deemed to be the “Non-PoA Seller Representative Representative” for all costs and expenses incurred on behalf purposes of Sellers in accordance with such Seller’s pro rata percentage this Agreement. (e) In the event of the Purchase Pricedeath or incapacity (mental or physical) for more than fourteen (14) days of the GBL Seller Representative, GBL shall appoint a successor representative within seven (7) days, who shall serve in such capacity upon such successor representative’s consent (the “GBL Successor Representative”). In such event, the GBL Successor Representative shall be deemed to be the “GBL Seller Representative” for all purposes of this Agreement.

Seller Representatives. Each Seller 20.1 The Majority Sellers hereby irrevocably appoints appoint the Seller Representatives as their representative to act on their behalf to carry out the agents and attorneys-in-fact of such Seller for the purposes of acting in the name and stead of such Seller in: (a) giving and receiving all notices, accepting service of process and making any elections or designations permitted or required by this Agreement (and all notices required or permitted to be made by any Acquiror to Sellers or any Seller hereunder shall be deemed to be duly made by such Acquiror upon providing such notice to all functions expressly conferred on the Seller Representatives as provided in Section 11.3); (b) acting on such Seller’s behalf under any other covenant, by this agreement or provision of this Agreement; (c) agreeing with Acquirors as to any amendments to this Agreement which the Seller Representatives may deem necessary or advisable, including the extension of time in which to consummate the transactions contemplated by this AgreementTransaction Document, and the waiver of any closing conditions; (d) except for payments each Majority Seller shall exercise its rights as a shareholder of the Purchase Price specified in Section 2.1, receiving payments under or pursuant Company (by way of exercising the rights available to this Agreement; and (e) performing those actions or exercising those powers otherwise specifically provided to the Seller Representatives it pursuant to the terms of this Agreement; provided, however, that, in each case, KCAD Investment Agreement and the Articles) to procure that the Seller Representatives shall not take have the necessary authority under the KCAD Investment Agreement, the Articles and applicable law to perform their obligations under this agreement or any action adverse Transaction Document. 20.2 The Purchaser shall, in respect of the functions expressly conferred on the Seller Representatives by this agreement or any Transaction Document, be entitled at its sole discretion to have regard only to, and to rely absolutely upon and act in accordance with, without any liability to any party for having so relied on or acted, notices, including requests, elections, waivers, amendments, proposals or consents, issued or executed by the Seller unless Representatives. 20.3 The Seller Representatives shall not be liable to any other Majority Seller or to any Minority Seller for any act or omission in connection with the performance by the Seller Representatives (in that capacity) of the Seller Representatives’ duties, functions and/or role (including where exercising its discretion) pursuant to this agreement, except in the case of the Seller Representatives’ fraud. The Seller Representatives may act upon any instrument or written communication believed by the Seller Representatives to be genuine and to be signed and presented by the proper person(s). Each of the Majority Sellers hereby undertakes to indemnify and keep indemnified and hold harmless the Seller Representatives from all losses, costs, damages, expenses (including professional fees) and any other liabilities that may be incurred by the Seller Representatives (in that capacity) as a result of performance of the Seller Representatives’ duties, functions and role as such action is also taken proportionately with respect to each Seller; and provided, further, under this agreement provided that the Seller Representatives shall not take be entitled to indemnification for and in respect of any action in their respective capacities as Seller Representative unless such action has been approved unanimously by matter where the Seller Representatives. Notices delivered in accordance with Section 11.3 and communications to ’ actions or from the Seller Representatives shall constitute notice to inactions are fraudulent or from each Seller. Any unanimous decision, act, consent or instruction of the Seller Representatives (acting their respective capacities as the Seller Representatives) shall constitute a decision of each Seller and shall be final, binding and conclusive upon each Seller, and Acquirors may rely upon any such decision, act, consent or instruction. Each Seller hereby agrees that: (i) in all matters in which action by the Seller Representatives is required or permitted, the Seller Representatives are authorized to act on behalf of such Seller, and Acquirors shall be entitled to rely on any and all action taken by the Seller Representatives (provided such action is taken by or with the approval of all the Seller Representatives) under this Agreement without any liability to, or obligation to inquire of, any Seller, notwithstanding any knowledge on the part of any Acquiror of any such dispute or disagreement; and (ii) the appointment of the Seller Representatives is coupled with an interest and shall be irrevocable by each Seller in any manner or for any reason. Each Seller shall (i) indemnify each Seller Representative (in its capacity as such) against, and hold each Seller Representative (in its capacity as such) harmless from, any and all Losses or Liabilities which may at any time be imposed upon, incurred by or asserted against such Seller Representative in such capacity in any way relating to or arising out of its action or failure to take action in good faith pursuant to this Agreement (other than Losses and Liabilities arising out of gross negligence) in such capacity, and (ii) reimburse each Seller Representative for all costs and expenses incurred on behalf of Sellers in accordance with such Seller’s pro rata percentage of the Purchase Pricedishonest.

Seller Representatives. Each Seller By the execution and delivery of this Agreement, each of the Sellers hereby irrevocably constitutes and appoints the Seller Representatives BBV and Xxxx X. Xxxxxx as the true and lawful agents and attorneys-in-fact (the “Seller Representatives” and each a “Seller Representative”) of such Seller for the purposes Sellers with full power of acting substitution to act jointly in the name name, place and stead of such Seller in: (a) giving and receiving all notices, accepting service Sellers with respect to the transfer of process and making any elections or designations permitted or required by this Agreement (and all notices required or permitted to be made by any Acquiror to Sellers or any Seller hereunder shall be deemed to be duly made the Shares owned by such Acquiror upon providing Sellers to the Buyer in accordance with the terms and provisions of this Agreement, and to act jointly on behalf of such notice Sellers in any litigation or arbitration involving this Agreement, to jointly do or refrain from doing all such further acts and things, and to jointly execute all such documents as the Seller Representatives as provided in Section 11.3); (b) acting on such Seller’s behalf under any other covenant, agreement or provision of this Agreement; (c) agreeing with Acquirors as to any amendments to this Agreement which the Seller Representatives may shall unanimously deem necessary or advisable, including the extension of time appropriate in which to consummate connection with the transactions contemplated by this Agreement, including, without limitation, the power: (a) to execute the Escrow Agreement and any amendments thereto as the waiver representative of the Sellers, to execute any closing conditions; instructions or directions to the Escrow Agent with respect to disbursements or other matters thereunder and to take such further actions under the Escrow Agreement as the Seller Representatives deem to be necessary or appropriate; (b) to act for such Sellers with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of such Sellers and to transact matters of litigation; (c) to jointly execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that the Seller Representatives unanimously deem necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, agreements terminating the agreements listed on Schedule 7.14 hereto; (d) except for to jointly receive funds, make payments of funds, and give receipts for funds; (e) to jointly receive funds for the Purchase Price specified payment of expenses of such Sellers and apply such funds in Section 2.1payment for such expenses; (f) to jointly do or refrain from doing any further act or deed on behalf of such Sellers that the Seller Representatives unanimously deem necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as such Sellers could do if personally present; and (g) to jointly receive service of process in connection with any claims under this Agreement. In order to be effective for purposes of this Agreement and binding on each of the Sellers, receiving payments any action of the Seller Representatives, including but not limited to any decision to refrain from taking any action, must be made by the Seller Representatives acting unanimously. In acting under or pursuant to this Agreement; Section 15 and (e) performing those actions or exercising those the powers otherwise specifically provided to the Seller Representatives pursuant to the terms of this Agreement; provided, however, that, in each casegranted hereby, the Seller Representatives shall not take act equitably and without discriminating among the Sellers, except as and to the extent expressly authorized by this Agreement or any action adverse to any Seller unless such action is also taken proportionately with respect to each Seller; and provided, further, that the Seller Representatives shall not take any action in their respective capacities as Seller Representative unless such action has been approved unanimously by the Seller Representatives. Notices delivered in accordance with Section 11.3 and communications to or from the Seller Representatives shall constitute notice to or from each Seller. Any unanimous decision, act, consent or instruction of the Seller Representatives (acting their respective capacities as the Seller Representatives) shall constitute a decision of each Seller and shall be final, binding and conclusive upon each Seller, and Acquirors may rely upon any such decision, act, consent or instructionTransaction Documents. Each Seller hereby agrees that: (i) in all matters in which action by the Seller Representatives is required or permitted, the Seller Representatives are authorized to act on behalf of such Seller, and Acquirors shall be entitled to rely on any and all action taken by the Seller Representatives (provided such action is taken by or with the approval of all the Seller Representatives) under this Agreement without any liability to, or obligation to inquire of, any Seller, notwithstanding any knowledge on the part of any Acquiror of any such dispute or disagreement; and (ii) the The appointment of the Seller Representatives is shall be deemed coupled with an interest and shall be irrevocable by and shall be binding upon the successors, assigns, heirs and executors of each Seller (and shall not be terminated by the death of any Seller), and the Buyer and any other Person may conclusively and absolutely rely, without inquiry, upon any unanimous action of the Seller Representatives in any all matters referred to herein. All notices required to be made or delivered by the Buyer to the Sellers described above in this Section 15 shall be made to each of the Seller Representatives for the benefit of such Sellers and shall discharge in full all notice requirements of the Buyer to such Sellers with respect thereto. The Sellers hereby confirm all that the Seller Representatives shall jointly do or cause to be done by virtue of their appointment as the Seller Representatives of such Sellers. The Seller Representatives shall act for such Sellers on all of the matters set forth in this Agreement in the manner or the Seller Representatives unanimously believe to be in the best interest of such Sellers and consistent with the obligations under this Agreement, but the Seller Representatives shall not be responsible to such Sellers for any reasonlosses or damages such Sellers may suffer by the performance of their duties under this Agreement, other than losses or damages arising from willful violation of the law or gross negligence in the performance of their duties under this Agreement. Each In addition, the Seller Representatives shall not be responsible in their capacity as Seller Representatives to any Buyer Indemnitee or any Seller for any misrepresentations or inaccuracies with respect to any Seller or any Seller’s Shares in the certificate delivered by the Seller Representatives pursuant to Section 7.3, as to all which misrepresentations or inaccuracies such Seller shall (i) indemnify each Seller Representative (in its capacity as such) against, and hold each Seller Representative (in its capacity as such) harmless from, any and all Losses or Liabilities which may at any time be imposed upon, incurred by or asserted against such Seller Representative in such capacity in any way relating to or arising out of its action or failure to take action in good faith pursuant to this Agreement (other than Losses and Liabilities arising out of gross negligence) in such capacity, and (ii) reimburse each Seller Representative for all costs and expenses incurred on behalf of Sellers in accordance with such Seller’s pro rata percentage of the Purchase Pricesolely liable.

Seller Representatives. (a) Each Seller Party hereby irrevocably appoints the Seller Representatives as the agents and attorneys-in-fact of such Seller Party’s representatives, exclusive agents, proxies and attorneys in fact (coupled with an interest) for the all purposes of acting in the name and stead of such Seller in: (a) giving and receiving all notices, accepting service of process and making any elections or designations permitted or required by this Agreement (and all notices required or permitted to be made by any Acquiror to Sellers or any Seller hereunder shall be deemed to be duly made by such Acquiror upon providing such notice to all the Seller Representatives as provided in Section 11.3); (b) acting on such Seller’s behalf under any other covenant, agreement or provision of this Agreement; (c) agreeing with Acquirors as to any amendments to this Agreement which the Seller Representatives may deem necessary or advisable, including the extension of time in which full power and authority on such Seller Party’s behalf: (i) to consummate the transactions contemplated by under this AgreementAgreement and the other agreements, instruments, and the waiver of any closing conditionsdocuments contemplated hereby or executed in connection herewith; (dii) except for payments of the Purchase Price specified in Section 2.1, receiving payments to give and receive notices and communications under or pursuant to this Agreement; (iii) to negotiate claims and disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including, for the avoidance of doubt, any post-Closing adjustment of the Initial Purchase Price in accordance with subsections (b) through (f) of Section 2.5); (iv) to authorize disbursement to each Seller Party of any funds received on behalf of such Seller Party under this Agreement or otherwise; (v) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments and documents contemplated hereby or executed in connection herewith (without the prior approval of such Seller Party); (vi) to take all other actions to be taken by or on behalf of such Seller Party in connection with this Agreement and the other agreements, instruments and documents contemplated hereby or executed in connection herewith, but in each case subject to and in accordance with the terms of any agreement between the Seller Representatives and the Seller Parties or the Group Companies, as the case may be; and (evii) performing those to utilize the Expense Fund in connection with any of the foregoing. Such agency and proxy granted to the Seller Representatives and the powers, immunities and rights to indemnification granted to the Seller Representatives hereunder: (A) are coupled with an interest, are therefore irrevocable without the consent of the Seller Representatives and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of such Seller Party and shall be binding on any successor thereto and (B) shall survive the delivery of an assignment by any Seller Party of the whole or any fraction of his, her or its interest in any amounts to which such Seller Party may become entitled hereunder. All decisions and actions by the Seller Representatives shall be made or exercising those powers taken, as the case may be, by mutual agreement of the Seller Representatives. All decisions and actions by the Seller Representatives shall be binding upon such Seller Party, and such Seller Party shall have no right to object, dissent, protest or otherwise specifically contest the same. The Seller Representatives may resign at any time, and may be removed or replaced by the vote of the Seller Parties whose holdings of Purchased Units entitled them collectively to at least a majority of the aggregate Final Purchase Price. (b) The Seller Representatives shall not incur any liability to any Seller Party (in the absence of gross negligence, willful misconduct or fraud) while acting in good faith and arising out of or in connection with the acceptance or administration of their duties or the exercise of their rights under this Agreement or any agreement between the Seller Representatives and the Seller Parties or the Group Companies, as the case may be. The Seller Representatives shall not be liable for any action or omission pursuant to the advice of counsel. Each Seller Party hereby, severally based on its pro rata share (in the case of the Indirect Sellers, their pro rata share shall be based on the Equity Securities such Indirect Seller held of the Group Companies prior to the Reorganization), and not jointly, indemnifies, defends and holds harmless and agrees to reimburse the Seller Representatives against all costs, damages, losses, liabilities, claims, expenses (including reasonable attorneys’ fees and costs of other skilled professionals and in connection with seeking recovery from insurers), judgments, fines and amounts paid or incurred (collectively, the “Representative Expenses”) incurred by the Seller Representatives arising out of or in connection with the Seller Representatives’ execution and performance of this Agreement or any agreement between the Seller Representatives and the Seller Parties or the Group Companies, in each case as such Representative Expenses are suffered or incurred; provided that, in the event that any such Representative Expenses are finally adjudicated to have been directly caused by the gross negligence, willful misconduct or fraud of the Seller Representatives, the Seller Representatives will reimburse the Seller Parties the amount of such indemnified Representative Expenses to the extent attributable to such gross negligence, willful misconduct or fraud. If not paid directly to the Seller Representatives by the Seller Parties, any such Representative Expenses may be recovered by the Seller Representatives from the Expense Fund. (c) Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of the Seller Parties set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Seller Representatives pursuant under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Seller Representatives or the termination of this Agreement. (d) Unless otherwise consented to in writing by the Seller Representatives, for a period of seven years after the date of this Agreement, Buyer shall use commercially reasonable efforts to preserve and retain, or to cause the Group Companies to preserve and retain, in accordance with the record retention policies of the Group Companies in effect immediately prior to the Closing, the books and records of the Group Companies relating in whole or in part to any period prior to the Closing without first offering to surrender to the Seller Representatives such books and records or any portion thereof which Buyer or the Group Companies may intend to destroy, alter or otherwise dispose of. (e) The Seller Representatives will treat confidentially and not use or disclose the terms of this Agreement; provided, however, that, in each caseany other agreement contemplated hereby or any nonpublic information from or about Buyer, the Seller Representatives shall not take any action adverse Parties or the Group Companies to any Seller unless such action is also taken proportionately with respect to each Seller; and providedanyone, further, except that the Seller Representatives shall not take any action in their respective capacities as may disclose the terms or information to the Seller Representative unless such action has been approved unanimously by Parties and to the Seller Representatives. Notices delivered in accordance with Section 11.3 and communications to ’ employees, attorneys, accountants, financial advisors, agents or from authorized representatives on a need-to-know basis for purposes of carrying out the Seller Representatives shall constitute notice Representatives’ obligations hereunder, as long as such Person has agreed in writing to or from each Seller. Any unanimous treat such information confidentially. (f) Buyer may conclusively rely upon any decision, act, consent or instruction of either Seller Representative as being the Seller Representatives (acting their respective capacities as the Seller Representatives) shall constitute a decision decision, act, consent or instruction of each Seller and shall be final, binding and conclusive upon each Seller, and Acquirors may rely upon Party (without further evidence of any kind whatsoever). Buyer is hereby relieved from any liability to any Seller Party for any acts taken by Buyer in accordance with such decision, act, consent or instruction. Each instruction of either Seller hereby agrees that: (i) in all matters in which action by the Seller Representatives is required or permitted, the Seller Representatives are authorized to act on behalf of such Seller, and Acquirors shall be entitled to rely on any and all action taken by the Seller Representatives (provided such action is taken by or with the approval of all the Seller Representatives) under this Agreement without any liability to, or obligation to inquire of, any Seller, notwithstanding any knowledge on the part of any Acquiror of any such dispute or disagreement; and (ii) the appointment of the Seller Representatives is coupled with an interest and shall be irrevocable by each Seller in any manner or for any reason. Each Seller shall (i) indemnify each Seller Representative (in its capacity as such) against, and hold each Seller Representative (in its capacity as such) harmless from, any and all Losses or Liabilities which may at any time be imposed upon, incurred by or asserted against such Seller Representative in such capacity in any way relating to or arising out of its action or failure to take action in good faith pursuant to this Agreement (other than Losses and Liabilities arising out of gross negligence) in such capacity, and (ii) reimburse each Seller Representative for all costs and expenses incurred on behalf of Sellers in accordance with such Seller’s pro rata percentage of the Purchase PriceRepresentative.

Seller Representatives. 11.21.1. Each Seller, by the execution and delivery of this Agreement, hereby consents and agrees to the appointment of [REDACTED] as the “Seller Representatives” for purposes of all matters expressly set forth in this Agreement to be performed by the Seller Representatives, and by the execution and delivery of this Agreement, [REDACTED] hereby consent and agree to such appointment. The Seller Representatives shall act jointly by majority vote and are not individually authorized to act as a Seller Representative in their individual capacity as such. Any Seller Representative may be removed at any time upon the written election of the Sellers with respect to which the aggregate percentages set forth opposite their names on the Ownership Schedule represent, in the aggregate, at least 66.7%; provided that such Sellers elect a replacement Seller Representative prior to or simultaneously with such removal, and the Buyer is given prompt written notice of such replacement by the Seller Representatives; provided further that no such designated replacement Seller Representative shall be effective unless and until such replacement Seller Representative has agreed in writing to serve in such capacity. Each replacement Seller Representative shall have all the power, authority, rights and privileges conferred by this Agreement upon the original Seller Representative and the term “Seller Representative” as used herein shall be deemed to include any such replacement Seller Representative. Each Seller hereby irrevocably constitutes and appoints the Seller Representatives Representatives, including any replacement of any such Seller Representative, as the agents and attorneysattorney-in-fact of for such Seller for the purposes with full power of acting substitution and authority, in the name and stead of such Seller in: (a) giving and receiving all noticestheir discretion, accepting service of process and making to take any elections or designations permitted or required by this Agreement (and all notices actions and make any decisions required or permitted to be made taken by any Acquiror to Sellers or any Seller hereunder shall be deemed to be duly made by such Acquiror upon providing such notice to all the Seller Representatives as provided in Section 11.3); (b) acting on such Seller’s behalf under this Agreement, including the power to enforce this Agreement against the parties hereto, and to execute any amendment or waiver of this Agreement and any other covenant, agreement document or provision instrument necessary or advisable in order to carry out the provisions of this Agreement; (c) agreeing , to give and receive notices and communications and, without limiting the foregoing provisions of this 11.21.1, authorize Seller Representatives to dispute, or initiate a lawsuit regarding, any indemnification claim brought by the Buyer on behalf of itself or any Buyer Indemnitee hereunder, to agree to, object to, negotiate, enter into settlements and compromises of, and to comply with Acquirors as orders of courts with respect to any amendments dispute or Loss, and to this Agreement which take all actions necessary or appropriate in the judgment of the Seller Representatives may deem necessary or advisable, including for the extension of time in which to consummate the transactions contemplated by this Agreement, and the waiver of any closing conditions; (d) except for payments accomplishment of the Purchase Price specified in Section 2.1, receiving payments under or pursuant to this Agreement; and (e) performing those actions or exercising those powers otherwise specifically provided to the Seller Representatives pursuant to the terms of this Agreementforegoing; provided, however, that, in each case, the Seller Representatives shall not take any action adverse to any Seller unless such action is also taken proportionately with respect to each Seller; and provided, further, that the Seller Representatives shall not take have the power or authority to execute an amendment, waiver, document or other instrument that, notwithstanding any action other provision to the contrary, increases in their respective capacities as any material respect the obligations or liabilities of any Seller Representative unless such action has been approved unanimously by without the Seller Representatives. Notices delivered in accordance with Section 11.3 and communications to or from prior written consent of that Seller; provided further, however, that the Seller Representatives shall constitute notice not have the power or authority to execute an amendment, waiver, document or from each Sellerother instrument that, notwithstanding any other provision to the contrary, has a materially disproportionate and adverse impact on any one group of Sellers over another without the unanimous vote of all Seller Representatives. Any unanimous decisionThe Sellers shall, actbased on the percentages set forth opposite their names on the Ownership Schedule, consent or instruction be responsible for the payment of all fees and expenses reasonably incurred by the Seller Representatives (acting their respective capacities as in performing its duties under this Agreement. 11.21.2. All decisions of and actions by the Seller Representatives) shall constitute a decision of each Seller Representatives may be relied upon by the Buyer, its Affiliates and any third Person, and shall be final, binding and conclusive upon each Seller, and Acquirors may rely upon any such decision, act, consent or instructionIndemnitor. 11.21.3. Each Seller hereby agrees that: (i) in all matters in which action by the Seller Representatives is required or permitted, the Seller Representatives are authorized to act on behalf of such Seller, and Acquirors shall be entitled to rely on any and all action taken by the Seller Representatives (provided such action is taken by or with the approval of all the Seller Representatives) under this Agreement without any liability to, or obligation to inquire of, any Seller, notwithstanding any knowledge on the part of any Acquiror of any such dispute or disagreement; and (ii) the appointment None of the Seller Representatives is coupled with an interest shall not be liable, responsible or accountable in damages or otherwise to the Sellers for any Loss or damage incurred by reason of any act or failure to act by the Seller Representatives, and shall be irrevocable by each Seller shall severally and not jointly, and in any manner or for any reason. Each Seller shall (i) accordance with the percentages set forth opposite their names on the Ownership Schedule, indemnify and hold harmless each Seller Representative (in its capacity as such) against, and hold each Seller Representative (in its capacity as such) harmless from, against any and all Losses Loss or Liabilities which may at any time be imposed upon, incurred by or asserted against such Seller Representative in such capacity in any way relating to or damage arising out of or in connection with the acceptance or administration of its action or failure to take action in good faith pursuant to this Agreement duties hereunder (other than Losses and Liabilities arising out of gross negligence) in such capacity, and (ii) reimburse each Seller Representative for all including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred on behalf of Sellers in accordance with by such Seller’s pro rata percentage Seller Representative), except to the extent that such Loss or damage shall have been the result of the Purchase Pricegross negligence or willful misconduct of such Seller Representative.

Seller Representatives. Each Seller (except Bxxxx and Sxxxxx) hereby irrevocably appoints the Principal Stockholders, acting jointly and not singly, as such Seller's representatives (in such representative capacity, the "Seller Representatives as the agents Representatives") and true and lawful attorneys-in-fact , with full power of substitution, to sign for and on behalf of such Seller for the purposes of acting in the name any and stead of such Seller in: (a) giving and receiving all noticescertificates, accepting service of process and making any elections instruments or designations permitted or required other documents contemplated by this Agreement (or which he otherwise deems necessary or desirable in connection with the transactions contemplated hereby, and to take such other actions, do such other things and otherwise represent such Seller in all notices required or permitted to be made by any Acquiror to Sellers or any Seller hereunder shall be deemed to be duly made by such Acquiror upon providing such notice to all the Seller Representatives as provided in Section 11.3); (b) acting on such Seller’s behalf under any other covenant, agreement or provision of this Agreement; (c) agreeing with Acquirors as to any amendments matters relating to this Agreement which the Seller Representatives may deem necessary or advisable, including the extension of time in which to consummate and the transactions contemplated by this Agreement, and hereby. Without limiting the waiver of any closing conditions; (d) except for payments generality of the Purchase Price specified in Section 2.1foregoing, receiving payments under or pursuant to this Agreement; and (e) performing those actions or exercising those powers otherwise specifically provided to Buyer may conclusively rely on the Seller Representatives pursuant to the terms of this Agreement; provided, however, that, in each case, the Seller Representatives shall not take any action adverse to any Seller unless such action is also taken proportionately with respect to each Seller; and provided, further, that the Seller Representatives shall not take any action in their respective capacities as Seller Representative unless such action has been approved unanimously by the Seller Representatives. Notices delivered in accordance with Section 11.3 and communications to or from the Seller Representatives shall constitute notice to or from each Seller. Any unanimous decision, act, consent or instruction authority of the Seller Representatives to (acting their respective capacities as the Seller Representativesa) shall constitute a decision of each Seller and shall be final, binding and conclusive upon each Seller, and Acquirors may rely upon agree with Buyer with respect to any such decision, act, consent matter or instruction. Each Seller hereby agrees that: (i) in all matters in which action thing required or deemed necessary by Buyer or the Seller Representatives is required or permittedin connection with the provisions of this Agreement calling for the agreement of such Sellers, the Seller Representatives are authorized to give and receive notices on behalf of such Sellers, and act on behalf of such Sellers in connection with any matter as to which such Sellers are or may be obligated under this Agreement or any related agreement, all in the absolute discretion of the Seller Representatives, and (b) take all actions necessary or desirable in connection with the resolution of any Tax matters pursuant to Article 6 hereof or the performance of obligations under Article 1 or Articles 5 through 9, inclusive, of this Agreement. All decisions by the Seller Representatives shall be conclusive and binding upon each such Seller and no such Seller shall have the right to object, dissent, protest or otherwise contest the same. In acting as the Seller Representatives hereunder, the Principal Stockholders shall have no duty of care or other fiduciary duty of any nature whatsoever to any Seller, and Acquirors shall be entitled to rely on the advice of counsel, public accountants or other consultants experienced in the matter at issue, and shall incur no liability whatsoever to any and all action taken by the Seller Representatives (provided because of any error in judgment or other act or omission hereunder or otherwise in connection with this Agreement. Each such action is taken by or with the approval of all the Seller Representatives) under this Agreement without any liability to, or obligation to inquire of, any Seller, notwithstanding jointly and severally, shall indemnify and hold each Principal Stockholder harmless from any knowledge on the part Losses he may incur as a result of any Acquiror claim by any person arising out of any such dispute act or disagreement; and (ii) the appointment omission by him in his capacity as a Seller Representative hereunder. All expenses of the Seller Representatives is coupled with an interest and shall be irrevocable borne by each Seller in any manner or for any reason. Each Seller shall (i) indemnify each Seller Representative (in its capacity as such) against, and hold each Seller Representative (in its capacity as such) harmless from, any and all Losses or Liabilities which may at any time be imposed upon, incurred by or asserted against such Seller Representative in such capacity in any way relating to or arising out of its action or failure to take action in good faith pursuant to this Agreement (other than Losses and Liabilities arising out of gross negligence) in such capacity, and (ii) reimburse each Seller Representative for all costs and expenses incurred on behalf of Sellers in accordance with such Seller’s pro rata percentage of the Purchase PriceSellers.

Seller Representatives. Each Seller By the execution and delivery of this Agreement, each of the Sellers and Preferred Holders hereby irrevocably constitutes and appoints the Seller Representatives BBV and Marathon as the true and lawful agents and attorneys-in-fact (the "Seller Representatives", and each a "Seller Representative") of such Seller for the purposes Sellers and Preferred Holders with full power of acting substitution to act jointly in the name name, place and stead of the Sellers and the Preferred Holders with respect to the transfer of the Common Securities owned by the Sellers to the Buyer and the Redemption of the shares of Preferred Stock owned by the Preferred Holders, each in accordance with the terms and provisions of this Agreement, and to act jointly on behalf of the Sellers and the Preferred Holders in any litigation or arbitration involving this Agreement, to jointly do or refrain from doing all such Seller in: (a) giving further acts and receiving things, and to jointly execute all notices, accepting service of process and making any elections or designations permitted or required by this Agreement (and all notices required or permitted to be made by any Acquiror to Sellers or any Seller hereunder shall be deemed to be duly made by such Acquiror upon providing such notice to all documents as the Seller Representatives as provided in Section 11.3); (b) acting on such Seller’s behalf under any other covenant, agreement or provision of this Agreement; (c) agreeing with Acquirors as to any amendments to this Agreement which the Seller Representatives may shall unanimously deem necessary or advisable, including the extension of time appropriate in which to consummate connection with the transactions contemplated by this Agreement, including, without limitation, the power: (a) to execute the Escrow Agreement and any amendments thereto as the representative of the Sellers and the waiver of Preferred Holders, to execute any closing conditions; (d) except for payments instructions or directions to the Escrow Agent with respect to disbursements or other matters thereunder, to pay any expenses of the Purchase Price specified in Section 2.1, receiving payments under Sellers or pursuant to this Agreement; and (e) performing those actions or exercising those powers otherwise specifically provided to the Seller Representatives pursuant from the escrow and to take such further actions under the terms of this Agreement; provided, however, that, in each case, Escrow Agreement as the Seller Representatives shall not take deem to be necessary or appropriate; (b) to act jointly for the Sellers and the Preferred Holders with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any action adverse indemnity claim on behalf of the Sellers and the Preferred Holders and to any Seller unless such action is also taken proportionately with respect transact matters of litigation; (c) to each Seller; jointly execute and provideddeliver all amendments, furtherwaivers, ancillary agreements, stock powers, certificates and documents that the Seller Representatives shall not take unanimously deem necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, agreements terminating the agreements listed on Schedule 7.11 hereto; (d) to jointly receive funds, make payments of funds, and give receipts for funds; (e) to jointly receive funds for the payment of expenses of the Sellers and the Preferred Holders and apply such funds in payment for such expenses; (f) to jointly do or refrain from doing any further act or deed on behalf of the Sellers and the Preferred Holders that the Seller Representatives unanimously deem necessary or appropriate in their sole discretion relating to the subject matter of this Agreement as fully and completely as the Sellers and the Preferred Holders could do if personally present; and (g) to jointly receive service of process in connection with any claims under this Agreement. In order to be effective for purposes of this Agreement and binding on each of the Sellers and the Preferred Holders, any action in their respective capacities as Seller Representative unless such action has been approved unanimously by of the Seller Representatives. Notices delivered in accordance with Section 11.3 and communications , including but not limited to or any decision to refrain from the Seller Representatives shall constitute notice to or from each Seller. Any unanimous decisiontaking any action, act, consent or instruction of the Seller Representatives (acting their respective capacities as the Seller Representatives) shall constitute a decision of each Seller and shall must be final, binding and conclusive upon each Seller, and Acquirors may rely upon any such decision, act, consent or instruction. Each Seller hereby agrees that: (i) in all matters in which action made by the Seller Representatives is required or permitted, the Seller Representatives are authorized to act on behalf of such Seller, and Acquirors shall be entitled to rely on any and all action taken by the Seller Representatives (provided such action is taken by or with the approval of all the Seller Representatives) under this Agreement without any liability to, or obligation to inquire of, any Seller, notwithstanding any knowledge on the part of any Acquiror of any such dispute or disagreement; and (ii) the acting unanimously. The appointment of the Seller Representatives is shall be deemed coupled with an interest and shall be irrevocable irrevocable, and the Buyer and any other Person may conclusively and absolutely rely, without inquiry, upon any unanimous action of the Seller Representatives in all matters referred to herein. All notices required to be made or delivered by the Buyer to the Sellers or the Preferred Holders described above in this Section 15.14 shall be made to each of the Seller Representatives for the benefit of the Sellers and the Preferred Holders and shall discharge in any full all notice requirements of the Buyer to the Sellers or the Preferred Holders with respect thereto. The Sellers and the Preferred Holders hereby confirm all that the Seller Representatives shall jointly do or cause to be done by virtue of their appointment as the Seller Representatives of the Sellers and the Preferred Holders. The Seller Representatives shall act for the Sellers and the Preferred Holders on all of the matters set forth in this Agreement in the manner the Seller Representatives unanimously believe to be in the best interest of the Sellers and the Preferred Holders and consistent with the obligations under this Agreement, but the Seller Representatives shall not be responsible to the Sellers or the Preferred Holders for any reason. Each Seller shall (i) indemnify each Seller Representative (in its capacity as such) againstloss or damages the Sellers or the Preferred Holders may suffer by the performance of their duties under this Agreement, and hold each Seller Representative (in its capacity as such) harmless from, any and all Losses or Liabilities which may at any time be imposed upon, incurred by or asserted against such Seller Representative in such capacity in any way relating to or arising out of its action or failure to take action in good faith pursuant to this Agreement (other than Losses and Liabilities loss or damage arising out of gross negligence) in such capacity, and (ii) reimburse each Seller Representative for all costs and expenses incurred on behalf of Sellers in accordance with such Seller’s pro rata percentage from willful violation of the Purchase Pricelaw or gross negligence in the performance of their duties under this Agreement.

Seller Representatives. Each Seller (a) Sellers hereby irrevocably appoints designate the Seller Representatives individuals set forth on Schedule 8.01 as the agents Sellers representatives (individually, a “Seller Representative” and attorneyscollectively, the “Seller Representatives”), to represent Sellers, their successors and assigns following the Closing Date as agent and attorney-in-fact in all matters relating to this Agreement and the transactions contemplated under this Agreement, including without limitation, (i) accepting the Purchase Price on behalf of the Sellers as provided in Section 1.04 from Purchaser and distributing the applicable amounts to each Seller; (ii) determining whether the conditions to Closing in Article VI have been satisfied and supervising the Closing, including waiving any such Seller for condition if any Sellers Representative, in his or her sole and absolute discretion, determines that such waiver is appropriate; (iii) accepting notices on behalf of any and all Sellers in accordance with this Agreement; (iv) negotiating and entering into the purposes Escrow Agreement on behalf of acting Sellers and taking any and all actions that may be necessary or desirable in the name connection therewith, as determined by a Sellers Representative in his or her sole and stead absolute discretion, (v) granting any consent or approval on behalf of such Seller in: any and all Sellers under this Agreement; and (avi) giving taking any and receiving all notices, accepting service of process other actions and making doing any elections and all other things provided in or designations permitted or required contemplated by this Agreement (to be performed by a Sellers Representative on behalf of any and all notices Sellers. Any Seller Representative shall have full power and authority to take any and all actions and make any and all decisions required or permitted to be taken or made by any Acquiror to Sellers or any Seller hereunder shall be deemed to be duly made by such Acquiror upon providing such notice to all under this Agreement and the Seller Representatives as provided in Section 11.3); (b) acting on such Seller’s behalf under any other covenant, agreement or provision Escrow Agreement following the execution of this Agreement; (c) agreeing with Acquirors as , including related to any amendments indemnification matters hereunder, which power and authority shall include, without limitation, full power and authority to this Agreement which the Seller Representatives may deem necessary or advisableagree to, including the extension negotiate, enter into settlements and compromises of time in which to consummate the transactions contemplated by this Agreementand demand arbitration, and the waiver comply with orders of any closing conditions; (d) except for payments a court and awards of the Purchase Price specified in Section 2.1, receiving payments under or pursuant to this Agreement; and (e) performing those actions or exercising those powers otherwise specifically provided to the Seller Representatives pursuant to the terms of this Agreement; provided, however, that, in each case, the Seller Representatives shall not take any action adverse to any Seller unless such action is also taken proportionately arbitrators with respect to each Seller(i) any claim for Damages by Purchaser against Sellers, and (ii) any claim for Damages by Sellers; and provided, further, provided that the Seller Representatives shall not have no authority to take or agree to any action in their respective capacities as which would have the effect of increasing the maximum liability of any Seller Representative unless or changing any Seller’s proportionate share of the liability without the prior written consent of such action has been approved unanimously Seller. All actions taken by the Seller Representatives. Notices delivered Representatives which they deem necessary or appropriate shall, subject to the proviso of the preceding sentence, be binding upon each Seller and his, her or its successors, heirs, representatives and assigns as if expressly confirmed and ratified in accordance with Section 11.3 writing by such Seller, and communications to or from each Seller hereby ratifies and confirms all that the Seller Representatives shall constitute do or cause to be done in accordance with the authority granted hereby. Notwithstanding the foregoing, in the event that no Seller Representative acts with respect to an action or a decision required or permitted to be taken then each Seller shall be entitled to negotiate, enter into a settlement or compromise any claim, including a claim for Damages, that covers the respective pro rata share for each Seller. (b) Any Seller Representative may be changed from time to time upon not less than 30-days prior written notice to or from each SellerPurchaser. Any unanimous decision, act, consent or instruction vacancy in the position of a Seller Representative may be filled by approval of a majority-in-interest of the Sellers based upon their percentage of ownership of the Shares at the time of Closing. (c) The Sellers’ Representative identified on Schedule 1.04 shall provide wire instructions to a designated bank account at an FDIC insured financial institution for the purposes of (i) receiving the Purchase Price (less applicable withholding taxes) specified in Section 1.04 on behalf of the Sellers and (ii) distributing such Purchase Price in the appropriate proportions, to each Seller Representatives in accordance with Schedule 1.04. At the Closing, the Sellers Representative designated on Schedule 1.04 shall distribute, by wire transfer of immediately available funds, the Purchase Price in her possession to each Seller in an amount set forth opposite such Seller’s name on Schedule 1.04. The above distributions shall be subject to the provisions of Section 8.01(d). (acting their respective capacities as d) Payment to the Seller Representatives) Sellers Representative designated in Schedule 1.04 of the Purchase Price or any other amount payable hereunder by Purchaser to Sellers, and delivery by Purchaser to such Sellers Representative of any notice under this Agreement, shall constitute a decision proper payment or proper delivery of each Seller and notice (as applicable) by Purchaser to all of Sellers. Except as otherwise provided in this Agreement, Purchaser shall be finalhave no obligation to distribute, binding and conclusive upon each Selleror liability with respect to the distribution of, and Acquirors may rely upon the Purchase Price or any such decisionother payment, act, consent or instructionany notice among Sellers other than to the Sellers Representative designated on Schedule 1.04. Each Seller hereby agrees that: (i) in all matters in which action by the Seller Representatives is required or permitted, the Seller Representatives are authorized to act on behalf of such Seller, and Acquirors that Purchaser shall be entitled to rely on any act or omission by such Sellers Representative as an act or omission authorized by and all action taken by the Seller Representatives made on behalf of Sellers (provided such action is taken by or with the approval of all the Seller Representatives) under this Agreement each, an “Authorized Action”), without any liability to, or obligation to inquire of, any Seller, notwithstanding any knowledge on the part of any Acquiror of any Purchaser to investigate or verify that Sellers Representative is authorized to undertake such dispute or disagreement; and (ii) Authorized Action. Each Authorized Action undertaken by the appointment of the Seller Representatives is coupled with an interest and Sellers Representative shall be irrevocable by binding on each Seller in any manner or for any reason. Each Seller shall (i) indemnify each Seller Representative (in its capacity as such) against, and hold each Seller Representative (in its capacity fully as such) harmless from, any and all Losses or Liabilities which may at any time be imposed upon, incurred by or asserted against if such Seller Representative in had directly undertaken such capacity in any way relating to or arising out of its action or failure to take action in good faith pursuant to this Agreement (other than Losses and Liabilities arising out of gross negligence) in such capacity, and (ii) reimburse each Seller Representative for all costs and expenses incurred on behalf of Sellers in accordance with such Seller’s pro rata percentage of the Purchase PriceAuthorized Action.

Seller Representatives. Each Seller hereby irrevocably appoints the 21.1 The Seller Representatives as shall be entitled to exercise the agents powers and attorneys-in-fact of such Seller for the purposes of acting in the name and stead of such Seller in: (a) giving and receiving all notices, accepting service of process and making any elections or designations permitted or required authorities expressly conferred on them by this Agreement (and all notices required or permitted to be made by any Acquiror to Sellers or any Seller hereunder shall be deemed to be duly made by such Acquiror upon providing such notice to all the Seller Representatives as provided in Section 11.3); (b) acting on such Seller’s behalf under any other covenant, agreement or provision of this Agreement; (c) agreeing with Acquirors as to any amendments to this Agreement which the Seller Representatives may deem necessary or advisable, including the extension of time in which to consummate the transactions contemplated by this Agreementagreement, and the waiver Purchaser shall be entitled to rely absolutely on, and act in accordance with (without any liability to any party for having relied on acted thereon) the exercise of any closing conditions; (d) except for payments of the Purchase Price specified in Section 2.1, receiving payments under or pursuant to this Agreement; such powers and (e) performing those actions or exercising those powers otherwise specifically provided to authorities conferred on the Seller Representatives pursuant to Representatives, as if the terms of this Agreement; provided, however, that, in each case, the relevant Seller is exercising such powers and authorities. 21.2 The Seller Representatives shall not take any action adverse be liable to any other Seller unless such action is also taken proportionately for any act or omission in connection with respect the exercise by the Seller Representatives (in that capacity) of the powers and authorities expressly conferred on them by this agreement, except in the case of his fraud or dishonesty. The Seller Representatives may act upon any instrument or written communication believed by the Seller Representatives to each Seller; be genuine and providedto be signed and presented by or on behalf of the proper person(s). Each of the Sellers hereby undertakes to indemnify and keep indemnified and hold harmless the Seller Representatives from all losses, furthercosts, damages, expenses (including professional fees) and any other liabilities that may be incurred by the Seller Representatives (in that capacity) as a result of the exercise by the Seller Representatives of the powers and authorities expressly conferred on them by this agreement provided that the Seller Representatives shall not take any action in their respective capacities as Seller Representative unless such action has been approved unanimously by the Seller Representatives. Notices delivered in accordance with Section 11.3 and communications to or from the Seller Representatives shall constitute notice to or from each Seller. Any unanimous decision, act, consent or instruction of the Seller Representatives (acting their respective capacities as the Seller Representatives) shall constitute a decision of each Seller and shall be final, binding and conclusive upon each Seller, and Acquirors may rely upon any such decision, act, consent or instruction. Each Seller hereby agrees that: (i) in all matters in which action by the Seller Representatives is required or permitted, the Seller Representatives are authorized to act on behalf of such Seller, and Acquirors shall be entitled to rely on indemnification for and in respect of any and all action taken matter where his, her or its actions or inactions are fraudulent or dishonest. 21.3 The Purchaser shall have no liability whatsoever in respect of any fees, costs, charges or other expenses of or incurred by the Seller Representatives (provided such action is taken by or with the approval of all the Seller Representatives) under this Agreement without any liability to, or obligation to inquire of, any Seller, notwithstanding any knowledge on the part of any Acquiror of any such dispute or disagreement; and (ii) the appointment of the Seller Representatives is coupled with an interest and shall be irrevocable by each Seller in any manner or for any reason. Each Seller shall (i) indemnify each Seller Representative (in its capacity as such) against, and hold each Seller Representative (in its capacity as such) harmless from, any and all Losses or Liabilities which may at any time be imposed upon, incurred by or asserted against such Seller Representative in such capacity in any way relating to or arising out of its action or failure to take action in good faith pursuant to this Agreement (other than Losses and Liabilities arising out of gross negligence) in such that capacity, and (ii) reimburse each Seller Representative for all costs and expenses incurred on behalf of Sellers in accordance with such Seller’s pro rata percentage of the Purchase Price).

Seller Representatives. Each Seller hereby irrevocably appoints Xxxxx X. Xxxxxx and Xxxxxx Xxxxxx (the “Seller Representatives Representatives”) with power of designation and assignment as the agents his, her or its true and lawful attorneys-in-fact and agents with full power of such Seller for the purposes of acting substitution, to act solely and exclusively on behalf of, and in the name and stead of, such Seller with the full power, without the consent of such Seller, to exercise as the Seller in: (a) giving Representatives in their sole discretion deem appropriate by joint written action, the powers which such Seller could exercise under the provisions of this Agreement or the Ancillary Agreements and receiving to take all actions necessary or appropriate in the judgment of the Seller Representatives in connection with this Agreement and the Ancillary Agreements which shall include the power and authority to amend, modify or waive any provision of this Agreement or the Ancillary Agreements and to execute, deliver, and accept such waivers and consents and any and all notices, accepting service of process and making any elections documents, certificates or designations permitted or required by other papers to be delivered in connection with this Agreement (and all notices required or permitted to be made by any Acquiror to Sellers or any Seller hereunder shall be deemed to be duly made by such Acquiror upon providing such notice to all the Ancillary Agreements and the consummation of the Contemplated Transactions as the Seller Representatives as provided Representatives, in Section 11.3); (b) acting on such Seller’s behalf under any other covenanttheir sole discretion, agreement or provision of this Agreement; (c) agreeing with Acquirors as to any amendments to this Agreement which the Seller Representatives may deem necessary or advisable, including the extension desirable. The appointment and power of time in which to consummate the transactions contemplated attorney granted by this Agreement, and the waiver of any closing conditions; (d) except for payments of the Purchase Price specified in Section 2.1, receiving payments under or pursuant to this Agreement; and (e) performing those actions or exercising those powers otherwise specifically provided each Seller to the Seller Representatives pursuant to the terms of this Agreement; provided, however, that, in each case, the Seller Representatives shall not take any action adverse to any Seller unless such action is also taken proportionately with respect to each Seller; and provided, further, that the Seller Representatives shall not take any action in their respective capacities as Seller Representative unless such action has been approved unanimously by the Seller Representatives. Notices delivered in accordance with Section 11.3 and communications to or from the Seller Representatives shall constitute notice to or from each Seller. Any unanimous decision, act, consent or instruction of the Seller Representatives (acting their respective capacities as the Seller Representatives) shall constitute a decision of each Seller and shall be final, binding and conclusive upon each Seller, and Acquirors may rely upon any such decision, act, consent or instruction. Each Seller hereby agrees that: (i) in all matters in which action by the Seller Representatives is required or permitted, the Seller Representatives are authorized to act on behalf of such Seller, and Acquirors shall be entitled to rely on any and all action taken by the Seller Representatives (provided such action is taken by or with the approval of all the Seller Representatives) under this Agreement without any liability to, or obligation to inquire of, any Seller, notwithstanding any knowledge on the part of any Acquiror of any such dispute or disagreement; and (ii) the appointment of the Seller Representatives is deemed coupled with an interest and all authority conferred hereby shall be irrevocable whether by each Seller in death or incapacity of any manner or for any reason. Each Seller shall (i) indemnify each Seller Representative (in its capacity as such) against, and hold each Seller Representative (in its capacity as such) harmless from, any and all Losses or Liabilities which may at any time be imposed upon, incurred by or asserted against such Seller Representative in such capacity in or the occurrence of any way relating other event or events. The Seller Representatives shall keep the Sellers reasonably informed with respect to any material indemnification claims or other material developments arising out of its action or failure to take action in good faith their duties pursuant to this Agreement Agreement. The Seller Representatives, in their capacities as such, shall treat Sellers equally (other than Losses and Liabilities arising out of gross negligencenot take any action that disproportionately affects any one Seller) in such capacityconnection with the administration of their duties under this Agreement and the Ancillary Agreements. The Seller Representatives shall not terminate this Agreement or consent to any material waiver, and (ii) reimburse each Seller Representative for all costs and expenses incurred on behalf modification or amendment to this Agreement without the consent of Sellers in accordance with such Seller’s pro rata percentage who hold not less than 75% of the Purchase PriceShares immediately prior to Closing.

Seller Representatives. Each Seller (a) The Wexford Sellers hereby irrevocably appoints constitute and appoint the Wexford Seller Representatives Representative as their Sellers Representative, and the Reliance Sellers hereby irrevocably constitute and appoint the Reliance Seller Representative as their Sellers Representative, in each case as the agents representative, agent, proxy and attorneysattorney-in-fact of for each such Seller for the all purposes of acting in the name and stead of such Seller in: (a) giving and receiving all notices, accepting service of process and making any elections or designations permitted or required by this Agreement (and all notices required or permitted to be made by any Acquiror to Sellers or any Seller hereunder shall be deemed to be duly made by such Acquiror upon providing such notice to all the Seller Representatives as provided in Section 11.3); (b) acting on such Seller’s behalf authorized under any other covenant, agreement or provision of this Agreement; (c) agreeing with Acquirors as to any amendments to this Agreement which the Seller Representatives may deem necessary or advisable, including the extension of time in which full power and authority on such Sellers’ behalf: (i) to consummate the transactions contemplated by under this Agreement, including the execution and delivery of the other Transaction Documents and the waiver of any closing conditionsother instruments and documents contemplated hereby and thereby; (dii) except for payments of the Purchase Price specified in Section 2.1, receiving payments under or to receive and forward notices and communications pursuant to this Agreement; (iii) to execute and deliver any amendment or waiver to the Transaction Documents (without the prior approval of such Sellers), so long as such amendment or waiver applies to all such Sellers equally; (iv) (A) to dispute or refrain from disputing, on behalf of each such Seller relative to any amounts to be received by such Seller under this Agreement or any other Transaction Document, any claim made by Buyer under this Agreement, any other Transaction Document or any other instrument or document contemplated hereby or thereby, (B) to negotiate and compromise, on behalf of each such Seller, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, the Transaction Documents or any other instrument or document contemplated hereby or thereby and (eC) performing those to execute, on behalf of each such Seller, any settlement agreement, release or other document with respect to such dispute or remedy, except, in each case with respect to a dispute between such Seller on the one hand and the respective Seller Representative on the other hand; (v) to engage attorneys, accountants or consultants on behalf of such Sellers in connection with the Transaction Documents and the Transactions and, for the account of such Sellers (based on their respective pro rata ownership of the Equity Interests), paying any fees, costs and expenses related thereto; and (vi) to take all other actions which may be necessary, convenient or exercising those powers otherwise specifically provided appropriate to be taken on behalf of such Sellers in connection with the Transaction Documents or the Transactions. In addition, such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of such Seller Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Seller. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the agency and power of attorney conferred by this Section 10.16 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the applicable Seller Representative as agent and attorney-in-fact for such Successor Seller. In addition, if the agency and power of attorney conferred by this Section 10.16 is revoked by operation of law and thereafter not reconfirmed by the Successor Seller prior to the Closing, such revocation shall not be deemed a breach by the Successor Seller of any of the provisions of this Agreement provided that the Equity Interests held by such Successor Seller are delivered for transfer to Buyer at the Closing, and provided, further, that such Successor Seller executes and delivers such other certificates, documents or instruments that would have been delivered on its behalf by the applicable Seller Representative had such Successor Seller reconfirmed the agency and power of attorney conferred by this Section 10.16. All decisions and actions by the applicable Seller Representative taken in accordance with this Agreement shall be binding upon all of the Sellers represented by it, and no Seller shall have the right to object to, dissent from, protest or otherwise contest such decisions and actions. The Seller Representatives shall have no duties or obligations hereunder except those forth herein and such duties and obligations shall be determined solely by the express provisions of this Agreement. (b) Each Seller hereby severally (based on such Seller’s Consideration Pro Rata Portion), for itself only and not jointly, agrees to indemnify and hold harmless its Seller Representative against all fees, costs and expenses (including reasonable attorneys’ fees), judgments, fines and amounts incurred by such Seller Representative in connection with any action, suit or proceeding to which the applicable Seller Representative is made a party by reason of the fact it is or was acting as the Seller Representative pursuant to the terms of this Agreement; provided, however, that, Agreement provided that the Seller Representative acted in each case, the good faith. (c) The Seller Representatives shall not take be liable to Buyer or its Affiliates, the Sellers or the Company in its capacity as a Seller Representative for any action adverse liability of a Seller or otherwise or for any error of judgment, any act done or omitted or step taken or omitted or for any mistake in fact or law, in each case to the extent taken or omitted by it in good faith. The Seller Representatives may seek the advice of legal counsel, at the expense of the Sellers represented by it, in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability in their capacity as Seller unless such action is also taken proportionately Representatives to Buyer or its Affiliates, the Sellers or the Company, and shall be fully protected, with respect to each Seller; and provided, further, that the Seller Representatives shall not take any action taken or omitted to be taken in their respective capacities as Seller Representative unless such action has been approved unanimously by the Seller Representatives. Notices delivered good faith in accordance with the advice of such counsel. Without limiting any of the other provisions of this Section 11.3 10.16, neither Seller Representative shall, by reason of this Agreement, have a fiduciary relationship in respect of any Seller, except in respect of amounts received on behalf of the Sellers. (d) Buyer is entitled to rely on the acts and communications to or from the Seller Representatives shall constitute notice to or from each Seller. Any unanimous decision, act, consent or instruction agreements of the Seller Representatives (acting their respective capacities as the Seller Representatives) shall constitute a decision of each Seller and shall be final, binding and conclusive upon each Seller, and Acquirors may rely upon any such decision, act, consent or instruction. Each Seller hereby agrees that: (i) in all matters in which action by the Seller Representatives is required or permitted, the Seller Representatives are authorized to act on behalf of such Seller, and Acquirors shall be entitled to rely on any and all action taken by the Seller Representatives (provided such action is taken by or with the approval of all the Seller Representatives) under this Agreement without any liability to, or obligation to inquire of, any Seller, notwithstanding any knowledge on the part of any Acquiror of any such dispute or disagreement; and (ii) the appointment of the Seller Representatives is coupled with an interest and shall be irrevocable by each Seller in any manner or for any reason. Each Seller shall (i) indemnify each Seller Representative (in its capacity as such) against, and hold each Seller Representative (in its capacity as such) harmless from, any and all Losses or Liabilities which may at any time be imposed upon, incurred by or asserted against such Seller Representative in such capacity in any way relating to or arising out of its action or failure to take action in good faith pursuant to this Agreement (other than Losses and Liabilities arising out of gross negligence) in such capacity, and (ii) reimburse each Seller Representative for all costs and expenses incurred on behalf of Sellers in accordance with such Seller’s pro rata percentage this Agreement as the acts and agreements of the Purchase PriceSellers represented by each of them, respectively.

Seller Representatives. Each 13.3.1 Xx. Xxxxxx Xxxxxx and Xx. X. X. Xxx (“Seller hereby Representatives”) have been irrevocably appoints appointed as agents and attorneys in fact for each of the Sellers, with respect to the actions or obligations in this Agreement to be performed or made by the Sellers, to perform such actions and obligations under this Agreement, agree and execute any amendments to the provisions of this Agreement, to give and receive notices and communications, to agree to negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to this Agreement and to take or exercise all rights of such Sellers. Any decision, act, action, consent, waiver or instruction communicated/ issued by the Seller Representatives as the agents and attorneys-in-fact of such Seller for the purposes of acting in the name and stead of such Seller in: (a) giving and receiving all notices, accepting service of process and making any elections or designations permitted or required by this Agreement (and all notices required or permitted to be made by any Acquiror to Sellers or any Seller hereunder shall be deemed to be duly made by such Acquiror upon providing such notice to all the Seller Representatives as provided in Section 11.3); (b) acting on such Seller’s behalf under any other covenant, agreement or provision of this Agreement; (c) agreeing with Acquirors as to any amendments to this Agreement which the Seller Representatives may deem necessary or advisable, including the extension of time in which to consummate the transactions contemplated by this Agreement, and the waiver of any closing conditions; (d) except for payments of the Purchase Price specified in Section 2.1, receiving payments under or pursuant to this Agreement; and (e) performing those actions or exercising those powers otherwise specifically provided to the Seller Representatives pursuant to the terms of this Agreement; provided, however, that, in each case, the Seller Representatives shall not take any action adverse to any Seller unless such action is also taken proportionately with respect to each Seller; and provided, further, that the Seller Representatives shall not take any action in their respective capacities as Seller Representative unless such action has been approved unanimously by the Seller Representatives. Notices delivered in accordance with Section 11.3 and communications to or from the Seller Representatives shall constitute notice to or from each Seller. Any unanimous decision, act, consent or instruction of the Seller Representatives (acting their respective capacities as the Seller Representatives) shall constitute a collective decision of each Seller of the Sellers and shall be final, binding and conclusive upon each Sellerof the Sellers, and Acquirors the other Parties may rely upon any such decision, act, consent action, consent, waiver or instructioninstruction of the Seller Representatives, as being the decision, act, action, consent, waiver or instruction of each of the Sellers, without any further enquiry. Each Seller hereby agrees that: (i) in all matters in which action Such decision, act, action, consent, waiver or instruction shall be deemed to be a valid and binding decision, act, action, consent, waiver or instruction of each of the Sellers under this Agreement, only if the same is executed/ communicated/ issued by the Seller Representatives is required Representatives. 13.3.2 Either of: (a) Shri Nahoosh Xxxxxxxx severally; or permitted(b) Shri Xxxxx Xxxxxxx and Shri Xxxxx Xxxxxxx jointly (“Purchaser Representative”) has been irrevocably appointed as agent and attorney in fact for each of the Purchasers, with respect to the Seller Representatives are authorized actions or obligations in this Agreement to act on behalf be performed or made by the Purchasers, to perform such actions and obligations under this Agreement, agree and execute any amendments to the provisions of this Agreement, to give and receive notices and communications, to agree to negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to this Agreement and to take or exercise all rights of such SellerPurchasers. Any decision, and Acquirors shall be entitled to rely on any and all action taken act, action, consent, waiver or instruction communicated/ issued by the Seller Representatives (provided such action is taken by or with Representative shall be deemed to be the approval collective decision of all the Seller Representatives) under this Agreement without any liability to, or obligation to inquire of, any Seller, notwithstanding any knowledge on the part of any Acquiror of any such dispute or disagreement; and (ii) the appointment each of the Seller Representatives is coupled with an interest Purchasers and shall be irrevocable by final, binding and conclusive upon each Seller in any manner or for any reason. Each Seller shall (i) indemnify each Seller Representative (in its capacity as such) againstof the Purchasers, and hold each Seller Representative (in its capacity as such) harmless fromthe other Parties may rely upon any decision, any and all Losses act, action, consent, waiver or Liabilities which may at any time be imposed upon, incurred by or asserted against such Seller Representative in such capacity in any way relating to or arising out of its action or failure to take action in good faith pursuant to this Agreement (other than Losses and Liabilities arising out of gross negligence) in such capacity, and (ii) reimburse each Seller Representative for all costs and expenses incurred on behalf of Sellers in accordance with such Seller’s pro rata percentage instruction of the Purchase PricePurchaser Representative, as being the decision, act, action, consent, waiver or instruction of each of the Purchasers, without any further enquiry. Such decision, act, action, consent, waiver or instruction shall be deemed to be a valid and binding decision, act, action, consent, waiver or instruction of each of the Purchasers under this Agreement, only if the same is executed/ communicated/ issued by the Purchaser Representative.