Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. Each Shareholder hereby irrevocably authorizes and appoints Xxxxx X. Xxxxxxx (the "SHAREHOLDER REPRESENTATIVE"), as such Shareholder's representative and true and lawful attorney-in-fact and agent to act in such Shareholder's name, place and stead as contemplated by Sections 2.5, 5.15 and 7.7 and Articles VI and IX, and to execute in the name and on behalf of such Shareholder the Escrow Agreement and any other agreement, certificate, instrument or document to be delivered by the Shareholders in connection with the Escrow Agreement. If the Shareholder Representative or any successor shall resign, die, or become unable to act as the Shareholder Representative, a replacement shall promptly be appointed by a writing signed by Shareholders who initially received a majority of the Closing Date Shares. Any such successor Shareholder Representative shall have the same powers and duties as if appointed as the original Shareholder Representative hereunder. The Shareholder Representative or the Shareholders shall promptly notify the Purchaser of the appointment of a successor Shareholder Representative. The Shareholders (other than the Shareholder Representative) shall, jointly and severally, indemnify the Shareholder Representative for, and hold him harmless against, any loss, liability, claim or expense, including reasonable attorney's fees, arising out of or in connection with his duties as Shareholder Representative under this Agreement and the Escrow Agreement, including the costs and expenses of defending himself against any such loss, liability, claim or expense in connection herewith, all in accordance with the terms of the separate Shareholder Representative and Contribution Agreement.

Shareholder Representative. (a) Each Shareholder hereby irrevocably authorizes constitutes and appoints Xxxxx X. Sxxx Xxxxxxx (the "SHAREHOLDER REPRESENTATIVE"), as such Shareholder's representative its agent and true and lawful attorney-in-fact (the “Shareholder Representative”), with full power and agent to act in such Shareholder's name, place and stead as contemplated by Sections 2.5, 5.15 and 7.7 and Articles VI and IX, and to execute authority in the name of and for and on behalf of such Shareholder, to serve as the Shareholder Representative under this Agreement and the other Transaction Documents, and to exercise the power and authority to act on behalf of, and in the name of, such Shareholder with respect to all matters relating to this Agreement or such other agreements, and the transactions contemplated hereunder or thereunder (including the execution and delivery of the Escrow Agreement on behalf of the Shareholders). Without limiting the generality of the foregoing, the Shareholder Representative is hereby granted the power and authority by each Shareholder to negotiate and enter into amendments to this Agreement and the other agreements contemplated hereby for himself and on behalf of the Shareholder, to act on each Shareholder’s behalf in any dispute, litigation or arbitration involving this Agreement, the other agreementTransaction Documents or such other agreements or any document delivered to the Shareholder Representative in such capacity pursuant hereto or thereto, certificateto entering into any documents required or permitted and contesting and settling any and all claims for indemnification under Article 10, instrument to authorize the release of the Shareholder Representative Fund Amount or document otherwise control the Shareholder Representative Fund Amount and to be delivered by do or refrain from doing all such further acts and things, and execute all such documents, as the Shareholders Shareholder Representative shall deem necessary or appropriate in connection with the Escrow Agreement. If transactions contemplated hereby. (b) All decisions, acts, consents or instructions by the Shareholder Representative or any successor hereunder shall resign, die, or become unable to act as the Shareholder Representative, constitute a replacement shall promptly be appointed by a writing signed by Shareholders who initially received a majority decision of the Closing Date Shares. Any such successor Shareholders and shall be final, binding and conclusive upon the Shareholders, and no Shareholder Representative shall have the same powers and duties as if appointed as right to object, dissent, protest or otherwise contest the original Shareholder Representative hereundersame. The Shareholder Representative shall not be liable for any act done or omitted hereunder in connection with the Shareholders acceptance, performance, or administration of his duties hereunder, except with respect to his own actual fraud or bad faith, and for this purpose any act done or omitted pursuant to the advice of counsel shall promptly notify the Purchaser be conclusive evidence of the appointment absence of a successor Shareholder Representativefraud and bad faith. The Shareholders (other than the Shareholder Representative) shall, shall jointly and severally, severally indemnify the Shareholder Representative for, and hold him harmless against, against any loss, liability, claim or expense, including reasonable attorney's fees, expense incurred by him (other than as a direct result of his own actual fraud or bad faith) on his part arising out of or in connection with the acceptance, performance, or administration of his duties as hereunder. The Buyer Indemnified Parties may rely, without further inquiry, upon the authority of the Shareholder Representative hereunder and upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of the Shareholders for any and all purposes under this Agreement Agreement. (c) At the Closing, the Buyer will deliver the Shareholder Representative Fund Amount to a bank account designated by the Shareholder Representative, which will be controlled by the Shareholder Representative and the Escrow Agreement, including used solely to pay the costs and expenses of defending himself against any such lossexpenses, liabilityif any, claim or expense in connection herewith, all in accordance with incurred by the terms of the separate Shareholder Representative in defending or resolving any claims for indemnification by the Buyer Indemnified Parties, and Contribution Agreementany other costs or expenses incurred by the Shareholder Representative in the performance of his obligations as the Shareholder Representative hereunder.

Shareholder Representative. Each Shareholder (1) By approving this Merger Agreement and accepting the Merger Consideration, each of the Shareholders hereby irrevocably authorizes makes, constitutes, and appoints Xxxxx X. Xxxxxxx (Ray M. Deaver as the "SHAREHOLDER REPRESENTATIVE")representative, as such Shareholder's representative agent and true and lawful attorney-in-fact attornxx xx xxxx xx and agent to act in such Shareholder's name, place and stead as contemplated by Sections 2.5, 5.15 and 7.7 and Articles VI and IX, and to execute in the name and on behalf for each of such Shareholder the Escrow Agreement and any other agreement, certificate, instrument or document to be delivered by the Shareholders in connection with this Agreement (the Escrow Agreement"Shareholder Representative"). If Each of the Shareholders hereby authorizes and empowers the Shareholder Representative to make or give any successor approval, waiver, request, consent, instruction or other communication on behalf of each of the Shareholders as each such Shareholder could do for himself, itself or herself, including with respect to the amendment of any provision of this Agreement. Each of the Shareholders further authorizes and empowers the Shareholder Representative to (i) receive all demands, notices or other communications directed to such Shareholder under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Shareholder could act for himself, itself or herself (including, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Shareholder had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Shareholders hereunder shall resignbe deemed effective if given to the Shareholder Representative. Upon the death, die, resignation or become unable to act as incapacity of the Shareholder Representative, or at any other time, a replacement shall promptly successor may be appointed by a writing signed by Shareholders who initially received the vote of the holders of a majority of the Closing Date Shares. Any Shares outstanding immediately prior to the Effective Time, and such successor Shareholder Representative shall have the same powers and duties as if appointed as the original Shareholder Representative hereunder. The Shareholder Representative or the Shareholders shall promptly notify the Purchaser of the agree in writing to accept such appointment of a successor Shareholder Representative. The Shareholders (other than the Shareholder Representative) shall, jointly and severally, indemnify the Shareholder Representative for, and hold him harmless against, any loss, liability, claim or expense, including reasonable attorney's fees, arising out of or in connection with his duties as Shareholder Representative under this Agreement and the Escrow Agreement, including the costs and expenses of defending himself against any such loss, liability, claim or expense in connection herewith, all in accordance with the terms hereof. Notice of the separate selection of a successor Shareholder Representative appointed in the manner permitted in this Section 14.11 shall be provided to Gray and Contribution AgreementMerger Corp. promptly. (2) Withoxx ximiting the generality of the foregoing paragraph (1), if Gray, Merger Corp. or any of the other Persons specified in Section 10.0 asserts a claim for indemnification based upon the provisions of Section 11, the notice requirements of Sections 11.3 and 14.8 shall be satisfied by delivery of any required notice to the Shareholder Representative as representative of and on behalf of each of the Shareholders, and the Shareholder Representative shall exercise all rights of the Shareholders, as indemnifying parties under Section 11, and shall cause all obligations of the Shareholders, as indemnifying parties under Section 11, to be performed. Each of the Shareholders agrees to be bound by all actions and failures to act of the Shareholder Representative in accordance with this Section 14.11. Notwithstanding the foregoing, it shall be the obligation of each Shareholder, and not of the Shareholder Representative, to indemnify Gray, Merger Corp. and the other Persons specified in Section 11.1 baxxx upon the provisions of Section

Shareholder Representative. Each (a) By the execution of this Agreement, each Shareholder hereby irrevocably authorizes constitutes and appoints Xxxxx X. Xxxxxxx (the "SHAREHOLDER REPRESENTATIVE")Shareholder Representative as Shareholder Representative, as such Shareholder's representative agent, proxy, and true and lawful attorney-in-fact for each of the Shareholder Group Members for all purposes authorized under this Agreement, including the full power and agent authority on behalf of the Shareholder Group Members (i) to act in disburse any funds received hereunder to the applicable Shareholder Group Members; (ii) to endorse and deliver any certificates or instruments representing the Shares and execute such Shareholder's name, place and stead further instruments of assignment as contemplated by Sections 2.5, 5.15 and 7.7 and Articles VI and IX, and Buyer shall reasonably request; (iii) to execute in the name and deliver on behalf of such Shareholder Group Member any amendment or waiver hereto; (iv) (A) to dispute or refrain from disputing, or to deliver instructions, on behalf of such Shareholder Group Member relative to any amounts to be received by such Shareholder Group Member under this Agreement or any other agreement contemplated hereby, any claim made by Buyer under this Agreement or any other agreement contemplated hereby, (B) to negotiate and compromise, on behalf of any Shareholder Group Member, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement or any other agreement contemplated hereby, and (C) to execute, on behalf of each Shareholder Group Member, any settlement agreement, release or other document with respect to such dispute or remedy; (v) to engage attorneys, accountants, agents or consultants on behalf of the Shareholder Group Members in connection with this Agreement or any other agreement contemplated hereby and pay any fees related thereto; (vi) to take all other actions to be taken by or on behalf of such Shareholder Group Member in connection herewith; and (vii) to do each and every act and exercise any and all rights which such Shareholder Group Member individually or collectively with the other Shareholder Group Members are permitted or required to do or exercise under this Agreement, the Escrow Agreement and or any other agreementdocument contemplated hereby. Each of the Shareholder Group Members agrees that such agency and proxy are coupled with an interest, certificateare therefore irrevocable without the consent of Shareholder Representative and shall survive the death, instrument incapacity, bankruptcy, dissolution or document to be delivered by the Shareholders in connection with the Escrow Agreementliquidation of any such Shareholder Group Member. If any Shareholder Group Member dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Shareholder Group Member being a “Former Shareholder”) and, as a result, the agency and power of attorney conferred by this Section 11.15 is revoked by operation of law, it shall not be a breach by such Former Shareholder under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Shareholder (each a “Successor Shareholder”) confirms the appointment of Shareholder Representative as agent and attorney-in-fact for such Successor Shareholder. All decisions and actions by Shareholder Representative (to the extent authorized by this Agreement) shall be binding upon all of the Shareholder Representative Group Members, and no Shareholder Group Member shall have the right to object, dissent, protest or otherwise contest the same. (b) Each Shareholder Group Member agrees that Buyer and Company shall be entitled to rely on any successor shall resign, die, or become unable to act as the action taken by Shareholder Representative, a replacement on behalf of such Shareholder Group Member, pursuant to Section 11.15(a) (an “Authorized Action”), and that each Authorized Action shall promptly be appointed by a writing signed by Shareholders who initially received a majority of the Closing Date Sharesbinding on each such Shareholder Group Member as fully as if such Shareholder Group Member had taken such Authorized Action. Any such successor (c) Shareholder Representative shall not have the same powers and duties as if appointed as the original by reason of this Agreement a fiduciary relationship in respect of any Shareholder Group Member, except in respect of amounts received on behalf of such Shareholder Group Member. Shareholder Representative hereunder. The shall not be liable to any Shareholder Representative Group Member for any action taken or the Shareholders shall promptly notify the Purchaser of the appointment of a successor Shareholder Representative. The Shareholders (omitted by it or any agent employed by it hereunder or under any other than the Shareholder Representative) shall, jointly and severally, indemnify the Shareholder Representative for, and hold him harmless against, any loss, liability, claim or expense, including reasonable attorney's fees, arising out of or in connection with his duties as Shareholder Representative under this Agreement and the Escrow Agreement, including the costs and expenses of defending himself against any such loss, liability, claim or expense document entered into in connection herewith, all except that Shareholder Representative shall not be relieved of any liability imposed by law for willful misconduct. Shareholder Representative shall not be liable to the Shareholder Group Members for any apportionment or distribution of payments made by Shareholder Representative in accordance with good faith, and if any such apportionment or distribution is subsequently determined to have been made in error the terms sole recourse of any Shareholder Group Member to whom payment was due, but not made, shall be to recover from the other Shareholder Group Members any payment in excess of the separate amount to which they are determined to have been entitled. Shareholder Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement. Neither Shareholder Representative nor any agent employed by it shall incur any liability to any Shareholder Group Member by virtue of the failure or refusal of Shareholder Representative for any reason to consummate the transactions contemplated hereby or relating to the performance of its other duties hereunder, except for actions or omissions constituting actual and Contribution Agreementintentional fraud.

Shareholder Representative. Each Shareholder hereby irrevocably authorizes The shareholders, by virtue of their approval of the Agreement, will be deemed to have constituted and appoints Xxxxx appointed, effective as of the Effective Time, Xxxxxxx X. Xxxxxxx (together with his or its permitted successors, the "SHAREHOLDER REPRESENTATIVE"), as such Shareholder's representative and their true and -------------------------- lawful agent and attorney-in-fact and agent to act in such Shareholder's name, place and stead as contemplated by Sections 2.5, 5.15 and 7.7 and Articles VI and IX, and to execute in the name and on behalf of such Shareholder the Escrow Agreement and enter into any other agreement, certificate, instrument or document to be delivered by the Shareholders agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on him or it under any such agreement, to waive any terms and conditions of any such agreement (other than the Merger Consideration), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which the Parent or the Merger Sub may be entitled to indemnification and the Shareholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in- fact. This power of attorney is coupled with an interest. The Shareholder Representative shall not be liable for any action taken or not taken by him or it in connection with his or its obligations under this Agreement (i) with the consent of shareholders who, as of the date of this Agreement, owned a majority in number of the outstanding shares of the Company Common Stock or (ii) in the absence of his or its own gross negligence or wilful misconduct. If the Shareholder Representative shall be unable or any successor shall resign, die, unwilling to serve in such capacity or become unable if the shareholders of the Company otherwise desire to act as replace the Shareholder Representative, a replacement his or its successor shall promptly be appointed named by a writing signed by Shareholders who initially received those persons holding a majority of the Closing Date Shares. Any such successor Shareholder Representative shares of the Company Common Stock outstanding at the Effective Time who shall have serve and exercise the same powers and duties as if appointed as the original of Shareholder Representative hereunder. The Shareholder Representative or the Shareholders shall promptly notify the Purchaser of the appointment of a successor Shareholder Representative. The Shareholders (other than the Shareholder Representative) shall, jointly and severally, indemnify the Shareholder Representative for, and hold him harmless against, any loss, liability, claim or expense, including reasonable attorney's fees, arising out of or in connection with his duties as Shareholder Representative under this Agreement and the Escrow Agreement, including the costs and expenses of defending himself against any such loss, liability, claim or expense in connection herewith, all in accordance with the terms of the separate Shareholder Representative and Contribution Agreement.

Shareholder Representative. Each Shareholder (1) By approving this Merger Agreement and accepting the Merger Consideration, each of the Shareholders hereby irrevocably authorizes makes, constitutes, and appoints Xxxxx Xxx X. Xxxxxxx (Xxxxxx as the "SHAREHOLDER REPRESENTATIVE")representative, as such Shareholder's representative agent and true and lawful attorney-in-attorney in fact of and agent to act in such Shareholder's name, place and stead as contemplated by Sections 2.5, 5.15 and 7.7 and Articles VI and IX, and to execute in the name and on behalf for each of such Shareholder the Escrow Agreement and any other agreement, certificate, instrument or document to be delivered by the Shareholders in connection with this Agreement (the Escrow Agreement"Shareholder Representative"). If Each of the Shareholders hereby authorizes and empowers the Shareholder Representative to make or give any successor approval, waiver, request, consent, instruction or other communication on behalf of each of the Shareholders as each such Shareholder could do for himself, itself or herself, including with respect to the amendment of any provision of this Agreement. Each of the Shareholders further authorizes and empowers the Shareholder Representative to (i) receive all demands, notices or other communications directed to such Shareholder under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Shareholder could act for himself, itself or herself (including, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Shareholder had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Shareholders hereunder shall resignbe deemed effective if given to the Shareholder Representative. Upon the death, die, resignation or become unable to act as incapacity of the Shareholder Representative, or at any other time, a replacement shall promptly successor may be appointed by a writing signed by Shareholders who initially received the vote of the holders of a majority of the Closing Date Shares. Any Shares outstanding immediately prior to the Effective Time, and such successor Shareholder Representative shall have the same powers and duties as if appointed as the original Shareholder Representative hereunder. The Shareholder Representative or the Shareholders shall promptly notify the Purchaser of the agree in writing to accept such appointment of a successor Shareholder Representative. The Shareholders (other than the Shareholder Representative) shall, jointly and severally, indemnify the Shareholder Representative for, and hold him harmless against, any loss, liability, claim or expense, including reasonable attorney's fees, arising out of or in connection with his duties as Shareholder Representative under this Agreement and the Escrow Agreement, including the costs and expenses of defending himself against any such loss, liability, claim or expense in connection herewith, all in accordance with the terms hereof. Notice of the separate selection of a successor Shareholder Representative appointed in the manner permitted in this Section 14.11 shall be provided to Xxxx and Contribution AgreementMerger Corp. promptly. (2) Without limiting the generality of the foregoing paragraph (1), if Xxxx, Merger Corp. or any of the other Persons specified in Section 11.1 asserts a claim for indemnification based upon the provisions of Section 11, the notice requirements of Sections 11.3 and 14.8 shall be satisfied by delivery of any required notice to the Shareholder Representative as representative of and on behalf of each of the Shareholders, and the Shareholder Representative shall exercise all rights of the Shareholders, as indemnifying parties under Section 11, and shall cause all obligations of the Shareholders, as indemnifying parties under Section 11, to be performed. Each of the Shareholders agrees to be bound by all actions and failures to act of the Shareholder Representative in accordance with this Section 14.11. Notwithstanding the foregoing, it shall be the obligation of each Shareholder, and not of the Shareholder Representative, to indemnify Xxxx, Merger Corp. and the other Persons specified in Section 11.1 based upon the provisions of Section 11. By approving this Merger Agreement and by accepting the Merger Consideration, each Shareholder hereby agrees to indemnify and to save and hold harmless the Shareholder Representative from any liability incurred by the Shareholder Representative based upon or arising out of any act, whether of omission or commission, of the Shareholder Representative pursuant to the authority herein granted, other than acts, whether of omission or commission, of the Shareholder Representative that constitute gross negligence or willful misconduct in the exercise by the Shareholder Representative of the authority herein granted.

Shareholder Representative. Each Shareholder hereby irrevocably authorizes and appoints Xxxxx X. Xxxxxxx Xxxxx (the "SHAREHOLDER REPRESENTATIVEShareholder Representative"), as such Shareholder's representative and true and lawful attorney-in-fact and agent to (a) act in such Shareholder's name, place and stead as contemplated by Sections 2.5, 5.15 7.6 and 7.7 8.1 and Articles VI and IX, and to (b) execute in the name and on behalf of such Shareholder the Escrow Agreement and any other agreement, certificate, instrument or document to be delivered by the Shareholders in connection with this Agreement, (c) authorize the release of delivery to the Parent of the Escrow AgreementFund in amounts in satisfaction of Claims by the Parent Indemnified Parties pursuant to Article IX (including by not objecting to such Claims), and (d) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of court with respect to Claims. If the Shareholder Representative or any successor shall resign, die, or become unable to act as the Shareholder Representative, a replacement shall promptly be appointed by a writing signed by Shareholders who initially received a majority of the Closing Date SharesAggregate Stock Consideration. Any such successor Shareholder Representative shall have the same powers and duties as if appointed as the original Shareholder Representative hereunder. The Shareholder Representative or the Shareholders shall promptly notify the Purchaser Parent of the appointment of a successor Shareholder Representative. The Shareholders (other than the Shareholder Representative) shall, jointly and severally, indemnify the Shareholder Representative for, and hold him harmless against, any loss, liability, claim or expense, including reasonable attorney's fees, arising out of or in connection with his duties as Shareholder Representative under this Agreement and the Escrow Agreement, including the costs and expenses of defending himself against any such loss, liability, claim or expense in connection herewith, all in accordance with the terms of the separate Shareholder Representative and Contribution Agreement.

Shareholder Representative. Each Shareholder hereby irrevocably authorizes (i) In the event that the Merger is approved, effective upon such vote, and appoints Xxxxx X. Xxxxxxx (the "SHAREHOLDER REPRESENTATIVE")without further act of any shareholder, Xxxxxxxx Xxxxxxxxxx shall be appointed as such Shareholder's representative agent and true and lawful attorney-in-fact and agent to act in such (the "Shareholder Representative") -------------------------- for each Company Shareholder's name, place and stead as contemplated by Sections 2.5, 5.15 and 7.7 and Articles VI and IX, and to execute in the name for and on behalf of such Shareholder shareholders of the Company, to give and receive notices and communications, to authorize delivery to Parent of payments from the Escrow Agreement Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and any other agreementcompromises of, certificateand demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, instrument and to take all actions necessary or document to be delivered by appropriate in the Shareholders in connection with the Escrow Agreement. If judgment of the Shareholder Representative or any successor for the accomplishment of the foregoing. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall resign, die, or become unable to act as be required of the Shareholder Representative, a replacement shall promptly be appointed by a writing signed by Shareholders who initially received a majority of and the Closing Date Shares. Any such successor Shareholder Representative shall have not receive compensation for services as such. Notices or communications to or from the same powers and duties as if appointed as the original Shareholder Representative hereunder. shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall promptly notify the Purchaser of the appointment of a successor Shareholder Representative. The Shareholders (other than the Shareholder Representative) shall, jointly and severally, severally indemnify the Shareholder Representative for, and hold him or her harmless against, against any loss, liability, claim liability or expense, including reasonable attorney's fees, expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with his the acceptance or administration of the Shareholders Representative=s duties as Shareholder Representative under this Agreement and the Escrow Agreementhereunder, including the costs reasonable fees and expenses of defending himself against any such loss, liability, claim or expense in connection herewith, all in accordance with legal counsel retained by the terms of the separate Shareholder Representative and Contribution AgreementRepresentative.