Common use of Shareholders’ Representative Clause in Contracts

Shareholders’ Representative. In order to administer efficiently the implementation of this Agreement, by executing and delivering this Agreement, the Company Shareholders hereby appoint Xxxxxxx X. Xxxxxx as their representative (the “Shareholders’ Representative”). (a) The Company Shareholders hereby authorize the Shareholders’ Representative (i) to take all necessary action in connection with the implementation of Section 1.5 and Article IX hereof, (ii) to take all actions under the Escrow Agreement and (iii) to give and receive all notices required to be given under this Agreement or the Escrow Agreement. (b) The Shareholders’ Representative may be removed and a successor appointed by the action of not less than two-thirds of the Company Shareholders upon written notice to Parent, and such successor shall be deemed to be the Shareholders’ Representative for all purposes of this Agreement; provided however, that no change in the Shareholders’ Representative shall be effective until such written notice is delivered to Parent. (c) The Company Shareholders agree that: (i) Parent shall be authorized to rely conclusively on the written instructions and decisions of the Shareholders’ Representative as to any actions required or permitted to be taken by the Company Shareholders or the Shareholders’ Representative under Section 1.5 and Article IX of this Agreement and the Escrow Agreement, and none of such Company Shareholders shall have any cause of action against Parent for any action taken by Parent in reliance upon such written instructions or decisions of the Shareholders’ Representative; (ii) All written decisions and instructions of the Shareholders’ Representative in relation to Section 1.5 and Article IX hereof and the Escrow Agreement shall be conclusive and binding on all of the Company Shareholders and no Company Shareholder shall have the right to object to, dissent from, protest or otherwise contest the same or any cause of action against the Shareholders’ Representative for any action taken, decision made or instruction given by the Shareholders’ Representative under Section 1.5 or Article IX hereof and the Escrow Agreement; except for any of the foregoing constituting gross negligence, fraud or willful breach of this Agreement by the Shareholders’ Representative; (iii) Remedies available at law for any breach of the provisions of this Section 1.11 are inadequate; therefore Parent shall be entitled to temporary and permanent injunctive relief relating to any such breach without the necessity of proving damages if Parent brings an action to enforce the provisions of this Section 1.11; (iv) The provisions of this Section 1.11 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or legal incapacity, granted by each Company Shareholder to the Shareholders’ Representative and shall be binding upon the executors, heirs, personal representatives and successors of each Company Shareholder. (d) The Shareholders’ Representative shall not have any duties, responsibilities or authority except those expressly set forth herein, and no implied covenants, duties, obligations, authority or liabilities shall be implied by the appointment hereunder.

Shareholders’ Representative. (a) In order to administer efficiently the implementation rights and obligations of this Agreement, by executing and delivering the Shareholders under this Agreement, the Company Shareholders hereby designate and appoint Xxxxxxx X. Timoxxx Xxxxxx as their representative (the “Shareholders’ Representative”). (a) The Company Shareholders hereby authorize xx the Shareholders’ Representative (i) ' Representative, to take all necessary action serve as the Shareholders' agent, proxy and attorney-in-fact for the limited purposes set forth in connection with the implementation of Section 1.5 and Article IX hereof, (ii) to take all actions under the Escrow Agreement and (iii) to give and receive all notices required to be given under this Agreement or the Escrow Agreement. (b) The Each of the Shareholders hereby appoints the Shareholders’ ' Representative may as such Shareholder's agent, proxy and attorney-in-fact, with full power of substitution, for all purposes set forth in this Agreement, including, without limitation, the full power and authority on such Shareholder's behalf (i) to consummate the transactions contemplated by this Agreement, (ii) to disburse any funds received hereunder to the Shareholders, (iii) to execute and deliver on behalf of each Shareholder any amendment or waiver under this Agreement, to agree to the amount of the actual Closing Date Debt, Closing Date Current Assets and Closing Date Current Liabilities pursuant to Section 1.2(a), and to agree to resolution of all Claims hereunder, (iv) to retain legal counsel and other professional services, at the expense of the Shareholders, in connection with the performance by the Shareholders' Representative of this Agreement, and (v) to do each and every act and exercise any and all rights which such Shareholder or Shareholders are permitted or required to do or exercise under this Agreement and the other agreements, documents and certificates executed in connection herewith. Each of the Shareholders agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Shareholders' Representative and shall survive the death, bankruptcy or other incapacity of any Shareholder. (c) Each of the Shareholders hereby agrees that any amendment or waiver under this Agreement, and any action taken on behalf of the Shareholders to enforce the rights of the Shareholders under this Agreement, and any action taken with respect to any adjustment or Claim (including any action taken to object to, defend, compromise or agree to the payment of such adjustment or Claim), shall be removed effective if approved in writing by persons who were the holders of a majority of the Corporation's Stock immediately prior to the Closing, and that each and every action so taken shall be binding and conclusive on every Shareholder, whether or not such Shareholder had notice of, or approved, such amendment or waiver. (d) Timoxxx Xxxxxx xxxll serve as the Shareholders' Representative until he resigns or is otherwise unable or unwilling to serve. In the event that a Shareholders' Representative resigns from such position or is otherwise unable or unwilling to serve, the remaining Shareholders shall select, by the vote of the holders of a majority of the Corporation's Stock immediately prior to the Closing, a successor appointed by the action of not less than two-thirds of the Company Shareholders upon representative to fill such vacancy, shall provide prompt written notice to Parent, WCI of such change and such successor substituted representative shall then be deemed to be the Shareholders’ ' Representative for all purposes of this Agreement; provided however, that no change in the Shareholders’ Representative shall be effective until such written notice is delivered to Parent. (c) The Company Shareholders agree that: (i) Parent shall be authorized to rely conclusively on the written instructions and decisions of the Shareholders’ Representative as to any actions required or permitted to be taken by the Company Shareholders or the Shareholders’ Representative under Section 1.5 and Article IX of this Agreement and the Escrow Agreement, and none of such Company Shareholders shall have any cause of action against Parent for any action taken by Parent in reliance upon such written instructions or decisions of the Shareholders’ Representative; (ii) All written decisions and instructions of the Shareholders’ Representative in relation to Section 1.5 and Article IX hereof and the Escrow Agreement shall be conclusive and binding on all of the Company Shareholders and no Company Shareholder shall have the right to object to, dissent from, protest or otherwise contest the same or any cause of action against the Shareholders’ Representative for any action taken, decision made or instruction given by the Shareholders’ Representative under Section 1.5 or Article IX hereof and the Escrow Agreement; except for any of the foregoing constituting gross negligence, fraud or willful breach of this Agreement by the Shareholders’ Representative; (iii) Remedies available at law for any breach of the provisions of this Section 1.11 are inadequate; therefore Parent shall be entitled to temporary and permanent injunctive relief relating to any such breach without the necessity of proving damages if Parent brings an action to enforce the provisions of this Section 1.11; (iv) The provisions of this Section 1.11 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or legal incapacity, granted by each Company Shareholder to the Shareholders’ Representative and shall be binding upon the executors, heirs, personal representatives and successors of each Company Shareholder. (d) The Shareholders’ Representative shall not have any duties, responsibilities or authority except those expressly set forth herein, and no implied covenants, duties, obligations, authority or liabilities shall be implied by the appointment hereunder.

Shareholders’ Representative. (a) In order to efficiently administer efficiently the implementation waiver of this Agreement, by executing any condition or right of the Shareholders and delivering this the settlement of any dispute arising under the Agreement, the Company Shareholders hereby appoint Xxxxxxx designate Xxxxxx X. Xxxxxx Xxxx as their representative (the “"Shareholders’ ' Representative”"). (ab) The Company Shareholders hereby authorize the Shareholders’ ' Representative (i) to take all action necessary action in connection with the implementation waiver of Section 1.5 and Article IX hereofany condition to the obligations of the Shareholders under this Agreement, the waiver of any right of the Shareholders hereunder, or the settlement of any dispute arising hereunder, (ii) to take all actions under the Escrow Agreement and (iii) to give and receive all notices required to be given under this Agreement and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Escrow Shareholders by the terms of this Agreement. (bc) The In the event that the Shareholders’ ' Representative may be removed dies, becomes legally incapacitated or resigns from such position, Xxxx X. Gain shall fill such vacancy and a successor appointed by the action of not less than two-thirds of the Company Shareholders upon written notice to Parent, and such successor shall be deemed to be the Shareholders’ ' Representative for all purposes of this Agreement; provided however, that no change in the Shareholders’ ' Representative shall be effective until such written Buyer is given notice is delivered to Parentof it by the Shareholders. (cd) The Company All decisions and actions by the Shareholders' Representative shall be binding upon all of the Shareholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (e) By their execution of this Agreement, the Shareholders agree that: (i) Parent Buyer shall be authorized able to rely conclusively on the written instructions and decisions of the Shareholders’ ' Representative as to any actions required or permitted to be taken by the Company Shareholders or the Shareholders’ ' Representative under Section 1.5 and Article IX of this Agreement and the Escrow Agreementhereunder, and none of such Company Shareholders no party hereunder shall have any cause of action against Parent Buyer for any action taken by Parent Buyer in reliance upon such written the instructions or decisions of the Shareholders’ ' Representative; (ii) All written all actions, decisions and instructions of the Shareholders’ ' Representative in relation to Section 1.5 and Article IX hereof and the Escrow Agreement shall be conclusive and binding on upon all of the Company Shareholders and no Company Shareholder Stockholder shall have the right to object to, dissent from, protest or otherwise contest the same or any cause of action against the Shareholders’ ' Representative for any action taken, decision made or instruction given by the Shareholders’ ' Representative under Section 1.5 or Article IX hereof and the Escrow this Agreement; , except for any of the foregoing constituting gross negligence, fraud or willful breach of this Agreement by the Shareholders’ ' Representative; (iii) Remedies remedies available at law for any breach of the provisions of this Section 1.11 1.6 are inadequate; therefore Parent therefore, Buyer and Seller shall be entitled to temporary and permanent injunctive relief relating to any such breach without the necessity of proving damages if Parent either Buyer or Seller brings an action to enforce the provisions of this Section 1.11;1.6; and (iv) The the provisions of this Section 1.11 1.6 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or legal incapacitydeath, granted by each Company Shareholder the Shareholders to the Shareholders’ ' Representative and shall be binding upon the executors, heirs, personal legal representatives and successors of each Company ShareholderStockholder. (df) The All fees and expenses incurred by the Shareholders’ ' Representative shall not have any duties, responsibilities or authority except those expressly set forth herein, and no implied covenants, duties, obligations, authority or liabilities shall be implied paid by the appointment hereunderShareholders.

Shareholders’ Representative. (a) In order to administer efficiently (i) the implementation of this Agreementthe Agreement by the Shareholders, by executing (ii) the waiver of any condition to the obligations of the Shareholders to consummate the transactions contemplated hereby, and delivering (iii) the settlement of any dispute with respect to this Agreement, the Company Shareholders hereby appoint Xxxxxxx designate Xxxxx X. Xxxxxx Xxxxx as their representative (the “"Shareholders’ ' Representative”"). (ab) In the event that the Shareholders' Representative dies, becomes legally incapacitated or resigns from such position, Xxxx X. Xxxxxx shall fill such vacancy and shall be deemed to be the Shareholders' Representative for all purposes of this Agreement. Any change in the Shareholders' Representative shall be effective when Buyer is receives notice of such change. (c) The Company Shareholders hereby authorize the Shareholders’ ' Representative (i) to take all action necessary action in connection with the implementation of Section 1.5 and Article IX hereofthis Agreement on behalf of the Shareholders, to waive any condition to the obligations of the Shareholders to consummate the transactions contemplated hereby, or to settle any dispute, (ii) to take all actions receive, on behalf of the Shareholders, any payments payable to the Shareholders under this Agreement from Buyer, including, without limitation, the Escrow Agreement Purchase Price, and to disburse such payments to the Shareholders, (iii) to give and receive all notices required or permitted to be given or received by the Shareholders under the Agreement and (iv) to take any and all additional action as is contemplated to be taken by or on behalf of the Shareholders by the terms of this Agreement or Agreement, including without limitation, the Escrow Agreementexecution and delivery of documents to transfer the Company Shares to Buyer. (bd) The Shareholders’ Representative may be removed All decisions and a successor appointed actions by the action of not less than two-thirds Shareholders' Representative shall be binding upon all of the Company Shareholders upon written notice to ParentShareholders, and such successor no Shareholder shall be deemed have the right to be object, dissent, protest or otherwise contest the Shareholders’ Representative for all purposes same, except as provided in Section 1.6(e)(ii). (e) By their execution of this Agreement; provided however, that no change in the Shareholders’ Representative shall be effective until such written notice is delivered to Parent. (c) The Company Shareholders agree that: (i) Parent Buyer and Indemnity Escrow Agent shall be authorized able to rely conclusively on the written instructions and decisions of the Shareholders’ ' Representative (with Buyer hereby acknowledging that the Shareholders' Representative may, with respect to any action, instruction or decision, seek guidance and/or approvals of the Shareholders before acting), as to any actions required or permitted to be taken by the Company Shareholders or the Shareholders’ ' Representative under Section 1.5 and Article IX of this Agreement and the Escrow Agreementhereunder, and none of such Company Shareholders no Party hereunder shall have any cause of action against Parent Buyer for any action taken by Parent Buyer in reliance upon such written the instructions or decisions of the Shareholders’ ' Representative; (ii) All written all actions, decisions and instructions of the Shareholders’ ' Representative in relation to Section 1.5 and Article IX hereof and the Escrow Agreement shall be conclusive and binding on upon all of the Company Shareholders (except in the case of the Shareholders' Representative's fraud, bad faith or willful breach of this Agreement) and no Company Shareholder shall have the right to object to, dissent from, protest or otherwise contest the same or any cause of action against the Shareholders’ ' Representative for any action taken, decision made or instruction given by the Shareholders’ ' Representative under Section 1.5 or Article IX hereof and the Escrow Agreement; except for any of the foregoing constituting gross negligence, fraud or willful breach of this Agreement by (except pursuant to any separate agreement among the Shareholders’ Representative); (iii) Remedies remedies available at law for any breach of the provisions of this Section 1.11 1.6 are inadequate; therefore Parent therefore, Buyer shall be entitled to temporary and permanent injunctive relief relating to any such breach without the necessity of proving damages if Parent Buyer brings an action to enforce the provisions of this Section 1.11;1.6; and (iv) The the provisions of this Section 1.11 1.6 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or legal incapacitydeath, granted by each Company Shareholder the Shareholders to the Shareholders’ ' Representative and shall be binding upon the executors, heirs, personal legal representatives and successors of each Company Shareholder. (df) The All fees and expenses incurred by the Shareholders’ ' Representative shall not have be for the account of the Shareholders, including, without limitation, any duties, responsibilities or authority except those expressly set forth herein, and no implied covenants, duties, obligations, authority or liabilities shall be implied payments made by the appointment hereunderShareholders' Representative under the Indemnity Escrow Agreement.

Shareholders’ Representative. (a) In order to administer efficiently the implementation rights and obligations of this Agreement, by executing and delivering the Shareholders under this Agreement, the Company Shareholders hereby designate and appoint Xxxxxxx X. Xxxxxx Xxx as their representative (the “Shareholders’ Representative”). (a) The Company Shareholders hereby authorize the Shareholders’ Representative (i) ' Representative, to take all necessary action serve as the Shareholders' agent and attorney-in-fact for the limited purposes set forth in connection with the implementation of Section 1.5 and Article IX hereof, (ii) to take all actions under the Escrow Agreement and (iii) to give and receive all notices required to be given under this Agreement or the Escrow Agreement. (b) The Each of the Shareholders hereby appoints the Shareholders’ ' Representative may as such Shareholder's agent, proxy and attorney-in-fact, with full power of substitution, for all purposes set forth in this Agreement, including, without limitation, the full power and authority on such Shareholder's behalf (i) to consummate the transactions contemplated by this Agreement, (ii) to disburse any funds received hereunder to the Shareholders, (iii) to execute and deliver on behalf of each Shareholder any amendment or waiver under this Agreement, and to agree to resolution of all Adjustments pursuant to Section 1.4 or 10, and of all Claims hereunder, (iv) to retain legal counsel and other professional services, at the expense of the Shareholders, in connection with the performance by the Shareholders' Representative of this Agreement, and (v) to do each and every act and exercise any and all rights which such Shareholder or Shareholders are permitted or required to do or exercise under this Agreement and the other agreements, documents and certificates executed in connection herewith. Each of the Shareholders agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Shareholders' Representative and shall survive the death, bankruptcy or other incapacity of any Shareholder. (c) Each of the Shareholders hereby agrees that any amendment or waiver under this Agreement, and any action taken on behalf of the Shareholders to enforce the rights of the Shareholders under this Agreement, and any action taken with respect to any Adjustment or Claim (including any action taken to object to, defend, compromise or agree to the payment of such Adjustment or Claim), shall be removed effective if approved in writing by the Shareholders' Representative and the holders of a majority of the Corporation's Stock (including any Corporation's Stock held by the Shareholders' Representative), or, in the case of any amendment or waiver made or given or action taken after the Closing, if so approved by persons who were the holders of a majority of the Corporation's Stock immediately prior to the Closing, and that each and every action so taken shall be binding and conclusive on every Shareholder, whether or not such Shareholder had notice of, or approved, such amendment or waiver. (d) Xxx shall serve as the Shareholders' Representative until he resigns or is otherwise unable or unwilling to serve. In the event that a Shareholders' Representative resigns from such position or is otherwise unable or unwilling to serve, the remaining Shareholders shall select, by the vote of the holders of a majority of the Corporation's Stock immediately prior to the Closing, a successor appointed by the action of not less than two-thirds of the Company Shareholders upon representative to fill such vacancy, shall provide prompt written notice to Parent, United of such change and such successor substituted representative shall then be deemed to be the Shareholders’ ' Representative for all purposes of this Agreement; provided however, that no change in the Shareholders’ Representative shall be effective until such written notice is delivered to Parent. (c) The Company Shareholders agree that: (i) Parent shall be authorized to rely conclusively on the written instructions and decisions of the Shareholders’ Representative as to any actions required or permitted to be taken by the Company Shareholders or the Shareholders’ Representative under Section 1.5 and Article IX of this Agreement and the Escrow Agreement, and none of such Company Shareholders shall have any cause of action against Parent for any action taken by Parent in reliance upon such written instructions or decisions of the Shareholders’ Representative; (ii) All written decisions and instructions of the Shareholders’ Representative in relation to Section 1.5 and Article IX hereof and the Escrow Agreement shall be conclusive and binding on all of the Company Shareholders and no Company Shareholder shall have the right to object to, dissent from, protest or otherwise contest the same or any cause of action against the Shareholders’ Representative for any action taken, decision made or instruction given by the Shareholders’ Representative under Section 1.5 or Article IX hereof and the Escrow Agreement; except for any of the foregoing constituting gross negligence, fraud or willful breach of this Agreement by the Shareholders’ Representative; (iii) Remedies available at law for any breach of the provisions of this Section 1.11 are inadequate; therefore Parent shall be entitled to temporary and permanent injunctive relief relating to any such breach without the necessity of proving damages if Parent brings an action to enforce the provisions of this Section 1.11; (iv) The provisions of this Section 1.11 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or legal incapacity, granted by each Company Shareholder to the Shareholders’ Representative and shall be binding upon the executors, heirs, personal representatives and successors of each Company Shareholder. (d) The Shareholders’ Representative shall not have any duties, responsibilities or authority except those expressly set forth herein, and no implied covenants, duties, obligations, authority or liabilities shall be implied by the appointment hereunder.

Shareholders’ Representative. (a) In order to administer efficiently (i) the implementation of this Agreementthe Agreement by the Shareholders, by executing (ii) the waiver of any condition to the obligations of the Shareholders to consummate the transactions contemplated hereby, and delivering this (iii) the settlement of any dispute with respect to the Agreement, the Company Shareholders hereby appoint Xxxxxxx X. Xxxxxx as designate Collxxx Xxxxx, xx their representative (the “"Shareholders’ ' Representative”"). (ab) The Company Shareholders hereby authorize the Shareholders’ ' Representative (i) to take all action necessary action in connection with the implementation of Section 1.5 and Article IX hereofthe Agreement on behalf of the Shareholders, the waiver of any condition to the obligations of the Shareholders to consummate the transactions contemplated hereby, or the settlement of any dispute, (ii) to take all actions under the Escrow Agreement and (iii) to give and receive all notices required to be given under the Agreement and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Shareholders by the terms of this Agreement or the Escrow Agreement. (bc) The In the event (i) that the Shareholders’ ' Representative may be removed and dies, becomes legally incapacitated or resigns from such position, or (ii) upon a successor appointed written consent executed by at least 66 2/3% in interest (calculated based on the action allocation set for in Schedule 3.2 hereof, notwithstanding any subsequent change in shareholdings by way of not less than two-thirds sale, etc.) of the Company Shareholders, the Shareholders upon written notice may designate a replacement to Parent, and such successor shall be deemed to be the Shareholders’ Representative for all purposes of this Agreement' Representative; provided however, that no change in the Shareholders’ ' Representative shall be effective until such written SPSS is given notice is delivered to Parentof it by the Shareholders. (cd) The Company All decisions and actions by the Shareholders' Representative shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same, in the absence of fraud, gross negligence or willful misconduct of the Shareholders' Representative. (e) By their execution of this Agreement, the Shareholders agree that: (i) Parent SPSS shall be authorized able to rely conclusively on the written instructions and decisions of the Shareholders’ ' Representative as to any actions required or permitted to be taken by the Company Shareholders or the Shareholders’ ' Representative under Section 1.5 and Article IX of this Agreement and the Escrow Agreementhereunder, and none of such Company Shareholders no party hereunder shall have any cause of action against Parent SPSS for any action taken by Parent SPSS in reliance upon such written the instructions or decisions of the Shareholders’ ' Representative; (ii) All written all actions, decisions and instructions of the Shareholders’ ' Representative in relation to Section 1.5 and Article IX hereof and the Escrow Agreement shall be conclusive and binding on upon all of the Company Shareholders and Shareholders; no Company Shareholder shall have any cause of action against SPSS or Clear Software for any action taken or omitted to be taken, decision made or omitted to be made or any instruction given or omitted to be given by the right to object to, dissent from, protest or otherwise contest the same or Shareholders' Representative; and no Shareholder shall have any cause of action against the Shareholders’ ' Representative for any action taken, decision made or instruction given by the Shareholders’ ' Representative under Section 1.5 or Article IX hereof and the Escrow this Agreement; , except for any of the foregoing constituting fraud, gross negligence, fraud negligence or willful breach of this Agreement by the Shareholders’ ' Representative; (iii) Remedies the Shareholders' Representative shall be deemed to fulfill any fiduciary obligation to the Shareholders so long as no Shareholder is adversely affected by any action or failure to act of the Shareholders' Representative in a disproportionate measure compared to any other Shareholder; (iv) remedies available at law for any breach of the provisions of this Section 1.11 1.7 are inadequate; therefore Parent therefore, SPSS shall be entitled to temporary and permanent injunctive relief relating to any such breach without the necessity of proving damages if Parent SPSS brings an action to enforce the provisions of this Section 1.11;1.7; and (ivv) The the provisions of this Section 1.11 1.6 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or legal incapacitydeath, granted by each Company Shareholder the Shareholders to the Shareholders’ ' Representative and shall be binding upon the executors, heirs, personal legal representatives and successors of each Company Shareholder. (df) The All fees and expenses incurred by the Shareholders’ ' Representative shall not have any duties, responsibilities or authority except those expressly set forth herein, and no implied covenants, duties, obligations, authority or liabilities shall be implied paid by the appointment hereunderShareholders.

Shareholders’ Representative. 2.1 In order to administer efficiently (i) the implementation of this Agreementthe Agreement by the Shareholders, by executing (ii) the waiver of any condition to the obligations of the Shareholders to consummate the transactions contemplated hereby, and delivering this (iii) the settlement of any dispute with respect to the Agreement, the Company Shareholders hereby appoint Xxxxxxx X. Xxxxxx designate Xxx Xxxxxxxxxxx, as their representative (the “"Shareholders’ ' Representative”"). (a) 2.2 The Company Shareholders hereby authorize the Shareholders’ ' Representative (i) to take all action necessary action in connection with the implementation of Section 1.5 and Article IX hereofthe Agreement on behalf of the Shareholders, the waiver of any condition to the obligations of the Shareholders to consummate the transactions contemplated hereby, or the settlement of any dispute, (ii) to take all actions under the Escrow Agreement and (iii) to give and receive all notices required to be given under this the Agreement and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Escrow Agreement. (b) The Shareholders’ Representative may be removed and a successor appointed Shareholders by the action of not less than two-thirds of the Company Shareholders upon written notice to Parent, and such successor shall be deemed to be the Shareholders’ Representative for all purposes terms of this Agreement. Such authorization granted by the shareholders to the Shareholders' Representative shall remain effective until December 31, 1998. 2.3 In the event (i) that the Shareholders' Representative dies, becomes legally incapacitated or resigns from such position, or (ii) upon a written consent executed by at least 66 2/3% in interest (calculated based on the allocation set for in Schedule 1.2 hereof, notwithstanding any subsequent change in shareholdings by way of sale, etc.) of the Shareholders, the Shareholders may designate a replacement to the Shareholders' Representative; provided however, that no change in the Shareholders’ ' Representative shall be effective until such written SPSS is given notice is delivered to Parentof it by the Shareholders. (c) The Company 2.4 All decisions and actions by the Shareholders' Representative shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same, in the absence of fraud, gross negligence or willful misconduct of the Shareholders' Representative. 2.5 By their execution of this Agreement, the Shareholders agree that: (i) Parent SPSS shall be authorized able to rely conclusively on the written instructions and decisions of the Shareholders’ ' Representative as to any actions required or permitted to be taken by the Company Shareholders or the Shareholders’ ' Representative under Section 1.5 and Article IX of this Agreement and the Escrow Agreementhereunder, and none of such Company Shareholders no party hereunder shall have any cause of action against Parent SPSS for any action taken by Parent SPSS in reliance upon such written the instructions or decisions of the Shareholders’ ' Representative; (ii) All written all actions, decisions and instructions of the Shareholders’ ' Representative in relation to Section 1.5 and Article IX hereof and the Escrow Agreement shall be conclusive and binding on upon all of the Company Shareholders and Shareholders; no Company Shareholder shall have any cause of action against SPSS or In2itive for any action taken or omitted to be taken, decision made or omitted to be made or any instruction given or omitted to be given by the right to object to, dissent from, protest or otherwise contest the same or Shareholders' Representative; and no Shareholder shall have any cause of action against the Shareholders’ ' Representative for any action taken, decision made or instruction given by the Shareholders’ ' Representative under Section 1.5 or Article IX hereof and the Escrow this Agreement; , except for any of the foregoing constituting fraud, gross negligence, fraud negligence or willful breach of this Agreement by the Shareholders’ ' Representative; (iii) Remedies remedies available at law for any breach of the provisions of this Section 1.11 2.5 are inadequate; therefore Parent therefore, SPSS shall be entitled to temporary and permanent injunctive relief relating to any such breach without the necessity of proving damages if Parent SPSS brings an action to enforce the provisions of this Section 1.11;2.5; and (iv) The the provisions of this Section 1.11 2.5 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or legal incapacitydeath, granted by each Company Shareholder the Shareholders to the Shareholders’ ' Representative and shall be binding upon the executors, heirs, personal legal representatives and successors of each Company Shareholder. (d) The Shareholders’ Representative shall not have any duties, responsibilities or authority except those expressly set forth herein, and no implied covenants, duties, obligations, authority or liabilities shall be implied by the appointment hereunder.

Shareholders’ Representative. In order to administer efficiently the implementation By their execution and delivery of this Agreement, by executing each of Seller and delivering this Agreement, the Company Shareholders each Shareholder hereby appoint Xxxxxxx X. Xxxxxx irrevocably constitutes and appoints Xxxx Xxxxxxxxx as their representative each such Person’s true and lawful agent and attorney-in-fact (the “Shareholders’ Representative”). , with full and complete power and authority in his, her or its name and on his or its behalf: (a) The Company Shareholders hereby authorize to act on behalf of such Person for any and all purposes according to the Shareholders’ Representative terms of this Agreement, including the power to amend this Agreement in accordance with Section 7.10; (i) to take all necessary action in connection with the implementation of Section 1.5 and Article IX hereof, (ii) to take all actions under the Escrow Agreement and (iiib) to give and receive notices and make any and all notices required to be given decisions under this Agreement or the Escrow Agreement. (b) The Section 2.4 on behalf of such Shareholders’ Representative may be removed and a successor appointed by the action of not less than two-thirds of the Company Shareholders upon written notice to Parent, and such successor shall be deemed to be the Shareholders’ Representative for all purposes of this Agreement; provided however, that no change in the Shareholders’ Representative shall be effective until such written notice is delivered to Parent. (c) The Company Shareholders agree that: to give and receive notices and to provide consents hereunder; and (id) Parent shall be authorized in general, to rely conclusively on do any and all things and to perform any and all acts under or pursuant to this Agreement, including executing and delivering all ancillary instruments referenced herein or contemplated hereby in each case above, all in the written instructions and decisions absolute discretion of the Shareholders’ Representative as Representative; and Xxxx Xxxxxxxxx hereby accepts such appointment. Anything herein to the contrary notwithstanding, any actions required or permitted to be taken under this Agreement and any ancillary instruments referenced herein or contemplated hereby by the Company Shareholders or the may be taken by Shareholders’ Representative under Section 1.5 and Article IX on behalf of this Agreement and the Escrow Agreementall of Shareholders (including by Shareholders’ Representative, in his own individual capacity as a Shareholder). This power of attorney, and none all authority hereby conferred, is granted subject to the interests of such the other Shareholders, the Company Shareholders and Buyer hereunder and in consideration of the mutual covenants and agreements made herein, and shall have be irrevocable and shall not be terminated by any cause act of action against Parent for Seller or any Shareholder or by operation of law, whether by the death or incapacity of any Shareholder or by the occurrence of any other event. Seller and each Shareholder agrees, jointly and severally, to hold Shareholders’ Representative free and harmless from any and all claims which they, or any one of them, may sustain as a result of any action taken by Parent in reliance upon such written instructions or decisions of the Shareholders’ Representative; (ii) All written decisions and instructions of the Shareholders’ Representative in relation to Section 1.5 and Article IX hereof and the Escrow Agreement shall be conclusive and binding on all of the Company Shareholders and no Company Shareholder shall have the right to object to, dissent from, protest or otherwise contest the same or any cause of action against the Shareholders’ Representative for any action taken, decision made or instruction given by the Shareholders’ Representative under Section 1.5 or Article IX hereof and the Escrow Agreement; except for any of the foregoing constituting gross negligence, fraud or willful breach of this Agreement by the Shareholders’ Representative; (iii) Remedies available at law for any breach of the provisions of this Section 1.11 are inadequate; therefore Parent shall be entitled to temporary and permanent injunctive relief relating to any such breach without the necessity of proving damages if Parent brings an action to enforce the provisions of this Section 1.11; (iv) The provisions of this Section 1.11 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or legal incapacity, granted by each Company Shareholder to the Shareholders’ Representative and shall be binding upon the executors, heirs, personal representatives and successors of each Company Shareholder. (d) The Shareholders’ Representative shall not have any duties, responsibilities or authority except those expressly set forth herein, and no implied covenants, duties, obligations, authority or liabilities shall be implied by the appointment good faith hereunder.