Target Representative. (a) By approving this Agreement and the transactions contemplated hereby or by executing and delivering a Letter of Transmittal, each Target Company Member shall have irrevocably authorized and appointed Jxxxxx Xxxxx as the initial Target Representative. The Target Representative will act as such Person’s representative and attorney-in-fact to act on behalf of such Person with respect to this Agreement and the Promissory Notes and to take any and all actions and make any decisions required or permitted to be taken by Target Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to:
(i) give and receive notices and communications;
(ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.15;
(iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Holdings pursuant to Article VI and Article VIII;
(iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VI and Article VIII;
(v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes);
(vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes);
(vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Target Representative in complying with its duties and obligations; and
(viii) take all actions necessary or appropriate in the good faith judgment of Target Representative for the accomplishment of the foregoing. Holdings shall be entitled to deal exclusively with Target Representative on all matters relating to this Agreement (including Article VIII) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Target Company Member by Target Representative, and on any other action taken or purported to be taken on behalf of any Target Company Member by Target Representative, as being fully binding upon such Person. Notices or communications to or from Target Representative shall constitute notice to or from each of the Target Company Members. Any decision or action by Target Representative hereu...
Target Representative. Authorization of the Target Representative. Xxxxxxxxxxx XxXxxxx (the “Target Representative”) (and each successor appointed in accordance with Section 1.3(i)(iii) below) hereby is appointed, authorized and empowered to act, on behalf of each Target Member, in connection with, and to facilitate the consummation of the transactions, and in connection with the activities to be performed on the Targets behalf under this Agreement, for the purposes and with the powers and authority set forth in this Section 1.3(i), which will include the power and authority:
