Common use of Vendors’ Representative Clause in Contracts

Vendors’ Representative. Each Vendor hereby irrevocably appoints the Vendors’ Representative as agent and attorney- in-fact for each such Vendor, for and on behalf of each such Vendor, with full power and authority to represent each Vendor and such Vendor’s successors and assigns with respect to all matters arising under this Agreement and the Transaction Documents and all actions taken by the Vendors’ Representative under this Agreement or such Transaction Documents will be binding upon each such Vendor and such Vendor’s successors and assigns as if expressly ratified and confirmed in writing by each of them. Without limiting the generality of the foregoing, the Vendors’ Representative has full power and authority, on behalf of each Vendor and such Vendor’s successors and assigns, to interpret the terms and provisions of this Agreement, to dispute or fail to dispute any claim under this Agreement or such Transaction Documents, to negotiate and compromise any dispute that may arise under this Agreement or such Transaction Documents and to sign any releases or other documents with respect to any such dispute. Each Vendor will be deemed a party or a signatory to any agreement, document, instrument or certificate for which the Vendors’ Representative signs on behalf of such Vendor. All decisions, actions and instructions by the Vendors’ Representative, including without limitation the defense or settlement of any claims for which Vendor may be required to indemnify the Purchaser Indemnitees pursuant to Article 7 hereof, will be conclusive and binding on each Vendor and no Vendor has the right to object, dissent, protest or otherwise contest the same. The Vendors jointly and severally shall pay and indemnify and hold harmless the Purchaser Indemnitees from and against any Losses that they may suffer or sustain as the result of any claim by any Person that an action taken by the Vendors’ Representative on behalf of the Vendors is not binding on, or enforceable against, the Vendors. Purchaser has the right to rely conclusively on the instructions and decisions of the Vendors’ Representative as to the settlement of any claims for indemnification by Purchaser pursuant to Article 6 hereof, or any other actions required to be taken by the Vendors’ Representative hereunder, and no party hereunder will have any cause of action against Purchaser for any action taken by Purchaser in reliance upon the instructions or decisions of the Vendors’ Representative. The appointment of the Vendors’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Vendors’ Representative pursuant to the authority granted in this Section 8.01 is effective and absolutely binding on each Vendor notwithstanding any contrary action of or direction from such Vendor, provided however that in the event that [redacted personal identifying information] is no longer employed by the Corporation or the Purchaser, [redacted personal identifying information] automatically shall cease to be the Vendor’s Representative effective as of the last day of [redacted personal identifying information] employment by the Corporation or the Purchaser, and each Vendor hereby irrevocably appoints [redacted personal identifying information] to replace [redacted personal identifying information] as the Vendors’ Representative as agent and attorney-in-fact for each such Vendor herunder . The death or incapacity, or dissolution or other termination of existence, of any Vendor does not terminate the authority and agency of the Vendors’ Representative (or successor thereto). The provisions of this Section 8.01 are binding upon the executors, heirs, legal representatives and successors of each Vendor, and any references in this Agreement to a Vendor or the Vendors means and includes the successors to the Vendors’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.

Vendors’ Representative. Each (a) The Vendors agree that when this agreement provides that any power may be exercised by, any decision may be made by, any action may be performed by, any notice may or must be given by or to, or any consent may be given by a Vendor hereby irrevocably appoints or the Vendors: (i) then that power may be exercised by, that decision may be made by, that action may be performed by, that notice may be given by or to and that consent may be given by the Vendors’ Representative as agent and attorney- in-fact for each such Vendor, for and on behalf of each such Vendorthat Vendor or all the Vendors (as applicable); (ii) the Purchaser may rely on the exercise, with full power and authority to represent each Vendor and such Vendor’s successors and assigns with respect to all matters arising under this Agreement and the Transaction Documents and all actions taken by decision, action, notice or consent of the Vendors’ Representative under this Agreement in relation to any such matters as having been given on behalf of that Vendor or such Transaction Documents will be binding upon each such Vendor all the Vendors (as applicable) and such Vendor’s successors and assigns as if expressly ratified and confirmed in writing by each of them. Without limiting the generality of the foregoing, Purchaser may rely on any notice given to the Vendors’ Representative has full power and authority, on behalf of each Vendor and (such Vendor’s successors and assigns, notice being deemed to interpret the terms and provisions of this Agreement, have been given to dispute or fail to dispute any claim under this Agreement or such Transaction Documents, to negotiate and compromise any dispute that may arise under this Agreement or such Transaction Documents and to sign any releases or other documents with respect to any such dispute. Each Vendor will be deemed a party or a signatory to any agreement, document, instrument or certificate for which all the Vendors’ Representative signs on behalf of such Vendor. All decisions); (iii) the Purchaser is not bound to act on, actions and instructions may in its absolute discretion disregard, any notice that is given by a Vendor other than a notice given by the Vendors’ Representative, including without limitation ; and (iv) the defense or settlement Purchaser agrees not to challenge the validity of any claims for which Vendor may be required to indemnify the Purchaser Indemnitees pursuant to Article 7 hereof, will be conclusive and binding on each Vendor and no Vendor has the right to object, dissent, protest or otherwise contest the same. The Vendors jointly and severally shall pay and indemnify and hold harmless the Purchaser Indemnitees from and against any Losses that they may suffer or sustain as the result of any claim by any Person that an action taken act carried out by the Vendors’ Representative on behalf of the Vendors is not binding on, or enforceable against, the Sellers in accordance with this clause 3.5. (b) The Vendors. Purchaser has the right : (i) agree to rely conclusively on the instructions be bound by all acts and decisions omissions of the Vendors’ Representative in exercising their rights and performing their obligations under this agreement; and (ii) indemnify the Vendors’ Representative against all Liability arising as to a result of or in connection with the settlement exercise in good faith of any claims for indemnification by Purchaser pursuant to Article 6 hereof, or any other actions required to be taken power under this agreement by the Vendors’ Representative hereunderon behalf of any one or more Vendors, and no party hereunder will the Vendors hereby waive any rights they have any cause of action or may have to make or bring a Claim against Purchaser for any action taken by Purchaser in reliance upon the instructions or decisions of the Vendors’ Representative. The appointment of the Vendors’ Representative is an agency coupled with an interest in relation to the exercise of any power for and is irrevocable and on behalf of any action taken by of the Vendors. (c) The Vendors’ Representative pursuant shall be Jxxxxxxxxx Xxxxx or such other entity or person as notified by the Vendors to the authority granted in this Section 8.01 is effective and absolutely binding on each Vendor notwithstanding any contrary action of or direction from such Vendor, provided however that in the event that [redacted personal identifying information] is no longer employed by the Corporation or the Purchaser, [redacted personal identifying information] automatically shall cease to be the Vendor’s Representative effective as of the last day of [redacted personal identifying information] employment by the Corporation or the Purchaser, and each Vendor hereby irrevocably appoints [redacted personal identifying information] to replace [redacted personal identifying information] as the Vendors’ Representative as agent and attorney-in-fact for each such Vendor herunder . The death or incapacity, or dissolution or other termination of existence, of any Vendor does not terminate the authority and agency of the Vendors’ Representative (or successor thereto). The provisions of this Section 8.01 are binding upon the executors, heirs, legal representatives and successors of each Vendor, and any references in this Agreement to a Vendor or the Vendors means and includes the successors to the Vendors’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.

Vendors’ Representative. (a) Each Vendor of the Vendors hereby irrevocably appoints and authorizes the Vendors’ Representative as agent to take the actions, and attorney- in-fact for each execute and deliver such Vendordocuments and instruments, for that are provided or contemplated to be taken, executed, and on behalf of each such Vendor, with full power and authority to represent each Vendor and such Vendor’s successors and assigns with respect to all matters arising under this Agreement and the Transaction Documents and all actions taken delivered by the Vendors’ Representative under in this Agreement Agreement. Each Vendor hereby agrees to ratify and confirm everything that the Vendors’ Representative does in connection with or such Transaction Documents will be binding upon each such Vendor pursuant to this Agreement. The Purchaser is entitled to rely upon, without any liability whatsoever, any action taken, omission, or document or instrument executed and such Vendor’s successors and assigns as if expressly ratified and confirmed in writing delivered, by each the Vendors’ Representative without making inquiry of them. Without limiting the generality any of the foregoingother Vendors. (b) As among the Vendors and the Vendors’ Representative, the Vendors’ Representative has full power will incur no liability for, and authority, on behalf of each Vendor the Vendors hereby waive and such Vendor’s successors and assigns, to interpret the terms and provisions of this Agreement, to dispute or fail to dispute any claim under this Agreement or such Transaction Documents, to negotiate and compromise any dispute that may arise under this Agreement or such Transaction Documents and to sign any releases or other documents with respect to any such dispute. Each Vendor will be deemed a party or a signatory to any agreement, document, instrument or certificate for which the Vendors’ Representative signs on behalf of such Vendor. All decisions, actions and instructions by release the Vendors’ Representative, including without limitation the defense or settlement of any claims for which Vendor may be required to indemnify the Purchaser Indemnitees pursuant to Article 7 hereof, will be conclusive and binding on each Vendor and no Vendor has the right to object, dissent, protest or otherwise contest the same. The Vendors jointly and severally shall pay and indemnify and hold harmless the Purchaser Indemnitees from and against any Losses that they may suffer or sustain as the result of any claim by any Person that an action taken by the Vendors’ Representative on behalf of the Vendors is not binding on, or enforceable against, the Vendors. Purchaser has the right to rely conclusively on the instructions and decisions of the Vendors’ Representative as to the settlement of any claims for indemnification by Purchaser pursuant to Article 6 hereof, or any other actions required to be taken by the Vendors’ Representative hereunder, and no party hereunder will have any cause of action against Purchaser for any action taken by Purchaser in reliance upon the instructions or decisions of the Vendors’ Representative. The appointment of the Vendors’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Vendors’ Representative pursuant Representative, or any omission to the authority granted take action, in good faith and in accordance with this Section 8.01 is effective clause 18.17, and absolutely binding on each Vendor notwithstanding any contrary action of or direction from such Vendor, provided however that in the event that [redacted personal identifying information] is no longer employed will be indemnified by the Corporation or the Purchaser, [redacted personal identifying information] automatically shall cease to be the Vendor’s Representative effective as of the last day of [redacted personal identifying information] employment Vendors from and against any losses incurred by the Corporation or the Purchaser, and each Vendor hereby irrevocably appoints [redacted personal identifying information] to replace [redacted personal identifying information] as the Vendors’ Representative in the performance of his duties as agent and attorney-in-fact for each such Vendor herunder . The death or incapacityin the absence of bad faith, gross negligence, or dissolution or other termination of existence, of any Vendor does not terminate wilful misconduct on the authority and agency part of the Vendors’ Representative (or successor thereto)Representative. The provisions This Item 1 sets forth certain information about CIH Vendors and their shareholdings in CIH. Magnus Donners also owns 1,074,194 MD Shares of this Section 8.01 CIH, however, those shareholdings are binding upon the executors, heirs, legal representatives and successors of each Vendor, and any references not reflected in this Agreement Item 1 because: (i) Magnus Donners is not a CIH Vendor; and (ii) the CIH shareholdings owned by Magnus Donners are being indirectly transferred to a Vendor or Purchaser by Purchaser’s acquisition of the Vendors means and includes shareholdings of Magnus Donners from the successors to the MD Vendors’ rights hereunder. Tropical Rain Nominees Pty Limited ACN 090 822 683 as trustee for The Vinecombe Absolutely Entitled Trust c/o Collotype Labels, whether pursuant to testamentary disposition000 Xxxxx Xxxx, the laws of descent and distribution or otherwise.Xxxx Xxx, XX 0000, Xxxxxxxxx Facsimile: Attention: 350,903 MBO Shares 16.50%* Vinecombe Tropical Rain Nominees Pty Limited ACN 090 822 683 as trustee for The Frankhuisen Absolutely Entitled Trust c/o Collotype Labels, 000 Xxxxx Xxxx, Xxxx Xxx, XX 0000, Xxxxxxxxx Facsimile: Attention: 350,903 MBO Shares 16.50%* Frankhuisen Tropical Rain Nominees Pty Limited ACN 090 822 683 as Trustee for The Xxxxx Absolutely Entitled Trust c/o Collotype Labels, 000 Xxxxx Xxxx, Xxxx Xxx, XX 0000, Xxxxxxxxx Facsimile: Attention: 350,903 MBO Shares 16.50%* Xxxxx

Vendors’ Representative. (a) Each Vendor hereby irrevocably constitutes and appoints 116 as its representative (the “Vendors’ Representative as agent Representative”) and attorney- in-fact for each such Vendor, for its true and on behalf of each such Vendorlawful attorney in fact, with full power and authority in its name on its behalf: (i) to represent each Vendor and act on such Vendor’s successors and assigns behalf in the absolute discretion of the Vendors’ Representative with respect to all matters arising under relating to this Agreement, including the execution and delivery of any amendment, supplement, or modification of this Agreement and any waiver of any claim or right arising out of this Agreement; (ii) to act on such Vendor’s behalf in the Transaction Documents absolute discretion of the Vendors’ Representative with respect to all matters relating to the Corporate Reorganization; including the execution and delivery of any agreements, certificates, receipts, instructions and other instruments necessary to effect the Corporate Reorganization; and (iii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions in this Section 2.6. This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Vendor or by operation of law, whether by the death or incapacity of any Vendor or by occurrence of any other event. Each Vendor hereby consents to the taking of any and all actions and the making of any decisions required and permitted to be taken or made by the Vendors’ Representative pursuant to this Section 2.6. Each Vendor agrees that the Vendors’ Representative shall have no obligation or liability to any Person for any action taken or omitted by the Vendors’ Representative in good faith, and each Vendor shall indemnify and hold harmless the Vendors’ Representative from, and shall pay to the Vendors’ Representative the amount of, or reimburse the Vendors’ Representative for, any Loss that the Vendors’ Representative may suffer, sustain, or become subject to as a result of any such action or omission by the Vendors’ Representative under this Agreement or such Transaction Documents will Agreement. (b) Xxxx and 116 shall be binding entitled to rely upon each such Vendor and such Vendor’s successors and assigns as if expressly ratified and confirmed in writing by each of them. Without limiting the generality of the foregoing, the Vendors’ Representative has full power and authority, on behalf of each Vendor and such Vendor’s successors and assigns, to interpret the terms and provisions of this Agreement, to dispute or fail to dispute any claim under this Agreement or such Transaction Documents, to negotiate and compromise any dispute that may arise under this Agreement or such Transaction Documents and to sign any releases documents or other documents with respect to any such dispute. Each Vendor will be deemed a party or a signatory to any agreement, document, instrument or certificate for which the Vendors’ Representative signs on behalf of such Vendor. All decisions, actions and instructions by the Vendors’ Representative, including without limitation the defense or settlement of any claims for which Vendor may be required to indemnify the Purchaser Indemnitees pursuant to Article 7 hereof, will be conclusive and binding on each Vendor and no Vendor has the right to object, dissent, protest or otherwise contest the same. The Vendors jointly and severally shall pay and indemnify and hold harmless the Purchaser Indemnitees from and against any Losses that they may suffer or sustain as the result of any claim by any Person that an action taken paper delivered by the Vendors’ Representative on behalf of the Vendors is not binding on, or enforceable against, as being authorized by the Vendors. Purchaser has the right , and Xxxx and 116 shall not be liable to rely conclusively on the instructions and decisions of the Vendors’ Representative as to the settlement of any claims Vendor for indemnification by Purchaser pursuant to Article 6 hereof, any action taken or any other actions required omitted to be taken by Xxxx and 116 based on such reliance; and (c) Until all obligations under this Agreement shall have been discharged, the Vendors who, immediately prior to the Closing, are entitled in the aggregate to receive more than 50% of the Xxxx Common Shares pursuant to the Share Exchange, may, from time to time upon notice to Xxxx and 116, appoint a new Vendors’ Representative hereunder, and no party hereunder will have any cause of action against Purchaser for any action taken by Purchaser in reliance upon the instructions or decisions resignation of the Vendors’ Representative. The appointment If, after the resignation of the Vendors’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative, a successor Vendors’ Representative pursuant to the authority granted in this Section 8.01 is effective and absolutely binding on each Vendor notwithstanding any contrary action of or direction from such Vendor, provided however that in the event that [redacted personal identifying information] is no longer employed shall not have been appointed by the Corporation or the PurchaserVendors within 15 Business Days after a request by Xxxx and 116, [redacted personal identifying information] automatically shall cease to be the Vendor’s Representative effective as of the last day of [redacted personal identifying information] employment by the Corporation or the Purchaser, Xxxx and each Vendor hereby irrevocably appoints [redacted personal identifying information] to replace [redacted personal identifying information] as the 116 may appoint a Vendors’ Representative as agent and attorney-in-fact for each such Vendor herunder . The death or incapacity, or dissolution or other termination of existence, of any Vendor does not terminate the authority and agency of the Vendors’ Representative (or successor thereto). The provisions of this Section 8.01 are binding upon the executors, heirs, legal representatives and successors of each Vendor, and any references in this Agreement to a Vendor or from among the Vendors means and includes the successors to fill any vacancy so created by notice of such appointment to the Vendors’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.

Vendors’ Representative. Each of the JDS Silver Shareholders, on behalf of himself, herself, or itself and his, her or its successors and assigns (collectively, “Vendor Parties”), hereby irrevocably appoints the Vendors’ Representative to serve as agent the agent, representative and attorney- attorney-in-fact for each of such Vendor, for and on behalf of each such VendorVendor Parties, with the full and exclusive power and authority to represent each and bind such Vendor and such Vendor’s successors and assigns Parties with respect to all matters terms arising under and pursuant to this Agreement providing the Vendors’ Representative with rights, authorities and obligations and all the transactions and documents contemplated hereby. Furthermore, each Vendor Party on behalf of himself, herself, itself and his, her or its successors and assigns, hereby irrevocably consents to the taking by the Vendors’ Representative of any and all actions and the making of any decisions required or permitted to be taken by such Vendor Party under this Agreement and matters arising out of or relating thereto, such power and authority to include, without limitation, the Transaction Documents power and authority (i) to give and receive notices of communications, (ii) to bring, defend or resolve any claim made pursuant hereto, (ii) making and settling indemnity claims, and (iii) to take all actions necessary in the judgment of the Vendors’ Representative for the accomplishment of the foregoing, provided that the Vendors’ Representative shall not have the power or authority to consent to any amendment or modification of this Agreement on behalf of the Vendor Parties except to the extent separately authorized to do so in writing or such amendments are of a clerical or non-substantive nature. By her execution of this Agreement, the Vendors’ Representative hereby accepts her appointment as the Vendors’ Representative for the specific purposes set out in this Agreement and in accordance with the foregoing. Purchaser shall be entitled to deal with the Vendors’ Representative on all matters under this Agreement providing the Vendors’ Representative with rights, authorities and obligations and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed by the Vendors’ Representative on behalf of any Vendor Party and on any other action taken or purported to be taken by the Vendors’ Representative under this Agreement or on behalf of such Transaction Documents will be the Vendor Parties, as fully binding upon each such Vendor Party. All decisions, actions, consents and such Vendor’s successors and assigns as if expressly ratified and confirmed in writing by each instructions of them. Without limiting the generality of the foregoing, the Vendors’ Representative has full power and authority, on behalf of each Vendor and such Vendor’s successors and assigns, to interpret the terms and provisions of this Agreement, to dispute or fail to dispute any claim under this Agreement or such Transaction Documents, to negotiate and compromise any dispute that may arise under this Agreement or such Transaction Documents and to sign any releases or other documents with respect to any such dispute. Each Vendor will shall be deemed a party or a signatory to any agreement, document, instrument or certificate for which the Vendors’ Representative signs on behalf of such Vendor. All decisions, actions and instructions by the Vendors’ Representative, including without limitation the defense or settlement of any claims for which Vendor may be required to indemnify the Purchaser Indemnitees pursuant to Article 7 hereof, will be conclusive final and binding on each upon all Vendor Parties and no Vendor has the Party shall have any right to object, dissent, protest or otherwise contest the same. The Vendors Vendors’ Representative shall not incur any liability to any Vendor Party relating to the performance of her duties hereunder. The Vendors’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Vendor Party. The Vendors’ 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. The Vendor Parties shall cooperate with the Vendors’ Representative and any accountants or lawyers whom the Vendors’ Representative may retain to assist in carrying out her duties hereunder. The Vendor Parties shall jointly and severally shall pay and indemnify and hold harmless the Purchaser Indemnitees from Vendors’ Representative and its representatives against any Losses that they all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Vendors’ Representative’s legal counsel) which may suffer be paid, incurred or sustain as the result of any claim by any Person that an action taken suffered by the Vendors’ Representative on behalf by reason or as a result of the Vendors performance by the Vendors’ Representative of his obligations as Vendors’ Representative set out in this Agreement. If the Vendors’ Representative dies, resigns, become disabled or is dissolved, liquidated or wound up or otherwise is unable to fulfill the Vendors’ Representative responsibilities hereunder, then Participating Shareholders holding not binding onless than 50.1% of all Participating Shares shall, within ten (10) business days after such death, resignation, disability, dissolution, liquidation, winding up, or enforceable againstinability, appoint a successor to the Vendors’ Representative and immediately thereafter notify Purchaser of the identity of such successor. Purchaser has the right to rely conclusively on the instructions and decisions of Any such successor will succeed the Vendors’ Representative as to the settlement of any claims for indemnification by Purchaser pursuant to Article 6 hereof, or any other actions required to be taken by the Vendors’ Representative hereunder, and no party hereunder will have any cause of action against Purchaser for any action taken by Purchaser in reliance upon the instructions or decisions of the Vendors’ Representative. The appointment of the Vendors’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Vendors’ Representative pursuant to the authority granted in this Section 8.01 is effective and absolutely binding on each Vendor notwithstanding any contrary action of or direction from such Vendor, provided however that in the event that [redacted personal identifying information] is no longer employed by the Corporation or the Purchaser, [redacted personal identifying information] automatically shall cease to be the Vendor’s Representative effective as of the last day of [redacted personal identifying information] employment by the Corporation or the Purchaser, and each Vendor hereby irrevocably appoints [redacted personal identifying information] to replace [redacted personal identifying information] as the Vendors’ Representative as agent agent, representative and attorney-in-fact for each of such Vendor herunder . The death or incapacity, or dissolution or other termination of existence, of any Vendor does not terminate the authority and agency of the Vendors’ Representative (or successor thereto). The provisions of this Section 8.01 are binding upon the executors, heirs, legal representatives and successors of each Vendor, and any references in this Agreement to a Vendor or the Vendors means and includes the successors to the Vendors’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwiseParties.

Vendors’ Representative. Each Vendor hereby irrevocably appoints 11.1 Any consent or agreement or direction or waiver given or made by the Vendors’ ' Representative as agent and attorney- in-fact or Vendors' Solicitors for each the purposes of this Agreement shall be binding upon all of the Vendors. 11.2 Delivery of any document or payment required to be made to the Vendors or any of them hereunder may be made to the Vendor's Solicitors (REF ACG/752614) whose receipt for such Vendor, for and on behalf delivery or payment shall be an absolute discharge of each such Vendor, the Purchaser who shall not be concerned with full power and authority the application thereof. 11.3 The Vendors' Representative is hereby authorized by the Vendors to represent each Vendor and such Vendor’s successors and assigns with respect to all matters arising under act in the way contemplated by this Agreement and the Transaction Documents and all actions taken by to take such decisions as he shall at his entire discretion determine and, provided he acts in good faith, the Vendors’ ' Representative under shall have and accepts no liability to any of the Vendors or to any other person other than the Purchaser in connection with or as a result of anything which such Vendors' Representative does or refrains from doing or neglects or omits to do in connection with any matter relating to this Agreement. 11.4 As between the Vendors, the Vendors' Representative shall not be required to expend any of his own money on or in relation to matters referred to in this Agreement or such Transaction Documents will be binding upon each such Vendor and such Vendor’s successors and assigns as if expressly ratified and confirmed in writing by each of them. Without limiting and, without prejudice to the generality of the foregoing, the Vendors’ Representative has full power and authority, on behalf of each Vendor and such Vendor’s successors and assigns, may decline to interpret the terms and provisions of this Agreement, take any steps in relation to dispute or fail to dispute any claim under this Agreement Warranties or such Transaction Documents, to negotiate and compromise any dispute that may arise under this Agreement Tax Deed of Covenant unless he has been indemnified or such Transaction Documents secured (if and to sign the extent he so requires) to his full satisfaction by the Vendors he represents in respect of the maximum amount of the expenses and other liabilities of any releases kind which he reasonably considers that he will or may incur in connection with or as a result of such proceedings and such indemnities or securities shall be such as to ensure that the Vendors' Representative has immediate access to all such funds as he may require in order to meet all such expenses or other documents with respect to any such dispute. Each Vendor will be deemed a party or a signatory to any agreement, document, instrument or certificate for which liabilities as they fall PROVIDED THAT the Vendors’ ' Representative signs on behalf shall be obliged to pay his appropriate proportion of such Vendor. All decisions, actions expenses and instructions by the Vendors’ Representative, including without limitation the defense or settlement of any claims for which Vendor may be required to indemnify the Purchaser Indemnitees pursuant to Article 7 hereof, will be conclusive and binding on each Vendor and no Vendor has the right to object, dissent, protest or otherwise contest the same. The Vendors jointly and severally shall pay and indemnify and hold harmless the Purchaser Indemnitees from and against any Losses that they may suffer or sustain as the result of any claim by any Person that an action taken by the Vendors’ Representative on behalf of the Vendors is not binding on, or enforceable against, the Vendors. Purchaser has the right to rely conclusively on the instructions and decisions of the Vendors’ Representative as to the settlement of any claims for indemnification by Purchaser pursuant to Article 6 hereof, or any other actions required to be taken by the Vendors’ Representative hereunder, and no party hereunder will have any cause of action against Purchaser for any action taken by Purchaser in reliance upon the instructions or decisions of the Vendors’ Representative. The appointment of the Vendors’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Vendors’ Representative pursuant to the authority granted in this Section 8.01 is effective and absolutely binding on each Vendor notwithstanding any contrary action of or direction from such Vendor, provided however that in the event that [redacted personal identifying information] is no longer employed by the Corporation or the Purchaser, [redacted personal identifying information] automatically shall cease to be the Vendor’s Representative effective as of the last day of [redacted personal identifying information] employment by the Corporation or the Purchaser, and each Vendor hereby irrevocably appoints [redacted personal identifying information] to replace [redacted personal identifying information] as the Vendors’ Representative as agent and attorney-in-fact for each such Vendor herunder . The death or incapacity, or dissolution or other termination of existence, of any Vendor does not terminate the authority and agency of the Vendors’ Representative (or successor thereto). The provisions of this Section 8.01 are binding upon the executors, heirs, legal representatives and successors of each Vendor, and any references in this Agreement to a Vendor or the Vendors means and includes the successors to the Vendors’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwiseliabilities.

Vendors’ Representative. Each Vendor (1) Subject to this Section 2.8, each of the Vendors hereby irrevocably appoints the Vendors’ Representative as to be the true and lawful attorney in fact or agent and attorney- in-fact for each of such Vendor, for and on behalf of each such Vendor, with full power and authority to represent each Vendor and such Vendor’s successors and assigns with respect to all matters arising under this Agreement and the Transaction Documents and all actions taken by irrevocably grants the Vendors’ Representative under this Agreement or such Transaction Documents will be binding upon each a joint power of attorney coupled with an interest to act as the agent of and on behalf of, and in the name of, such Vendor and such Vendor’s successors and assigns as if expressly ratified and confirmed in writing by each of them. Without limiting for the generality of the foregoing, the Vendors’ Representative has full power and authority, on behalf of each Vendor and such Vendor’s successors and assigns, to interpret the terms and provisions of purposes of: (a) amending this Agreement, to dispute or fail to dispute any claim under this the Escrow Agreement or such Transaction Documents, to negotiate and compromise any dispute that may arise under agreement or document contemplated by this Agreement or such Transaction Documents and to sign any releases or other documents with respect to any such dispute. Each Vendor will be deemed a party or a signatory to any agreement, document, instrument or certificate for which the Vendors’ Representative signs on behalf of such Vendor. All decisions, actions and instructions by the Vendors’ Representative, including without limitation the defense or settlement of any claims for which Vendor may be required to indemnify the Purchaser Indemnitees pursuant to Article 7 hereof, will be conclusive and binding on each Vendor and no Vendor has the right to object, dissent, protest or otherwise contest the same. The Vendors jointly and severally shall pay and indemnify and hold harmless the Purchaser Indemnitees from and against any Losses that they may suffer or sustain as the result of any claim by any Person that an action taken by the Vendors’ Representative Agreement; (b) accepting notices on behalf of the Vendors is not binding onin accordance with this Agreement; (c) granting any consent or approval on behalf of the Vendors under this Agreement; (d) signing any document or agreement referred to or contemplated in this Agreement to be signed by the Vendors, including the Escrow Agreement and any receipts; and (e) taking any and all other actions and doing any and all other things provided in, or enforceable againstcontemplated by, this Agreement to be performed by any of the Vendors. Purchaser has This power of attorney is coupled with an interest and cannot be revoked by any Vendor without the right to rely conclusively on the instructions and decisions consent of the Vendors’ Representative and the Purchaser. (2) The Vendors’ Representative shall act as the joint agent for all Vendors, shall have the authority to bind each such Vendor in accordance with this Agreement, and the Purchaser may rely on such appointment and authority until the receipt of notice of the appointment of a successor upon thirty (30) days’ prior written notice to the settlement of any claims for indemnification by Purchaser pursuant to Article 6 hereof, or any other actions required to be taken by Purchaser. (3) If the Vendors’ Representative hereunder, and no party hereunder will have any cause of action against Purchaser for any action taken by Purchaser in reliance upon the instructions or decisions of the resigns from his position as a Vendors’ Representative. The appointment , dies or otherwise loses capacity to act as a Vendors’ Representative, then, unless the Vendors representing a majority of the Purchased Shares approve one or more replacement Vendors’ Representative is an agency coupled with an interest and is irrevocable and any action taken by within sixty (60) days of such cessation, resignation or loss, the term “Vendors’ Representative pursuant to the authority granted in this Section 8.01 is effective and absolutely binding on each Vendor notwithstanding any contrary action of or direction from such Vendor, provided however that in the event that [redacted personal identifying information] is no longer employed by the Corporation or the Purchaser, [redacted personal identifying information] automatically shall cease to be the Vendor’s Representative effective Representative” as of the last day of [redacted personal identifying information] employment by the Corporation or the Purchaser, and each Vendor hereby irrevocably appoints [redacted personal identifying information] to replace [redacted personal identifying information] as the Vendors’ Representative as agent and attorney-in-fact for each such Vendor herunder . The death or incapacity, or dissolution or other termination of existence, of any Vendor does not terminate the authority and agency of the Vendors’ Representative (or successor thereto). The provisions of this Section 8.01 are binding upon the executors, heirs, legal representatives and successors of each Vendor, and any references used in this Agreement and any agreement or document referred to a Vendor or the Vendors means and includes the successors contemplated in this Agreement shall be deemed to refer to the Vendors’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.