Common use of WARRANTORS’ REPRESENTATIVE Clause in Contracts

WARRANTORS’ REPRESENTATIVE. 17.1 Where, under the terms of the Transaction Documents, the Warrantors are entitled or obliged to exercise or enforce any right or discretion, take any action (including incurring any cost or approving, signing or executing and/or delivering any deed, agreement or other document), give any direction, consent or notice and/or agree any matter (unless otherwise expressly provided herein) such right or discretion may be validly exercised or enforced (except where specifically provided otherwise herein), such action may be validly taken, such direction, consent or notice may be validly given, and/or such matter may be validly agreed by the Warrantors’ Representative. 17.2 Each party irrevocably acknowledges and confirms to the Warrantors’ Representative that the Warrantors’ Representative owes no responsibility, duty of care or liability whatsoever in connection with their appointment as the Warrantors’ Representative and the Warrantors agree that if any loss, damage or other liability of any Warrantor is incurred or increased as a result of any act, omission, agreement, approval, consent or decision of the Warrantors’ Representative or by any deed, agreement, instrument, consent or other document agreed, approved, signed, executed and/or delivered by the Warrantors’ Representative, in each case acting in good faith in the proper execution and discharge of its appointment under this clause 17.2, the Warrantors’ Representative shall not be responsible for, or have any liability to any Warrantor in relation to, any such loss, damage or other liability or such increased loss, damage or other liability. 17.3 If the Warrantors’ Representative dies or becomes mentally or physically incapacitated or is otherwise unable or unwilling to act as Warrantors’ Representative, the Majority of the Warrantors shall appoint a replacement Warrantors’ Representative (and shall notify the Buyer in writing of such replacement) or, if they fail to so appoint a replacement Warrantors’ Representative, the Seller, at the request of the Buyer, shall appoint a replacement Warrantors’ Representative and shall notify the Buyer in writing of such replacement. Any person appointed as a Warrantors’ Representative pursuant to this clause 17.3 must be a Warrantor and, for the purposes of this clause, “Majority of the Warrantors” means a majority in number of the Warrantors who are still alive and mentally capable at the time of such appointment.

WARRANTORS’ REPRESENTATIVE. 17.1 Where(a) Each Warrantor hereby irrevocably (by way of security for the performance of its obligations under this Agreement) appoints Seller as its attorney with full authority on its behalf and in its name or otherwise to do all acts and to execute and deliver such documents or deeds as are required by Law or as may, in the reasonable opinion of Seller, be required to act on its behalf for all purposes under the terms of this Agreement and the Transaction Documentsdocuments including for the purposes of: (i) accepting notices on behalf of such person; (ii) taking any and all actions that may be necessary or desirable, the Warrantors are entitled or obliged to exercise or enforce any right or as determined by Seller in its sole discretion, take any action (including incurring any cost or approving, signing or executing and/or delivering any deed, agreement or other document), give any direction, consent or notice and/or agree any matter (unless otherwise expressly provided herein) such right or discretion may be validly exercised or enforced (except where specifically provided otherwise herein), such action may be validly taken, such direction, consent or notice may be validly given, and/or such matter may be validly agreed by the Warrantors’ Representative. 17.2 Each party irrevocably acknowledges and confirms to the Warrantors’ Representative that the Warrantors’ Representative owes no responsibility, duty of care or liability whatsoever in connection with their appointment as the Warrantors’ Representative payment of the costs and expenses incurred with respect to the Warrantors agree that if Transaction; (iii) granting any lossconsent or approval on behalf of such person under this Agreement; and (iv) generally taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement to be performed by such person. (b) Each Warrantor hereby severally (but not jointly or jointly and severally) undertakes to indemnify Seller against (on a pro rata basis) all costs, damage or other liability of any Warrantor is claims and expenses and liabilities incurred or increased by Seller as a result of the exercise or purported exercise of any act, omission, agreement, approval, consent or decision of the Warrantors’ Representative or power conferred on Seller by any deed, agreement, instrument, consent or other document agreed, approved, signed, executed and/or delivered by the Warrantors’ Representative, in each case acting in good faith in the proper execution and discharge of its appointment under this clause 17.2Section 13. (c) Buyer, the Warrantors’ Representative Warrantors and Seller acknowledge and agree that: (i) in exercising the powers and authorities conferred by this Section 13, Seller shall not be responsible foracting, or be construed as acting, as the agent or trustee on behalf of any Warrantor; (ii) Seller shall be entitled to take any and all actions that may be necessary or desirable, as determined by Seller in its sole discretion; (iii) Seller shall have any no liability whatsoever to Buyer or any Warrantor in relation toto the exercise of those powers and authorities, any such loss, damage save in the case of fraud or other liability intentional misrepresentation by Seller or such increased loss, damage or other liability.breach of this Agreement; and 17.3 If (iv) Buyer shall be entitled to rely on the Warrantors’ Representative dies or becomes mentally or physically incapacitated or is otherwise unable or unwilling to act as Warrantors’ Representative, the Majority exercise of the Warrantors shall appoint a replacement Warrantors’ Representative (powers and shall notify authorities conferred on Seller under this Section 13 as if the Buyer in writing of relevant Warrantor is exercising such replacement) or, if they fail to so appoint a replacement Warrantors’ Representative, the Seller, at the request of the Buyer, shall appoint a replacement Warrantors’ Representative powers and shall notify the Buyer in writing of such replacement. Any person appointed as a Warrantors’ Representative pursuant to this clause 17.3 must be a Warrantor and, for the purposes of this clause, “Majority of the Warrantors” means a majority in number of the Warrantors who are still alive and mentally capable at the time of such appointmentauthorities.

WARRANTORS’ REPRESENTATIVE. 17.1 Where, under 5.1 The Warrantors shall appoint one person (being a Warrantor) from time to time to be the terms representative of the Transaction DocumentsWarrantors for the purposes described in Clause 5.2. 5.2 Each Warrantor irrevocably appoints the Warrantors’ Representative as the sole representative of such Warrantor with full authority to act on his behalf and in his name for all purposes under this Deed, including for the Warrantors are entitled or obliged to exercise or enforce purposes of: 5.2.1 accepting notices on behalf of such Warrantor in accordance with Clause 11; 5.2.2 granting any right or discretion, take any action (including incurring any cost or approving, signing or executing and/or delivering any deed, agreement or other document), give any direction, consent or notice approval on behalf of such Warrantor under this Deed; 5.2.3 negotiating and/or agree agreeing and/or settling any Claim or agreeing any other matter (unless otherwise expressly referred to in or contemplated by this Deed; and 5.2.4 generally taking any and all other actions and doing any and all other things provided herein) in or contemplated by this Deed to be performed by such right Warrantor or discretion may be validly exercised or enforced (except where specifically provided otherwise herein)the Warrantors’ Representative on behalf of such Warrantor, such action may be validly takenin each case, such direction, consent or notice may be validly given, and/or such matter may be validly agreed by as the Warrantors’ Representative. 17.2 , acting in good faith, considers necessary or desirable. Each party irrevocably acknowledges Warrantor agrees to be bound by each act, agreement, approval, consent and confirms to decision of the Warrantors’ Representative that the Warrantors’ Representative owes no responsibility, duty of care or liability whatsoever in connection with their appointment as the Warrantors’ Representative relation to any such matter and the Warrantors agree that if Buyer shall have no duty or be obliged to enquire further. 5.3 Insofar as any loss, damage or other liability of any Warrantor is incurred or is increased as a result of any act, omission, agreement, approval, consent or decision of the Warrantors’ Representative or by any deed, agreement, instrument, consent or other document agreed, approved, signed, executed and/or delivered by the Warrantors’ Representative, in each case acting in good faith in the proper execution and discharge of its his appointment as Warrantors’ Representative under this clause 17.2Deed, the Warrantors’ Representative shall not be responsible for, or nor shall he have any liability to any such Warrantor in relation to, any such loss, damage or other liability or such increased loss, damage or other liability. The Warrantors’ Representative shall have no power or authority to agree to any variation of the terms of this Deed on behalf of any other Warrantor or be authorised to execute any such variations on behalf of any other Warrantor. 17.3 If 5.4 A majority of 75% of the Warrantors may remove or replace the Warrantors’ Representative dies or becomes mentally or physically incapacitated or is otherwise unable or unwilling and appoint a substitute by notice in writing to the Buyer. The provisions of this Clause 5 shall apply mutatis mutandis in respect of any persons so appointed. The first Warrantors’ Representative shall be Xxxxx Xxxxxxx Xxxxxxx and he confirms his willingness to act as Warrantors’ Representative, the Majority of the Warrantors shall appoint a replacement Warrantors’ Representative (upon and shall notify subject to the Buyer in writing of such replacement) or, if they fail to so appoint a replacement Warrantors’ Representative, the Seller, at the request of the Buyer, shall appoint a replacement Warrantors’ Representative and shall notify the Buyer in writing of such replacement. Any person appointed as a Warrantors’ Representative pursuant to this clause 17.3 must be a Warrantor and, for the purposes terms of this clause, “Majority of the Warrantors” means a majority in number of the Warrantors who are still alive and mentally capable at the time of such appointmentDeed.

WARRANTORS’ REPRESENTATIVE. 17.1 Where11.1 Each Warrantor appoints Xxxxxx Fois and Guy Sochovsky (acting jointly) to act as the initial Warrantors’ representatives (the “Warrantors’ Representatives”) under this Deed. 11.2 Each Warrantor hereby appoints the Warrantors’ Representatives as such Warrantor’s true and lawful attorneys (acting jointly), under with full power of substitution and resubstitution, in such Warrantor’s name, place and stead, in any and all capacities, in connection with this Deed, granting to said attorneys full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the terms Offer as fully to all intents and purposes as such Warrantor might or could do in person. 11.3 The Warrantors’ Representatives shall have the full power and authority on behalf of the Transaction DocumentsWarrantors, jointly and not severally, to take any and all actions and make any and all determinations in respect of this Deed. Without limiting the generality of the foregoing, each Warrantor hereby authorizes the Warrantors’ Representatives to (i) negotiate, execute and deliver all amendments, modifications and waivers to this Deed, (ii) take all actions on behalf of the Warrantors are entitled in connection with any claims or obliged disputes with respect to exercise or enforce any right or discretionthis Deed, and (iii) accept notices on behalf of the Warrantors. 11.4 No Warrantor will be permitted to take any action (including incurring any cost or approving, signing or executing and/or delivering any deed, agreement or other document), give any direction, consent or notice and/or agree any matter (unless otherwise expressly provided herein) such right or discretion may be validly exercised or enforced (except where specifically provided otherwise herein), such action may be validly taken, such direction, consent or notice may be validly given, and/or such matter may be validly agreed by pursuant to this Deed without the prior written approval of the Warrantors’ RepresentativeRepresentatives. 17.2 Each party irrevocably acknowledges and confirms to the 11.5 The Warrantors’ Representative that the Warrantors’ Representative owes no responsibility, duty of care or liability whatsoever in connection with their appointment Representatives will not receive a fee for serving as the Warrantors’ Representative Representatives under this Deed. 11.6 The Warrantors’ Representatives will be entitled to engage counsel and other advisors, and the reasonable fees and expenses of such counsel and advisors will be paid by the Warrantors. 11.7 The Warrantors’ Representatives will not be liable to any Warrantor for any action taken by them (or either of them) pursuant to this Deed and the Warrantors agree that if will jointly and severally indemnify and hold the Warrantors’ Representatives harmless from any loss, damage or other liability of any Warrantor is incurred or increased as a result of any act, omission, agreement, approval, consent or decision Damages arising out of the Warrantors’ Representative or by any deed, agreement, instrument, consent or other document agreed, approved, signed, executed and/or delivered by Representatives serving as the Warrantors’ RepresentativeRepresentatives under this Deed, except, in each case acting in good faith in case, if and to the proper execution and discharge of its appointment under this clause 17.2, extent the Warrantors’ Representative shall not be responsible for, or have any liability to any Warrantor Representatives has engaged in relation to, any such loss, damage or other liability or such increased loss, damage or other liabilityfraud as finally determined by a court of competent jurisdiction. 17.3 If the Warrantors’ Representative dies or becomes mentally or physically incapacitated or is otherwise unable or unwilling to act as Warrantors’ Representative, the Majority of the Warrantors shall appoint a replacement Warrantors’ Representative (and shall notify the Buyer in writing of such replacement) or, if they fail to so appoint a replacement Warrantors’ Representative, the Seller, at the request of the Buyer, shall appoint a replacement Warrantors’ Representative and shall notify the Buyer in writing of such replacement. 11.8 Any person appointed Person serving as a Warrantors’ Representative pursuant under this Deed may resign as a Warrantors’ Representative upon at least ten (10) days prior written notice to the Warrantors and the Buyer. All rights of a Warrantors’ Representative to indemnification under this clause 17.3 must be a Warrantor andDeed will survive such Warrantors’ Representative’s resignation or removal. 11.9 The Warrantors will indemnify, hold harmless and reimburse the Warrantors’ Representatives for all costs and expenses incurred by the purposes Warrantors’ Representatives acting in such capacity under this Deed (with such amount allocated among the Warrantors based on their respective Allocable Share of this clause, “Majority such amount). 11.10 As the representative of the Warrantors” means a majority , the Warrantors’ Representatives shall act as the agent for all the Warrantors and shall have authority to bind each Warrantor in number accordance with this Deed, and the Buyer may rely on such appointment and authority until the receipt of notice of the Warrantors who are still alive and mentally capable at the time appointment of such appointmenta successor upon five (5) Business Days’ prior written notice to Buyer.

WARRANTORS’ REPRESENTATIVE. 17.1 Where3.1 Each Warrantor hereby appoints Xxxxx Xxxxxx and Xxxxxx Xxxxx, under acting jointly, to be the terms of the Transaction DocumentsWarrantors’ representatives (together with any replacement appointed pursuant to clause 3.3, the Warrantors are entitled or obliged “Warrantors’ Representatives”) and authorises them to exercise or enforce any right or discretion, take any action all such actions (including incurring any cost or approving, signing or executing and/or delivering any deed, agreement or other document), give any direction, consent or notice and/or agree any matter (unless otherwise but only such actions) as this Deed expressly provided herein) such right or discretion may provides to be validly exercised or enforced (except where specifically provided otherwise herein), such action may be validly taken, such direction, consent or notice may be validly given, and/or such matter may be validly agreed taken by the Warrantors’ Representative. 17.2 Each party irrevocably acknowledges Representatives and confirms to receive such notices as this Deed expressly provides may be given to the Warrantors’ Representative Representatives. 3.2 The Purchaser may rely, without enquiry, upon any action of the Warrantors’ Representatives as the act of the Warrantors in all matters referred to in this Deed as being carried out by the Warrantors’ Representatives, provided that the Parties expressly agree that the Warrantors’ Representatives shall not have the power or authority to negotiate, agree or settle any matter relating to a Claim on behalf of any Warrantor without the prior express written authorisation of that Warrantor. 3.3 The Warrantors may at any time appoint different persons to act as Warrantors’ Representatives and the Warrantors’ Representatives may elect no longer to act as such, provided that in each such case, the Warrantors appoint one or more replacements and give written notice to the Purchaser within five Business Days of such new appointment. Any person or persons from time to time appointed as a Warrantors’ Representative owes may be removed or replaced at any time by a majority in number of the Warrantors notifying such change in writing to the Purchaser. The Warrantors undertake that at least one Warrantors’ Representative shall be appointed at all times. 3.4 Each Warrantor agrees that the Warrantors’ Representatives owe no responsibility, duty of care or liability whatsoever in connection with their appointment as Warrantors’ Representatives and accordingly, except in the case of fraud or dishonesty, the Warrantors’ Representative and Representatives shall not be liable to any Warrantor for any act or omission in connection with the Warrantors agree that if any loss, damage or other liability performance by them of any of their duties, functions or role as Warrantors’ Representatives pursuant to this Deed. Each Warrantor is agrees not to bring any action or claim against the Warrantors’ Representatives in connection with their appointment as Warrantors’ Representatives and/or in relation to any action which the Warrantors’ Representatives have taken or omitted to take in the past or may in the future take or omit to take in their capacity as Warrantors’ Representatives, except in the case of fraud or dishonesty. 3.5 Each Warrantor covenants to pay each of the Warrantors’ Representatives an amount in respect of all losses, costs, damages, expenses (including professional fees) and any other liabilities that may be incurred or increased by them as a result of any actthe performance of his duties, omission, agreement, approval, consent or decision of functions and role as the Warrantors’ Representative or by any deedRepresentatives under this Deed, agreement, instrument, consent or other document agreed, approved, signed, executed and/or delivered by provided that the Warrantors’ Representative, in each case acting in good faith in the proper execution and discharge of its appointment under this clause 17.2, the Warrantors’ Representative Representatives shall not be responsible for, or have any liability entitled to any Warrantor in relation to, any such loss, damage or other liability or such increased loss, damage or other liability. 17.3 If the Warrantors’ Representative dies or becomes mentally or physically incapacitated or is otherwise unable or unwilling to act payment as Warrantors’ Representative, the Majority of the Warrantors shall appoint a replacement Warrantors’ Representative (and shall notify the Buyer in writing result of such replacement) or, if they fail to so appoint a replacement Warrantors’ Representative, the Seller, at the request covenant in respect of the Buyer, shall appoint a replacement Warrantors’ Representative and shall notify the Buyer any matter where his actions or inactions are fraudulent or dishonest or in writing of such replacement. Any person appointed as a Warrantors’ Representative pursuant to this clause 17.3 must be a Warrantor and, for the purposes breach of this clause, “Majority of the Warrantors” means a majority in number of the Warrantors who are still alive and mentally capable at the time of such appointmentDeed.

WARRANTORS’ REPRESENTATIVE. 17.1 Where11.1 Each Warrantor appoints Dennxx Xxxx xxx Guy Xxxxxxxxx (xxting jointly) to act as the initial Warrantors’ representatives (the “Warrantors’ Representatives”) under this Deed. 11.2 Each Warrantor hereby appoints the Warrantors’ Representatives as such Warrantor’s true and lawful attorneys (acting jointly), under with full power of substitution and resubstitution, in such Warrantor’s name, place and stead, in any and all capacities, in connection with this Deed, granting to said attorneys full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the terms Offer as fully to all intents and purposes as such Warrantor might or could do in person. 11.3 The Warrantors’ Representatives shall have the full power and authority on behalf of the Transaction DocumentsWarrantors, jointly and not severally, to take any and all actions and make any and all determinations in respect of this Deed. Without limiting the generality of the foregoing, each Warrantor hereby authorizes the Warrantors’ Representatives to (i) negotiate, execute and deliver all amendments, modifications and waivers to this Deed, (ii) take all actions on behalf of the Warrantors are entitled in connection with any claims or obliged disputes with respect to exercise or enforce any right or discretionthis Deed, and (iii) accept notices on behalf of the Warrantors. 11.4 No Warrantor will be permitted to take any action (including incurring any cost or approving, signing or executing and/or delivering any deed, agreement or other document), give any direction, consent or notice and/or agree any matter (unless otherwise expressly provided herein) such right or discretion may be validly exercised or enforced (except where specifically provided otherwise herein), such action may be validly taken, such direction, consent or notice may be validly given, and/or such matter may be validly agreed by pursuant to this Deed without the prior written approval of the Warrantors’ RepresentativeRepresentatives. 17.2 Each party irrevocably acknowledges and confirms to the 11.5 The Warrantors’ Representative that the Warrantors’ Representative owes no responsibility, duty of care or liability whatsoever in connection with their appointment Representatives will not receive a fee for serving as the Warrantors’ Representative Representatives under this Deed. 11.6 The Warrantors’ Representatives will be entitled to engage counsel and other advisors, and the reasonable fees and expenses of such counsel and advisors will be paid by the Warrantors. 11.7 The Warrantors’ Representatives will not be liable to any Warrantor for any action taken by them (or either of them) pursuant to this Deed and the Warrantors agree that if will jointly and severally indemnify and hold the Warrantors’ Representatives harmless from any loss, damage or other liability of any Warrantor is incurred or increased as a result of any act, omission, agreement, approval, consent or decision Damages arising out of the Warrantors’ Representative or by any deed, agreement, instrument, consent or other document agreed, approved, signed, executed and/or delivered by Representatives serving as the Warrantors’ RepresentativeRepresentatives under this Deed, except, in each case acting in good faith in case, if and to the proper execution and discharge of its appointment under this clause 17.2, extent the Warrantors’ Representative shall not be responsible for, or have any liability to any Warrantor Representatives has engaged in relation to, any such loss, damage or other liability or such increased loss, damage or other liabilityfraud as finally determined by a court of competent jurisdiction. 17.3 If the Warrantors’ Representative dies or becomes mentally or physically incapacitated or is otherwise unable or unwilling to act as Warrantors’ Representative, the Majority of the Warrantors shall appoint a replacement Warrantors’ Representative (and shall notify the Buyer in writing of such replacement) or, if they fail to so appoint a replacement Warrantors’ Representative, the Seller, at the request of the Buyer, shall appoint a replacement Warrantors’ Representative and shall notify the Buyer in writing of such replacement. 11.8 Any person appointed Person serving as a Warrantors’ Representative pursuant under this Deed xxx resign as a Warrantors’ Representative upon at least ten (10) days prior written notice to the Warrantors and the Buyer. All rights of a Warrantors’ Representative to indemnification under this clause 17.3 must be a Warrantor andDeed will survive such Warrantors’ Representative’s resignation or removal. 11.9 The Warrantors will indemnify, hold harmless and reimburse the Warrantors’ Representatives for all costs and expenses incurred by the purposes Warrantors’ Representatives acting in such capacity under this Deed (with such amount allocated among the Warrantors based on their respective Allocable Share of this clause, “Majority such amount). 11.10 As the representative of the Warrantors” means a majority , the Warrantors’ Representatives shall act as the agent for all the Warrantors and shall have authority to bind each Warrantor in number accordance with this Deed, and the Buyer may rely on such appointment and authority until the receipt of notice of the Warrantors who are still alive and mentally capable at the time appointment of such appointment.a successor upon five (5) Business Days’ prior written notice to Buyer. SCHEDULE 3 CONDUCT OF BUSINESS PENDING COMPLETION

WARRANTORS’ REPRESENTATIVE. 17.1 Where, under (a) The Warrantors' Representative may be changed by the Warrantors from time to time in accordance with the terms of the Transaction DocumentsPurchase Agreement. No bond shall be required of the Warrantors' Representative, and the Warrantors are Warrantors' Representative shall not receive compensation for his or her services. Notices or communications to or from the Warrantors' Representative shall constitute notice to or from each of the Warrantors. The Warrantors' Representative shall be entitled or obliged to exercise or enforce any right or discretionsubmit a claim and receive reimbursement from the Escrow Fund for all reasonable, take any action (including incurring any cost or approving, signing or executing and/or delivering any deed, agreement or other document), give any direction, consent or notice and/or agree any matter (unless otherwise expressly provided herein) such right or discretion may be validly exercised or enforced (except where specifically provided otherwise herein), such action may be validly taken, such direction, consent or notice may be validly given, and/or such matter may be validly agreed documented out-of-pocket expenses incurred by the Warrantors’ Representative. 17.2 Each party irrevocably acknowledges and confirms to the Warrantors’ ' Representative that the Warrantors’ Representative owes no responsibility, duty of care or liability whatsoever in connection with their appointment as the Warrantors’ Representative and the Warrantors agree that if any loss, damage or other liability of any Warrantor is incurred or increased as a result of acting as the Warrantors' Representative in a claim proceeding; provided, however, that such right to reimbursement shall be subordinate to Purchaser's claims on the Escrow Fund, if any, and shall be paid only after all such claims have been satisfied. For the avoidance of doubt, expenses incurred prior to the First Escrow Termination Date shall be paid out of the amounts distributable to the Warrantors from the First Escrow Fund. For the avoidance of doubt, expenses incurred prior to the Second Escrow Termination Date shall be paid out of the amounts distributable to the Warrantors from the Second Escrow Fund. In the event of the Purchaser's claim being successful, any act, omission, agreement, approval, consent or decision such reimbursement shall be paid in Escrow Shares out of the Escrow Fund otherwise shall be payable by the Purchaser. For purposes of such reimbursement of the Warrantors’ ' Representative, Escrow Shares shall be valued at the average of the closing prices of Purchaser's Common Stock on the Nasdaq National Market over the thirty-day period ending three (3) days prior to the payment date. (b) The Warrantors' Representative shall not be liable for any act done or by any deed, agreement, instrument, consent or other document agreed, approved, signed, executed and/or delivered by omitted hereunder as the Warrantors’ Representative, in each case ' Representative while acting in good faith and in the proper execution and discharge exercise of its appointment under this clause 17.2reasonable judgment. (c) A decision, act, consent or instruction of the Warrantors’ ' Representative shall not constitute a decision of all Warrantors and shall be responsible forfinal, binding and conclusive upon each of such Warrantors, and the Escrow Agent and the Purchaser may rely upon any such decision, act, consent or have instruction of the Warrantors' Representative as being the decision, act, consent or instruction of each and every such Warrantor. The Escrow Agent and Purchaser are hereby relieved from any liability to any Warrantor person for any acts done by them in relation toaccordance with such decision, any such lossact, damage consent or other liability or such increased loss, damage or other liability. 17.3 If the Warrantors’ Representative dies or becomes mentally or physically incapacitated or is otherwise unable or unwilling to act as Warrantors’ Representative, the Majority of the Warrantors shall appoint a replacement Warrantors’ Representative (and shall notify the Buyer in writing of such replacement) or, if they fail to so appoint a replacement Warrantors’ Representative, the Seller, at the request of the Buyer, shall appoint a replacement Warrantors’ Representative and shall notify the Buyer in writing of such replacement. Any person appointed as a Warrantors’ Representative pursuant to this clause 17.3 must be a Warrantor and, for the purposes of this clause, “Majority instruction of the Warrantors” means a majority in number of the Warrantors who are still alive and mentally capable at the time of such appointment' Representative.