Common use of Management Representative Clause in Contracts

Management Representative. ▇.▇. ▇▇▇▇▇▇▇▇ Company, LLC is hereby appointed to act as the representative of the Management Investor Members and the Management Team Member (the “Management Representative”) under this Agreement and the Sellers Related Documents. By execution of this Agreement, the Management Representative hereby agrees to serve as the Management Representative pursuant to the terms of this Agreement. By virtue of the adoption of this Agreement and the approval of this Agreement by the Management Investor Members and the Management Team Member, each Management Investor Member and Management Team Member appoints, as of the date of this Agreement, the Management Representative as his, her or its true and lawful agents and attorneys-in-fact to enter into the Sellers Related Documents and any other agreement in connection with the transactions contemplated by this Agreement or the Sellers Related Documents, to exercise all or any of the powers, authority and discretion conferred on him or her under any such agreement, to give and receive notices on his, her or its behalf and to be his, her or its exclusive representatives with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which the Purchasers may be entitled to indemnification and, by virtue of its execution of the Agreement, the Management Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. All actions, decisions and instructions of the Management Representative shall be conclusive and binding upon all of the Management Investor Members and Management Team Member. Each Management Investor Member and Management Team Member hereby releases the Management Representative from, and each Management Investor Member and Management Team Member agrees to indemnify the Management Representative against, liability for any action taken or not taken by it, in good faith, in its capacity as such agents.