Vendor Representative. (1) Effective upon the execution of this Agreement and without further act of any Vendor, the Vendors appoint the Vendor Representative as their agent and attorney (and no other Person shall be so appointed) to: (a) resolve any disputes related to the payment of any amounts due hereunder, including the authorization to commence litigation in accordance with the terms of this Agreement and to comply with Governmental Entities and awards of any arbitrators related thereto; (b) discuss, negotiate, resolve and fully and finally settle on behalf of the Vendors any claims for indemnification by the Purchaser under Article 9 hereof, including the authorization to comply with Governmental Entities with respect to any such claim for indemnification; (c) prepare the Closing Net Working Capital Statement and discuss, negotiate, resolve and fully and finally settle on behalf of the Vendors any disputes with respect to the Closing Net Working Capital and the Closing Net Working Capital Statement pursuant to Section 2.8 hereof; (d) enter into the Escrow Agreement on behalf of the Vendors and provide instructions to the Escrow Agent with respect to the Escrowed Amount; (e) take any action, including litigating, defending or enforcing any actions, and make, deliver and sign any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement (an “Instrument”) which the Vendor Representative determines in his discretion to be necessary, appropriate or desirable, and, in connection therewith, hire or retain, at the sole expense of the Vendors, such counsel, investment bankers, accountants, representatives and other professional and technical advisors as he or she determines in his or her sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder; and (f) receive all documents, certificates and notices and make all determinations on behalf of the Vendors required under this Agreement. (2) A decision, act, consent or instruction of the Vendor Representative shall constitute a decision of the Vendors, and shall be final, binding and conclusive upon the Vendors and may be conclusively relied upon by the Purchaser. Any party receiving an Instrument from the Vendor Representative shall have the right to rely in good faith upon such Instrument, and to act in accordance with the Instrument without independent investigation. (3) The Vendor Representative shall keep the Vendors reasonably updated with the information the Vendor Representative receives on any material action taken on behalf of the Vendors by the Vendor Representative pursuant to the authority delegated to the Vendor Representative under this Section 12.15. (4) Each of the Vendors agrees that the appointment of the Vendor Representative is irrevocable without the consent of the Vendor Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Vendor. (5) The Vendors each agree to severally indemnify the Vendor Representative, in accordance with their Pro Rata Shares, against any and all claims, losses, judgments, liabilities, costs, damages or out-of-pocket expenses (including reasonable investigation costs, court costs, legal fees and expenses and amounts paid in settlement of a claim or suit), fines, penalties and interest incurred without gross negligence or willful misconduct on the part of the Vendor Representative and arising out of or in connection with the acceptance, performance or non-performance of its duties hereunder, including any action, suit, proceeding or arbitration which any Vendor may bring against the Vendor Representative arising out of or relating to this Agreement.
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Vendor Representative. The Vendors hereby appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to act as the Vendor Representative and authorize and direct the Vendor Representative to (1i) Effective upon take any and all actions (including without limitation executing and delivering any documents, receiving notices of claims, incurring any costs and expenses for the execution account of the Company and the Vendors and making any and all determinations) which may be required or permitted by this Agreement and without further act of any Vendorto be taken by the Company, the Vendors appoint or the Vendor Representative, (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Vendor Representative hereunder in connection with the transactions contemplated hereby and (iii) exercise such rights, power and authority as their agent are incidental to the foregoing. Any actions taken, exercises of rights, power or authority, and attorney (and no other Person any decision or determination made by the Vendor Representative consistent herewith shall be so appointed) to:
(a) resolve absolutely and irrevocably binding on the Company and each Vendor as if such party personally had taken such action, exercised such rights, power or authority or made such decision or determination in such party's individual capacity. Notwithstanding any disputes related other provision of this Agreement, if the Closing occurs, no Indemnifying Party shall have any right under this Agreement or otherwise to institute any suit, action or proceeding against the Purchaser or defend any action brought by the Purchaser or any third party with respect to any matter covered by Articles 17 or 19 of this Agreement, any such right being irrevocably and exclusively delegated to the payment of any amounts due hereunder, including Vendor Representative. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby acknowledges and accepts the foregoing authorization and appointment and agrees to commence litigation serve as Vendor Representative in accordance with this Agreement. The Vendor Representative shall serve as Vendor Representative until his resignation, removal from office, incapacity or death or the expiration of his term of office (which shall not, in any event, expire before the expiration of the Indemnity Period); provided, however, that the Vendor Representative shall not have the right to resign without (i) prior written notice to each Indemnifying Party and the Purchaser, and (ii) choosing a successor reasonably satisfactory to the Purchaser to serve until a successor is elected by the Indemnifying Parties. A Vendor Representative may be removed at any time and a successor representative, reasonably satisfactory to the Purchaser, may be appointed, pursuant to written action by a majority of the Indemnifying Parties. The Purchaser hereby consents to any Vendor serving as Vendor Representative, provided that the Purchaser first receive the notice referred to above. Any successor to a Vendor Representative shall, for purposes of this Agreement, be deemed to be, from the time of appointment, the "Vendor Representative" for the relevant time period, and from and after such time, the term "Vendor Representative" as used herein and therein shall be deemed to refer to such successor. No appointment of a successor shall be effective unless such successor agrees in writing to be bound by the terms of this Agreement Agreement. The Vendor Representative shall be permitted to retain counsel, consultants and to comply with Governmental Entities other advisors and awards of the fees and expenses related thereto shall be paid by the Indemnifying Parties. Notwithstanding any arbitrators related thereto;
(b) discuss, negotiate, resolve and fully and finally settle on behalf of the Vendors any claims for indemnification notice received by the Purchaser under Article 9 hereofto the contrary (except any notice of the appointment of a successor Vendor Representative approved by the Purchaser in accordance with this Section 19.10, including the authorization Purchaser (i) shall be fully protected in relying upon and shall be entitled to comply with Governmental Entities rely upon, shall have no liability to any Indemnifying Party with respect to any such claim for indemnification;
(c) prepare the Closing Net Working Capital Statement and discuss, negotiate, resolve and fully and finally settle on behalf of the Vendors any disputes with respect to the Closing Net Working Capital and the Closing Net Working Capital Statement pursuant to Section 2.8 hereof;
(d) enter into the Escrow Agreement on behalf of the Vendors and provide instructions to the Escrow Agent with respect to the Escrowed Amount;
(e) take any action, including litigating, defending or enforcing any actions, and make, deliver and sign any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement (an “Instrument”) which the Vendor Representative determines in his discretion to be necessary, appropriate or desirable, and, in connection therewith, hire or retain, at the sole expense of the Vendors, such counsel, investment bankers, accountants, representatives and other professional and technical advisors as he or she determines in his or her sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder; and
(f) receive all documents, certificates and notices and make all determinations on behalf of the Vendors required under this Agreement.
(2) A decision, act, consent or instruction of the Vendor Representative shall constitute a decision of the Vendorsto, and shall be final, binding and conclusive upon the Vendors and may be conclusively relied upon indemnified by the Purchaser. Any party receiving an Instrument Indemnifying Parties from the Vendor Representative shall have the right to rely in good faith upon and against all liability arising out of (any such Instrumentindemnifiable amounts constituting Losses) actions, decisions and to act in accordance with the Instrument without independent investigation.
(3) The Vendor Representative shall keep the Vendors reasonably updated with the information the Vendor Representative receives on any material action taken on behalf of the Vendors by the Vendor Representative pursuant to the authority delegated to the Vendor Representative under this Section 12.15.
(4) Each of the Vendors agrees that the appointment of the Vendor Representative is irrevocable without the consent determinations of the Vendor Representative and (ii) shall survive the deathbe entitled to assume that all actions, incapacity, bankruptcy, dissolution or liquidation of any Vendor.
(5) The Vendors each agree to severally indemnify the Vendor Representative, in accordance with their Pro Rata Shares, against any decisions and all claims, losses, judgments, liabilities, costs, damages or out-of-pocket expenses (including reasonable investigation costs, court costs, legal fees and expenses and amounts paid in settlement of a claim or suit), fines, penalties and interest incurred without gross negligence or willful misconduct on the part determinations of the Vendor Representative and arising out of or in connection with are fully authorized by the acceptance, performance or non-Indemnifying Parties. The Vendor Representative shall not be liable to the Indemnifying Parties for the performance of its duties hereunderany act or the failure to act so long as he acted or failed to act in good faith in what he reasonably believed to be the scope of his authority and for a purpose which he reasonably believed to be in the best interests of the Indemnifying Parties. Except with respect to a breach of any representation or warranty resulting from the fraud or wilful misrepresentation by an Indemnifying Party, including any actionthe cumulative liability of the Vendors under this Agreement including, suitwithout limitation, proceeding or arbitration which any Vendor may bring against the Vendor Representative arising out of or relating indemnification obligations herein, shall be limited to this Agreementthe Indemnity Fund.
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