THE EXTENT OF THE AMOUNT SPECIFIED FOR SUCH DISCLOSURE IN THE
RELEVANT EXHIBIT; AND
(D)
THE INDIVIDUAL SELLERS SHALL BE UNABLE TO MAKE
ANY FURTHER DISCLOSURES SUBSEQUENT TO THE DATE HEREOF.
6.5.4
THE APPROVAL OF THE ANNUAL ACCOUNTS FOR
ANY FISCAL YEAR BY THE SHAREHOLDERS' MEETING OF THE COMPANY SHALL HAVE NO EFFECT
ON ANY POTENTIAL INDEMNIFICATION LIABILITY.
6.6
HOLDBACK DISTRIBUTION
THE "HOLDBACK DISTRIBUTION DATE" SHALL MEAN THE THIRD ANNIVERSARY OF THE
COMPLETION DATE. ON THE HOLDBACK DISTRIBUTION DATE, PURCHASER WILL DISTRIBUTE
ANY PORTION OF THE HOLDBACK AMOUNT THAT (A) HAS NOT PREVIOUSLY BEEN PAID TO AN
INDEMNIFIED PERSON AND (B) IS NOT SUBJECT TO A PENDING CLAIM (IN SUCH CASE, ONLY
THE ESTIMATED POTENTIAL LOSS SHALL BE RETAINED). ANY AMOUNT NOT DISTRIBUTED ON
THE HOLDBACK DISTRIBUTION DATE SHALL BE DISTRIBUTED TO THE INDEMNIFIED PERSONS
OR INDIVIDUAL SELLERS, AS APPLICABLE, WITHIN 30 DAYS FOLLOWING THE LAST TO OCCUR
OF THE FINAL RESOLUTION AND PAYMENT OF ANY INDEMNIFICATION LIABILITY PURSUANT TO
CLAUSE 6, IF ANY.
ALL SUCH DISTRIBUTIONS OF HOLDBACK AMOUNTS WILL BE MADE PRO RATA IN PROPORTION
TO THE RELATIVE HOLDBACK AMOUNT ORIGINALLY HELD BACK WITH RESPECT TO EACH
INDIVIDUAL SELLER PURSUANT TO COLUMN TITLED "ORIGINAL HOLDBACK AMOUNT" WITHIN
THE SCHEDULE 2. SUCH DISTRIBUTION SHALL BE MADE TO THE ACCOUNTS SET FORTH ON THE
COMPLETION SPREADSHEET (AS THE ACCOUNT INFORMATION MAY HAVE BEEN ALTERED AT THE
WRITTEN REQUEST OF EACH APPLICABLE
15
INDIVIDUAL SELLER TO PURCHASER) AND PURCHASER SHALL BE ENTITLED TO RELY ON SUCH
COMPLETION SPREADSHEET AS ACCURATE FOR ALL PURPOSES AND SHALL HAVE NO LIABILITY
FOR ANY FAILURE OF THE INDIVIDUAL SELLER TO RECEIVE ANY AMOUNT PROPERLY
TRANSMITTED BY PURCHASER IN ACCORDANCE WITH SUCH COMPLETION SPREADSHEET.
6.7
SELLERS' REPRESENTATIVE.
6.7.1
EACH INDIVIDUAL SELLER, BY THE EXECUTION
AND DELIVERY OF THIS AGREEMENT, HEREBY CONSENTS AND AGREES TO THE APPOINTMENT OF
MR. BERNARD BADEFORT AS THE "SELLERS' REPRESENTATIVE" FOR PURPOSES OF ALL
MATTERS EXPRESSLY SET FORTH IN THIS AGREEMENT TO BE PERFORMED BY THE SELLERS'
REPRESENTATIVE. THE SELLERS' REPRESENTATIVE SHALL BE DEEMED TO CONTINUE IN
OFFICE NOTWITHSTANDING ANY PURPORTED RESIGNATION OR REMOVAL UNTIL PURCHASER
RECEIVES WRITTEN NOTICE SIGNED BY THE INDIVIDUAL SELLERS THAT HELD A MAJORITY OF
THE SHARES IMMEDIATELY PRIOR TO THE COMPLETION DESIGNATING A NEW SELLERS'
REPRESENTATIVE THAT IS REASONABLY ACCEPTABLE TO PURCHASER. EACH INDIVIDUAL
SELLER HEREBY CONSTITUTES AND APPOINTS THE SELLERS' REPRESENTATIVE, INCLUDING
ANY REPLACEMENT OF ANY SUCH SELLERS' REPRESENTATIVE, AS ATTORNEY-IN-FACT FOR
SUCH INDIVIDUAL SELLER WITH FULL POWER OF SUBSTITUTION AND AUTHORITY, IN HIS
DISCRETION, TO ENFORCE THIS AGREEMENT AGAINST THE PARTIES HERETO, AND TO EXECUTE
ANY AMENDMENT OR WAIVER OF THIS AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT
NECESSARY OR ADVISABLE IN ORDER TO CARRY OUT THE PROVISIONS OF THIS AGREEMENT,
TO GIVE AND RECEIVE NOTICES AND COMMUNICATIONS AND, WITHOUT LIMITING THE
FOREGOING PROVISIONS OF THIS SECTION 6.7.1, DISPUTE ANY DECISION OF PURCHASER TO
PAY ITSELF OR ANY INDEMNIFIED PERSON HEREUNDER, TO AGREE TO, NEGOTIATE, ENTER
INTO SETTLEMENTS AND COMPROMISES OF, AND TO COMPLY WITH ORDERS OF COURTS WITH
RESPECT TO ANY DISPUTE OR