DELIVER TO THE SELLERS THE INSTRUMENTS AND DOCUMENTS REFERRED TO
IN SECTION 7.01 BELOW.
Section 2.07
Sellers' Representative.
(A)
FROM AND AFTER THE CLOSING DATE, ZARLINGO
(THE "SELLERS' REPRESENTATIVE"), OR SUCH PERSON WHO MAY BE APPOINTED BY THE
SELLERS IN A WRITTEN NOTICE DELIVERED TO THE PURCHASER TO REPLACE ZARLINGO,
SHALL ACT AS THE REPRESENTATIVE OF THE SELLERS, AND SHALL BE AUTHORIZED TO ACT
ON BEHALF OF THE SELLERS AND TO TAKE ANY AND ALL ACTIONS REQUIRED OR PERMITTED
TO BE TAKEN BY THE SELLERS OR THE SELLERS' REPRESENTATIVE UNDER THIS AGREEMENT
AND THE ANCILLARY AGREEMENTS, INCLUDING WITHOUT LIMITATION ANY ACTIONS WITH
RESPECT TO (I) ANY ADJUSTMENTS TO THE PURCHASE PRICE AS CONTEMPLATED BY SECTIONS
2.03 AND 2.04, (II) CLAIMS FOR INDEMNIFICATION PURSUANT TO ARTICLES VIII OR IX
OF THIS AGREEMENT, AND (III) ANY ACTIONS TO BE TAKEN BY THE SELLERS'
REPRESENTATIVE PURSUANT TO THE TERMS OF THE ESCROW AGREEMENT
(INCLUDING,
WITHOUT LIMITATION, THE EXERCISE OF THE POWER TO (A) AUTHORIZE OR DISPUTE THE
BASIS FOR THE DELIVERY OF ALL OR ANY PORTION OF THE ESCROW CASH OR CHANGE OF
CONTROL ESCROW CASH (IF APPLICABLE) TO THE PURCHASER IN SATISFACTION OF THE
OBLIGATIONS OF THE SELLERS UNDER THIS AGREEMENT, (B) AGREE TO, NEGOTIATE, ENTER
INTO SETTLEMENTS AND COMPROMISES OF, AND COMPLY WITH ORDERS OF COURTS WITH
RESPECT TO ANY CLAIMS FOR INDEMNIFICATION, (C) ENGAGE COUNSEL AND/OR OTHER
PROFESSIONALS TO PROVIDE ASSISTANCE IN CONNECTION WITH THE PERFORMANCE OF THE
SELLERS' REPRESENTATIVE'S FUNCTIONS AS THE SELLERS' REPRESENTATIVE (WHICH
ENGAGEMENT MAY INCLUDE REPRESENTATIVE OF THE SELLERS INDIVIDUALLY), INCLUDING
THE RIGHT TO EXPEND SUCH SUMS AS THE SELLERS' REPRESENTATIVE SHALL DEEM
REASONABLE IN EXCHANGE FOR SERVICES PROVIDED, AND (D) TAKE ALL ACTIONS NECESSARY
IN THE JUDGMENT OF THE SELLERS' REPRESENTATIVE TO ACCOMPLISH ANY OF THE
FOREGOING TASKS).
THE EXECUTION OF THIS AGREEMENT BY THE SELLERS SHALL
CONSTITUTE APPROVAL OF THE APPOINTMENT OF THE SELLERS' REPRESENTATIVE AND ALL
ACTIONS OF SUCH SELLERS' REPRESENTATIVE PURSUANT TO THIS AGREEMENT AND THE
ANCILLARY AGREEMENTS, INCLUDING AUTHORIZING THE
15
SELLERS' REPRESENTATIVE TO ENTER INTO THE ESCROW AGREEMENT ON BEHALF OF THE
SELLERS.
IN ALL MATTERS RELATING TO ARTICLES VIII AND IX, THE SELLERS'
REPRESENTATIVE SHALL BE THE ONLY PARTY ENTITLED TO ASSERT THE RIGHTS OF THE
SELLERS, AND THE SELLERS' REPRESENTATIVE SHALL HAVE THE AUTHORITY TO EXERCISE
ANY RIGHTS OF THE SELLERS AND TO PERFORM ANY OF THE OBLIGATIONS OF THE SELLERS
UNDER THIS AGREEMENT AND THE ANCILLARY AGREEMENTS.
THE PURCHASER AND ANY
PURCHASER INDEMNIFIED PARTY SHALL BE ENTITLED TO RELY ON ALL STATEMENTS,
REPRESENTATIONS AND DECISIONS OF THE SELLERS' REPRESENTATIVE.
(B)
THE SELLERS SHALL BE BOUND BY ALL ACTIONS OR INACTIONS TAKEN BY
THE SELLERS' REPRESENTATIVE IN HIS CAPACITY AS THE SELLERS' REPRESENTATIVE. THE
SELLERS' REPRESENTATIVE SHALL NOT BE LIABLE TO ANY SELLER FOR ANY ERROR OF
JUDGMENT, OR ANY ACTION TAKEN, SUFFERED OR OMITTED TO BE TAKEN UNDER THIS
AGREEMENT IN HIS CAPACITY AS THE SELLERS' REPRESENTATIVE, EXCEPT IN THE CASE OF
HIS GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT.
THE SELLERS'
REPRESENTATIVE MAY CONSULT WITH