THIS AGREEMENT AND THE TRANSACTIONS, ANY PROPOSAL OR OFFER RELATING TO THE
ACQUISITION, DIRECTLY OR INDIRECTLY, OF ALL OR ANY SUBSTANTIAL PORTION OF THE
CAPITAL STOCK OR ASSETS OF THE COMPANY (INCLUDING ANY ACQUISITION STRUCTURED AS
A MERGER, CONSOLIDATION OR SHARE EXCHANGE).
THE OBLIGATIONS OF THE PARTIES
UNDER THIS SECTION 5.15 SHALL AUTOMATICALLY TERMINATE UPON THE CLOSING OR THE
EARLIER TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ARTICLE IX HEREOF.
5.16
SELLERS' REPRESENTATIVE.
(A)
EACH SELLER, BY VIRTUE OF ITS EXECUTION OF THIS AGREEMENT, HEREBY
MAKES, CONSTITUTES AND APPOINTS THE SELLERS' REPRESENTATIVE, WITH FULL POWER OF
SUBSTITUTION AND RE-SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT FOR
HIM, HER OR IT AND IN HIS, HER OR ITS NAME, PLACE, AND STEAD TO SIGN, EXECUTE,
DELIVER AND PERFORM ANY TRANSACTION DOCUMENTS REQUIRED TO BE EXECUTED BY SUCH
SELLER (OR ANY TRANSACTION DOCUMENTS BY WHICH SELLER IS OTHERWISE BOUND), TO
MAKE AND AUTHORIZE AMENDMENTS TO, OR WAIVERS OF, THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT, TO ENFORCE THE OBLIGATIONS OF THE PURCHASER AND THE
COMPANY UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, TO GIVE AND
RECEIVE ALL NOTICES REQUIRED OR PERMITTED BY THE SELLERS' REPRESENTATIVE UNDER
THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, AND TO DEFEND AND/OR SETTLE
ANY INDEMNIFICATION CLAIMS MADE BY THE PURCHASER OR THE COMPANY OR ANY OTHER
INDEMNIFIED PERSON PURSUANT TO THE TERMS OF THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT (TO THE EXTENT SUCH CLAIMS ARE TO BE SATISFIED OUT OF THE
ESCROW FUNDS), HEREBY RATIFYING AND CONFIRMING THAT THE SELLERS' REPRESENTATIVE
MAY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF AND TO MAKE ALL DETERMINATIONS AND
ELECTIONS HEREUNDER AND THEREUNDER.
THIS POWER OF ATTORNEY IS A SPECIAL POWER
OF ATTORNEY COUPLED WITH AN INTEREST AND IS IRREVOCABLE, AND SHALL SURVIVE THE
CLOSING AND DEATH, DISABILITY, LEGAL INCAPACITY, BANKRUPTCY, INSOLVENCY,
DISSOLUTION, OR CESSATION OF EXISTENCE OF ANY SELLER.
THIS POWER OF ATTORNEY
MAY BE EXERCISED BY THE SELLERS' REPRESENTATIVE BY LISTING THE SELLER EXECUTING
ANY TRANSACTION DOCUMENT WITH THE SINGLE SIGNATURE OF THE SELLERS'
REPRESENTATIVE ACTING AS ATTORNEY-IN-FACT FOR SUCH SELLER.
EACH SELLER HEREBY
FOREVER RELEASES AND DISCHARGES THE SELLERS' REPRESENTATIVE FROM ANY AND ALL
LIABILITY WHICH MAY ARISE IN CONNECTION WITH THE SELLERS' REPRESENTATIVE'S
PERFORMANCE IN GOOD FAITH AND ANY ACTS OR OMISSIONS WHICH SUCH SELLERS'
REPRESENTATIVE TAKES ON BEHALF OF THE SELLERS AND THEIR SHAREHOLDERS IN
ACCORDANCE WITH THE TERMS OF THIS LIMITED POWER OF ATTORNEY, EXCEPT IN THE CASE
OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SELLERS' REPRESENTATIVE.
(B)
EACH SELLER SHALL INDEMNIFY AND HOLD HARMLESS AND REIMBURSE THE
SELLERS' REPRESENTATIVE FROM AND AGAINST SUCH SELLER'S RATABLE SHARE OF ANY AND
ALL LIABILITIES, LOSSES, DAMAGES, CLAIMS, COSTS OR EXPENSES SUFFERED OR INCURRED
BY THE SELLERS' REPRESENTATIVE ARISING OUT OF OR RESULTING FROM ANY ACTION TAKEN
OR OMITTED TO BE TAKEN BY THE SELLERS' REPRESENTATIVE UNDER THIS AGREEMENT OR
THE OTHER TRANSACTION DOCUMENTS, OTHER THAN SUCH LIABILITIES, LOSSES, DAMAGES,
CLAIMS, COSTS OR EXPENSES ARISING OUT OF OR RESULTING FROM THE SELLERS'
REPRESENTATIVE'S GROSS