Nautilus 2006 Annual Report Download - page 175

This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made
herein and is irrevocable and shall not be terminated by any act of any of the Shareholders or Seller or by operation of law, or by the
occurrence of any other event. Each Shareholder and Seller hereby consents to the taking of any and all actions and the making of any
decisions required or permitted to be taken or made by the Selling Parties Representative pursuant to this Article 12.15.
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Where in this Agreement provision is made for any action to be taken or not taken by Seller, the Shareholders jointly and
severally undertake to cause Seller to take or not take such action, as the case may be. Without limiting the generality of the
foregoing, Seller and each Shareholder shall be jointly and severally liable for the indemnities set forth in Article 8.
Article 12.15
Representative of Seller and the Shareholders
.
(a) Seller and each of the Shareholders hereby appoint Bruno as their representative ("Selling Parties Representative") and their
true and lawful attorney in fact, with full power and authority in each of their names and on behalf of each of them:
(i)
to act on behalf of each of them in the absolute discretion of the Selling Parties Representative, but only with respect to
the following provisions of this Agreement, with the power to: (A) designate the accounts for payment of the Purchase
Price pursuant to Article 2.3; (B) act pursuant to Article 2.4 with respect to any Purchase Price adjustment; (C) act
under the Escrow Agreement; (D) give and receive notices pursuant to Article12.7; (E) terminate this Agreement
pursuant to Section 11.1 or waive any provision of this Agreement pursuant to Chapter 7, Article 11.1 and Article 12.6;
and (F) act in connection with any matter as to which Seller and each of the Shareholders, jointly and severally, have
obligations, or are Indemnified Persons, under Article 8; and
(ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates,
receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the provisions of this
Article 12.15.
(b)
Nautilus, Buyer and the Escrow Agent shall be entitled to rely upon any document or other paper delivered by the Selling
Parties Representative as (i) genuine and correct and (ii) having been duly signed or sent by the Selling Parties
Representative, and none of Nautilus, Buyer or the Escrow Agent shall be liable to any of the Shareholders or Seller for any
action taken or omitted to be taken by Nautilus or the Escrow Agent in such reliance.