Escrow Representative. (a) Xxxxxxx X. Xxxx is hereby designated by the Company and its stockholders to serve as the agent of such stockholders, as the initial Escrow Representative hereunder with respect to the matters set forth in this Article VII, and by his signature below Xx. Xxxx hereby acknowledges such appointment and agrees to serve in such capacity on the terms and subject to the conditions set forth herein and in the Escrow Agreement. Effective only upon the Effective Time, the Escrow Representative (including any successor or successors thereto) shall act as the representative of the Company Stockholders, and shall be authorized to act on behalf of the Company Stockholders and to take any and all actions required or permitted to be taken by the Escrow Representative under this Article VII with respect to any claims made by any Parent Indemnitee for indemnification pursuant to this Article VII (including, without limitation, the exercise of the power to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any claims for indemnification). The Escrow Representative shall be the only party entitled to assert the rights of the Company Stockholders hereunder and the Escrow Representative shall perform all of the obligations (other than payment) of the Company Stockholders under this Article VII. Any Person shall be entitled to rely on all statements, representations and decisions of the Escrow Representative.
Escrow Representative. (a) The Escrow Representative is hereby appointed as of the date hereof as the exclusive agent and attorney in fact of the Indemnifying Parties as the Escrow Representative for and on behalf of the Indemnifying Parties to give and receive notices and communications in connection with this Agreement and related matters, including in connection with claims for indemnification under this Article VII and to agree to, negotiate, and enter into settlements, adjustments and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Escrow Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Notwithstanding the foregoing, the Escrow Representative shall have no obligation to act on behalf of the Indemnifying Parties, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Escrow Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. Such agency may be changed by the Indemnifying Parties from time to time upon not less than ten (10) days prior written notice to Parent; provided, however, that the Escrow Representative may not be removed unless holders of a majority-in-interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Escrow Representative may be filled by the holders of a majority-in-interest of the Escrow Fund. No bond shall be required of the Escrow Representative. Notices or communications to or from the Escrow Representative shall constitute notice to or from the Indemnifying Parties. The powers, immunities and rights to indemnification granted to the Escrow Representative and the Advisory Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Indemnifying Party and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Indemnifying Party of the whole or any fraction of his, her or its interest in the Escrow Fund.
Escrow Representative. (a) Communications Investors LLC is hereby designated by the Company and its Company Common Equityholders to serve as the agent of such Company Common Equityholders, as the initial Escrow Representative hereunder with respect to the matters set forth in this Article VII and by its signature below it hereby acknowledges such appointment and agrees to serve in such capacity on the terms and subject to the conditions set forth herein and in the Escrow Agreement. Effective only upon the Effective Time, the Escrow Representative (including any successor or successors thereto) shall act as the representative of the Company Common Equityholders, and shall be authorized to act on behalf of the Company Common Equityholders and to take any and all actions required or permitted to be taken by the Escrow Representative under this Article VII with respect to any claims made by any Parent Indemnitee for indemnification pursuant to this Article VII (including, without limitation, the exercise of the power to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any claims for indemnification). The Escrow Representative shall be the only party entitled to assert the rights of the Company Common Equityholders hereunder and the Escrow Representative shall perform all of the obligations (other than payment) of the Company Common Equityholders under this Article VII. Any Person shall be entitled to rely on all statements, representations and decisions of the Escrow Representative. For the purposes of this Section 7.5, “Company Common Equityholders” means the holders of Company Common Stock and any Company Options immediately prior to the Effective Time.
Escrow Representative. (a) The Sellers hereby agree that it is desirable to designate an exclusive representative to act on behalf of the Sellers for certain limited purposes, as designated in this Section 11.13. The Sellers hereby designate Holdings as the initial representative for the Sellers (the “Escrow Representative”), and Holdings hereby accepts such designation subject to the terms set forth in this Section 11.13.
Escrow Representative. (a) In connection with and by virtue of the adoption of this Agreement by the Company Stockholders, each Escrow Participant shall be deemed to have irrevocably constituted and appointed the Escrow Representative as the true and lawful agent and attorney-in-fact of such Company Eligible Holder to act in the name, place and stead of such Escrow Participant with respect to the administration of the Escrow Fund on behalf of such Escrow Participant under the terms and provisions of this Agreement and the Escrow Agreement, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Escrow Participant, as the Escrow Representative shall deem necessary or appropriate in connection with the administration of the Escrow Fund and other responsibilities of the Escrow Representative contemplated under this Agreement and the Escrow Agreement.
Escrow Representative. Communications Investors LLC is hereby designated by Parent, the Company Stockholders and the Sponsors serve as the agent of such the Company Stockholders and the Sponsors, as the initial Escrow Representative hereunder and by its signature below it hereby acknowledges such appointment and agrees to serve in such capacity on the terms and subject to the conditions set forth in this Escrow Agreement. The Escrow Representative (including any successor or successors thereto) shall act as the representative of the Company Stockholders and the Sponsors, and shall be authorized to act on behalf of the Company Stockholders and the Sponsors and to take any and all actions required or permitted to be taken by the Escrow Representative under this Escrow Agreement. Any party to this Escrow Agreement shall be entitled to rely on all statements, representations and decisions of the Escrow Representative.
Escrow Representative. (a) The Seller hereby appoints Xxxxxx X. Xxxx as its agent and attorney-in-fact (the "Escrow Representative"), for and on behalf of Seller, to --------------------- give and receive notices and communications, to authorize payment to Buyer of cash from the Escrow Fund in satisfaction of claims by Buyer, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Escrow Representative for the accomplishment of the foregoing. Such agency may be changed by Seller from time to time upon not less than fifteen (15) days prior written notice to Buyer. No bond shall be required of the Escrow Representative, and any compensation the Escrow Representative receives for his or her services shall be paid by the Seller. Notices or communications to or from the Escrow Representative shall constitute notice to or from Seller.
Escrow Representative. (a) The Escrow Representative shall act as the true and lawful attorney-in-fact to act for and on behalf of the Indemnitors in all matters relating to or arising out of this Article XIII and the liability or asserted liability for such Indemnitor hereunder, including specifically, but without limitation, accepting and agreeing to the liability of such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the Losses for such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Escrow Representative shall deem appropriate in connection with any of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of the foregoing, all for the account of the Indemnitor, such Indemnitor agreeing to be fully bound by the acts, decisions and agreements of the Escrow Representative taken and done pursuant to the authority herein granted.
Escrow Representative. On the Closing Date, Buyer, the Representative and the Escrow Agent shall execute and deliver an Escrow Agreement substantially in the form of Annex B attached hereto (the "Escrow Agreement") in order to, among other things, to secure the indemnification obligations of Shareholders and to provide the Shareholders with security (i) for the payment by Buyer of the Promissory Notes issued herein and (ii) for Buyer's obligations under Section 2.06 to make the Anniversary Date Payment, as adjusted in accordance with Section 2.08. Within fifteen (15) Business Days after the Closing Date, Buyer shall deliver to the Escrow Agent the number of shares of the Buyer Common Stock with a fair market value on the Closing Date of (x) $2,760,000 (which is an amount equal to the parties' estimate of 120% of the Anniversary Date Payment) and (y) the aggregate face value of the Promissory Notes issued by Buyer in accordance herewith. The fair market value per share of Buyer Common Stock on the Closing Date shall be computed using the average closing bid price per share of Buyer Common Stock for the ten (10) trading days immediately preceding the Closing Date. Such shares of Buyer Common Stock are referred to herein as the "Escrow Shares." The Escrow Shares shall be payable to Buyer or to the Shareholders, as the case may be, in accordance with the terms set forth in the Escrow Agreement.
Escrow Representative
