Actions by Sellers’ Representative. Subject to complying with any terms and conditions that may be set forth in the engagement letter with Shareholder Representative Services LLC, the actions taken by Sellers Representative may include, but are not limited to: (1) giving and receiving notices and communications pursuant to this Agreement, any Joinder and Letter of Transmittal, or the Escrow Agreement and making and receiving service of process in any Proceeding arising out of or related to this Agreement, any Joinder and Letter of Transmittal, or the Escrow Agreement, and instituting, conducting or defending any Proceeding; (2) agreeing to, negotiating, entering into settlements and compromises of, and demanding and conducting dispute resolution with respect to, any Proceeding or other dispute arising out of or related to this Agreement, any Joinder and Letter of Transmittal or the Escrow Agreement, and complying with orders of courts and awards of arbitrators with respect to such matters; (3) effecting any amendment to this Agreement or the Escrow Agreement that Sellers Representative deems necessary or desirable; (4) executing and delivering on behalf of any Seller any document that may be executed and delivered pursuant to this Agreement, any Joinder and Letter of Transmittal or the Escrow Agreement; and (5) taking all actions necessary or appropriate in the judgment of Sellers Representative for the accomplishment of the foregoing.
Actions by Sellers’ Representative. Sellers’ Representative is hereby authorized to act independently and shall have authority to take action and to execute and deliver any and all documents, agreements, instruments, and certificates as he deems necessary or appropriate in furtherance of his obligations hereunder.
Actions by Sellers’ Representative. As soon as practicable after receipt of the Sellers Third Party Expenses in accordance with Article 6.3.2(d), the Sellers’ Representative shall pay to the Advisors the payments due to each such Advisor in accordance with the applicable Advisor Settlement Agreement.
