Common use of Appointment; Authorization Clause in Contracts

Appointment; Authorization. Pursuant to this Agreement, effective as of the Signing Date, each of the Sellers hereby appoints Shareholder Representative as such Seller’s true and lawful agent and attorney-in-fact to represent such Seller for all purposes of each of this Agreement, including taking any and all actions as Shareholder Representative under this Agreement, and the Escrow Agreement, including taking any and all actions as Shareholder Representative under the Escrow Agreement, and Shareholder Representative hereby accepts such appointment. Without limiting the generality of the foregoing, each Seller hereby authorizes Shareholder Representative to take the following actions and all other actions as Shareholder Representative shall, in Shareholder Representative’s sole discretion, deem appropriate in connection therewith: (i) receive all notices or documents given or to be given to such Seller by Buyer or any of its Affiliates pursuant to this Agreement or the Escrow Agreement in connection herewith or therewith and to receive and accept service of legal process on behalf of such Seller in connection with any damages arising under or relating to this Agreement or the Escrow Agreement; (ii) (A) deliver to Buyer at Closing, as applicable, all certificates and documents to be delivered to Buyer by such Seller pursuant to this Agreement, together with any other certificates and documents executed by such Seller and deposited with Shareholder Representative for such purpose, and (B) deliver to the Escrow Agent all notices, certificates and documents required by the Escrow Agent or required to be delivered pursuant to the Escrow Agreement; (iii) engage counsel, and such accountants and other Representatives for such Seller and incur such other expenses on behalf of such Seller in connection with this Agreement or the Escrow Agreement as Shareholder Representative may, in each case and in Shareholder Representative’s sole discretion, deem appropriate; (iv) interpret any and all of the terms and provisions of this Agreement or the Escrow Agreement; (v) consent to any amendment or waiver of any of the terms or provisions this Agreement or the Escrow Agreement; (vi) receive all documents or certificates and make all determinations on behalf of such Seller as required under this Agreement and receive all notices, documents, Escrow Funds (as defined in the Escrow Agreement) or certificates and make all determinations on behalf of such Seller as required under the Escrow Agreement; and (vii) defend, compromise and settle any claims (A) for which indemnification is sought from or by Sellers and Buyer pursuant to this Agreement, and (B) for which Escrow Funds are sought from or by Buyer or Shareholder Representative pursuant to the Escrow Agreement.

Appointment; Authorization. Pursuant In order to administer efficiently the defense or settlement of any dispute pursuant to Article 3 or any Parent Claim for which indemnification to any Parent Indemnified Party may be required pursuant to Article 9 and to administer efficiently the notice provisions under this Agreement, the Payments Administration Agreement and the Escrow Agreement, within 15 Business Days following the Option Exercise Date, the Company shall nominate and appoint Shareholder Representative Services LLC, a Colorado limited liability company, or such other person as is reasonably acceptable to Parent, as the “Stockholder Representative” and deliver to Parent a signed joinder of the Stockholder Representative agreeing to the terms and conditions applicable to the Stockholder Representative set forth in this Agreement. All Company Holders, by voting in favor of the adoption of this Agreement, the approval of the principal terms of the Option, the approval of the principal terms of the Merger, and the consummation of the Merger, participation in the Merger or acceptance of any portion of the Total Merger Consideration pursuant to this Agreement, effective as irrevocably nominate and appoint, and, in each Company Holder’s Letter of Transmittal shall expressly and irrevocably nominate and appoint the Signing Date, each of the Sellers hereby appoints Shareholder Stockholder Representative as such Seller’s true and lawful agent and their exclusive agent, attorney-in-fact and representative (with full power of substitution), with the right to: (i) take all action necessary, desirable or expressly permitted by this Agreement or any other Transaction Document; (ii) without limiting the foregoing, take all action in connection with the defense, prosecution or settlement of any dispute pursuant to represent such Seller Article 3 or any Claim pursuant to Article 9; (iii) give and receive all notices required or permitted to be given under this Agreement or the other Transaction Documents; (iv) contract with organizational stockholder representative vendors to perform the duties and responsibilities of the Stockholder Representative hereunder; and (v) take all actions necessary or appropriate in the good faith judgment of the Stockholder Representative for all purposes the accomplishment of each the foregoing. By the Stockholder Representative’s execution of this Agreement, including taking any and all actions as Shareholder Representative under this Agreement, and the Escrow Agreement, including taking any and all actions as Shareholder Representative under the Escrow Agreement, and Shareholder Stockholder Representative hereby accepts such appointment. Without limiting the generality of the foregoing, each Seller hereby authorizes Shareholder Representative to take the following actions and all other actions as Shareholder Representative shall, in Shareholder Representative’s sole discretion, deem appropriate in connection therewith: (i) receive all notices or documents given or to be given to such Seller by Buyer or any of its Affiliates pursuant to this Agreement or the Escrow Agreement in connection herewith or therewith and to receive and accept service of legal process on behalf of such Seller in connection with any damages arising under or relating to this Agreement or the Escrow Agreement; (ii) (A) deliver to Buyer at Closing, as applicable, all certificates and documents to be delivered to Buyer by such Seller pursuant to this Agreement, together with any other certificates and documents executed by such Seller and deposited with Shareholder Representative for such purpose, and (B) deliver to the Escrow Agent all notices, certificates and documents required by the Escrow Agent or required to be delivered pursuant to the Escrow Agreement; (iii) engage counsel, and such accountants and other Representatives for such Seller and incur such other expenses on behalf of such Seller in connection with this Agreement or the Escrow Agreement as Shareholder Representative may, in each case and in Shareholder Representative’s sole discretion, deem appropriate; (iv) interpret any and all of the terms and provisions of this Agreement or the Escrow Agreement; (v) consent to any amendment or waiver of any of the terms or provisions this Agreement or the Escrow Agreement; (vi) receive all documents or certificates and make all determinations on behalf of such Seller as required under this Agreement and receive all notices, documents, Escrow Funds (as defined in the Escrow Agreement) or certificates and make all determinations on behalf of such Seller as required under the Escrow Agreement; and (vii) defend, compromise and settle any claims (A) for which indemnification is sought from or by Sellers and Buyer pursuant to this Agreement, and (B) for which Escrow Funds are sought from or by Buyer or Shareholder Representative pursuant to the Escrow Agreement.

Appointment; Authorization. Pursuant The Stockholders, Company, Buyer and MergerCo each hereby acknowledges and agrees that Xxxx Xxxxxx shall have full, sole and exclusive power and authority to take all actions which he believes are necessary or appropriate under this Agreement, effective as Agreement and any other Transaction Agreement (whether on behalf of himself and/or any of the Signing Date, each of the Sellers hereby appoints Shareholder Representative as such Seller’s true and lawful agent and attorney-in-fact to represent such Seller for all purposes of each of this AgreementStockholders), including taking any and all actions as Shareholder Representative under this Agreement, and the Escrow Agreement, including taking any and all actions as Shareholder Representative under the Escrow Agreement, and Shareholder Representative hereby accepts such appointment. Without limiting the generality of the foregoing, each Seller hereby authorizes Shareholder Representative to take the following actions and all other actions as Shareholder Representative shall, in Shareholder Representative’s sole discretion, deem appropriate in connection therewith: without limitation: (i) receive all notices giving and receiving any notices, documents and instructions permitted or documents given or to be given to such Seller by Buyer or any of its Affiliates pursuant to required under this Agreement or the Escrow Agreement in connection herewith or therewith any other Transaction Agreement; (ii) receiving and to receive and accept service of accepting legal process on behalf of such Seller in connection with any damages suit or Proceeding arising under or relating to this Agreement or the Escrow Agreement; (ii) (A) deliver to Buyer at Closing, as applicable, all certificates and documents to be delivered to Buyer by such Seller pursuant to this Agreement, together with any other certificates and documents executed by such Seller and deposited with Shareholder Representative for such purpose, and (B) deliver to the Escrow Agent all notices, certificates and documents required by the Escrow Agent or required to be delivered pursuant to the Escrow Transaction Agreement; ; (iii) engage counsel, and such accountants and other Representatives for such Seller and incur such other expenses on behalf of such Seller in connection with this Agreement or the Escrow Agreement as Shareholder Representative may, in each case and in Shareholder Representative’s sole discretion, deem appropriate; (iv) interpret any and interpreting all of the terms and provisions of this Agreement or the Escrow any other Transaction Agreement; ; (iv) authorizing payments to be made with respect to this Agreement and any other Transaction Agreement; (v) bringing claims with respect to, or waiving, any inaccuracies in the representation and warranties of Buyer and MergerCo contained in this Agreement or any other Transaction Agreement; (vi) taking all other actions specified in or contemplated by this Agreement or any other Transaction Agreement; and (vii) engaging counsel, accountants or other representatives in connection with any of the foregoing matters. Without limiting the generality of the foregoing, the Investors’ Representative shall have the full, sole and exclusive power and authority on behalf of itself and the Stockholders, to consent to any amendment hereof or waiver of any of other Transaction Agreement. The Company, Buyer and MergerCo hereby agree to, and shall cause their respective directors, officers, employees and representatives to, correspond exclusively with the terms or provisions this Agreement or the Escrow Agreement; (vi) receive Investors’ Representative on any and all documents or certificates and make all determinations on behalf of such Seller as required under this Agreement and receive all notices, documents, Escrow Funds (as defined in the Escrow Agreement) or certificates and make all determinations on behalf of such Seller as required under the Escrow Agreement; and (vii) defend, compromise and settle any claims (A) for which indemnification is sought from or by Sellers and Buyer pursuant matters related to this Agreement, any other Transaction Agreement or any and (B) for which Escrow Funds are sought from or all transactions contemplated hereby and thereby. Any decision and/or action taken by Buyer or Shareholder the Investors’ Representative pursuant to the Escrow Agreementauthority granted herein shall be effective and absolutely binding upon all of the Stockholders and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same.

Appointment; Authorization. Pursuant (a) Each of the First Lien Administrative Agent (for itself and on behalf of each First Lien Lender Party) and each First Lien Commodity Hedge Counterparty hereby irrevocably designates and appoints CLMG as First Lien Collateral Agent under this Agreement and the other First Lien Documents. If any of the Loan Parties proposes to grant any Second Lien on the Collateral to secure its obligations under a Permitted Commodity Hedge and Power Sale Agreement, the proposed initial Second Lien Secured Parties, in consultation with the Borrower, shall appoint a collateral agent as Second Lien Collateral Agent under this Agreement and the other Second Lien Documents pursuant to a written instrument signed by such Second Lien Collateral Agent and acknowledged by the First Lien Collateral Agent and the Borrower, in which such Second Lien Collateral Agent accepts its appointment and agrees to be bound by all the terms and conditions of this Agreement and the Second Lien Documents applicable to the Second Lien Collateral Agent. Upon execution of such instrument the Second Lien Collateral Agent shall become a party hereto in its capacity as Second Lien Collateral Agent. (b) Each of the First Lien Administrative Agent (on behalf of itself and each First Lien Lender Party), each First Lien Commodity Hedge Counterparty and each Second Lien Secured Party irrevocably authorize the First Lien Collateral Agent and, upon the appointment of any such Agent, the Second Lien Collateral Agent, as applicable, to (i) execute, deliver and perform the obligations, if any, of the First Lien Collateral Agent or Second Lien Collateral Agent, as applicable, under this Agreement and each other Financing Document and (ii) take such action on its behalf under the provisions of this Agreement and the other Financing Documents and to exercise such powers and perform such duties as are expressly delegated to such Collateral Agent by the terms of this Agreement and the other Financing Documents, together with such other powers as are reasonably incidental thereto. As to any matters not expressly provided for in the Financing Documents (including, without limitation, enforcement or collection of the obligations of the Secured Parties), no Collateral Agent shall be required to exercise any discretion or take any action but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of (subject to Section 9.4) (A) prior to the Discharge of First Lien Obligations, the Required First Lien Secured Parties and (B) after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, the Required Second Lien Secured Parties, and such instructions shall be binding upon all First Lien Secured Parties and Second Lien Secured Parties, as applicable; provided, however, that no Agent shall be required to take any action that exposes such Agent to personal liability or that is contrary to this Agreement, effective as of the Signing Date, each of the Sellers hereby appoints Shareholder Representative as such Seller’s true and lawful agent and attorney-in-fact to represent such Seller for all purposes of each of this Agreement, including taking any and all actions as Shareholder Representative under this Agreement, and the Escrow Agreement, including taking any and all actions as Shareholder Representative under the Escrow Agreement, and Shareholder Representative hereby accepts such appointment. Without limiting the generality Agreement or applicable law. (c) In furtherance of the foregoing, each Seller hereby authorizes Shareholder Representative to take of the following actions First Lien Administrative Agent (for itself and all other actions as Shareholder Representative shall, in Shareholder Representative’s sole discretion, deem appropriate in connection therewith: (i) receive all notices or documents given or to be given to such Seller by Buyer or any of its Affiliates pursuant to this Agreement or the Escrow Agreement in connection herewith or therewith and to receive and accept service of legal process on behalf of such Seller in connection with any damages arising under or relating to this Agreement each First Lien Lender Party), each First Lien Commodity Hedge Counterparty and each Second Lien Secured Party hereby appoints and authorizes the First Lien Collateral Agent or the Escrow Agreement; (ii) (A) deliver to Buyer at ClosingSecond Lien Collateral Agent, as applicable, all certificates to act as its agent for purposes of acquiring, holding and documents to be delivered to Buyer by such Seller pursuant to this Agreement, together with any other certificates and documents executed by such Seller and deposited with Shareholder Representative for such purpose, and (B) deliver to the Escrow Agent all notices, certificates and documents required by the Escrow Agent or required to be delivered pursuant to the Escrow Agreement; (iii) engage counsel, and such accountants and other Representatives for such Seller and incur such other expenses on behalf of such Seller in connection with this Agreement or the Escrow Agreement as Shareholder Representative may, in each case and in Shareholder Representative’s sole discretion, deem appropriate; (iv) interpret enforcing any and all of the terms and provisions of this Agreement or the Escrow Agreement; (v) consent to any amendment or waiver of any of the terms or provisions this Agreement or the Escrow Agreement; (vi) receive all documents or certificates and make all determinations Liens on behalf of such Seller as required under this Agreement and receive all notices, documents, Escrow Funds (as defined in the Escrow Agreement) or certificates and make all determinations on behalf of such Seller as required under the Escrow Agreement; and (vii) defend, compromise and settle any claims (A) for which indemnification is sought from or Collateral granted by Sellers and Buyer pursuant to this Agreement, and (B) for which Escrow Funds are sought from or by Buyer or Shareholder Representative pursuant to the Escrow Agreement.any