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Common use of Appointment of Representative Clause in Contracts

Appointment of Representative. Each of the Stockholders hereby appoints Jamex X. Xxxxxx, Xx. xx its exclusive agent to act on its behalf with respect to any and all Stockholder Indemnity Claims and any and all NNN Indemnity Claims arising under this Agreement or such other representative as may be hereafter appointed by a majority in interest of the Stockholders. Such agent is hereinafter referred to as the "Representative." The Representative shall take, and the Stockholders agree that the Representative shall take, any and all actions which the Representative believes are necessary or appropriate under this Agreement for and on behalf of the Stockholders, as fully as if such parties were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against NNN, defending all NNN Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and NNN Indemnity Claims, conducting negotiations with NNN and its representatives regarding such claims, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. NNN shall have the right to rely upon all actions taken or omitted to be taken

Appears in 1 contract

Samples: Merger Agreement (Commercial Net Lease Realty Inc)

Appointment of Representative. Each of the Stockholders Holders hereby appoints Jamex X. XxxxxxA. ----------------------------- Xxxxxxx Lang, Xx. xx its Xxxxxx Xxxxxxx, Xxxx Xxxxxxxx and Xxxxxxx Xxxxxxxxx as such Holder's exclusive agent agents to act on its such Holder's behalf with respect to any and all Stockholder Indemnity Claims and any and all NNN Indemnity Claims arising under this Agreement Agreement. In such representative capacity, such persons or any person who shall succeed in such other representative as may be hereafter appointed by a majority in interest capacity pursuant to the terms of the Stockholders. Such agent is hereinafter Escrow Agreement referred to in Section 2.7 hereof, are sometimes referred to in this Agreement as the "RepresentativeRepresentatives." The Representative Representatives shall take, and the Stockholders Holders agree that the Representative Representatives shall take, any and all actions which the Representative believes they believe are necessary or appropriate under this Agreement for and on behalf of the StockholdersHolders, as fully as if such parties the Holders were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against NNN, defending all NNN Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and NNN Indemnity Claims, conducting negotiations with NNN the Parent and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Section 2.7 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. NNN Any action or determination to be made by the Representatives shall require the consent of a majority of the Representatives. The Parent and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be takentaken by the Representatives pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.

Appears in 1 contract

Samples: Merger Agreement (Lycos Inc)

Appointment of Representative. Each of the Stockholders hereby appoints Jamex X. Xxxxxx, Xx. xx its Xxxxx Xxxxxx as his or her exclusive agent to act on its his or her behalf with respect to any and all Stockholder Indemnity Claims and any and all NNN Acquisition Sub Indemnity Claims arising under this Agreement or such other representative as may be hereafter appointed by a majority in interest of the Stockholders. Such agent is hereinafter referred to as the "Representative." The Representative shall take, and the Stockholders agree that the Representative shall take, any and all actions which the Representative believes are necessary or appropriate under this Agreement for and on behalf of the Stockholders, as fully as if such parties the Stockholders were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against NNNAcquisition Sub and ARC, defending all NNN Acquisition Sub Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and NNN Acquisition Sub Indemnity Claims, conducting negotiations with NNN ARC and Acquisition Sub and its representatives regarding such claims, dealing with Acquisition Sub and ARC with respect to all matters arising under Section 11.6(b), taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. NNN Acquisition Sub and ARC shall have the right to rely upon all actions taken or omitted to be takentaken by the Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon each of the Stockholders.

Appears in 1 contract

Samples: Merger Agreement (Americasdoctor Com Inc)

Appointment of Representative. Each of the Stockholders (other than FARS) hereby appoints Jamex X. XxxxxxJames M. Seneff, Xx. xx Jr. as its exclusive agent to act on its behalf with respect to any and wixx xxxxxxx xx xxx xxd all Stockholder Indemnity Claims and any and all NNN CHP Indemnity Claims arising under this Agreement or and for such other representative as purposes specified in this Agreement. In the event that James M. Seneff, Jr. is unable or unwilling to serve in such capacixx, xxxx xxxxxxx xxxresentative of the Stockholders (other than FARS) may be hereafter appointed by a majority in interest of the StockholdersStockholders (other than FARS). Such agent is hereinafter herein referred to as the "Representative." The Representative shall take, and the Stockholders (other than FARS) agree that the Representative shall take, any and all actions which the Representative believes are necessary or appropriate under this Agreement for and on behalf of the StockholdersStockholders (other than FARS), as fully as if such parties Parties were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against NNNCHP, defending all NNN CHP Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and NNN CHP Indemnity Claims, conducting negotiations with NNN CHP and its representatives regarding such claims, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. NNN CHP shall have the right to rely upon all actions taken or omitted to be takentaken by the Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon the Stockholders (other than FARS). The Representative, acting pursuant to this Section 12.3, shall not be liable to any other Stockholder for any act or omission, except in connection with any act or omission that was the result of the Representative's bad faith or gross negligence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CNL Hotels & Resorts, Inc.)

Appointment of Representative. Each of the Stockholders Sellers hereby appoints Jamex Robexx X. Xxxxxx, Xx., xx if Robexx X. Xxxxxx, Xx. xx unwilling or unable to serve, Anthxxx Xxxxxxx xx the Sellers' Representative (the "Sellers' Representative") as his or its exclusive agent to act on his or its behalf with respect to (i) the rights and obligations granted to the Sellers' Representative under this Agreement and (ii) any and all Stockholder Indemnity Claims and claims for indemnity by or against any and all NNN Indemnity Claims Seller arising under this Agreement or such other representative as may be hereafter appointed by a majority in interest of the StockholdersAgreement. Such agent is hereinafter referred to as the "Representative." The Sellers' Representative shall take, and the Stockholders Sellers agree that the Sellers' Representative shall take, any and all actions which the Representative he believes are necessary or appropriate under this Agreement for and on behalf of the StockholdersSellers, as fully as if such parties the Sellers were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims claims for indemnity against NNNthe Purchaser, defending against all NNN Indemnity Claimsclaims for indemnity by the Purchaser, consenting to, compromising or settling all Stockholder Indemnity Claims and NNN Indemnity Claimsclaims for indemnity, conducting negotiations with NNN the Purchaser and its representatives regarding such claims, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. NNN The Purchaser shall have the right to rely upon all actions taken or omitted to be takentaken by the Sellers' Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon each of the Sellers. If neither Robexx X. Xxxxxx, Xx. xxx Anthxxx Xxxxxxx xxxll at any time be willing or able to serve as the Sellers' Representative, the majority in number of the Sellers shall inform the Purchaser as to the identity of the new Sellers' Representative within ten days of learning that neither Robexx X. Xxxxxx, Xx. xxx Anthxxx Xxxxxxx xxxll be willing or able to so serve.

Appears in 1 contract

Samples: Merger Agreement (Office Centre Corp)

Appointment of Representative. Each of the Stockholders (other than FARS) hereby appoints Jamex Jxxxx X. Xxxxxx, Xx. xx as its exclusive agent to act on its behalf with respect to any and all Stockholder Indemnity Claims and any and all NNN CHP Indemnity Claims arising under this Agreement or and for such other purposes specified in this Agreement. In the event that Jxxxx X. Xxxxxx, Xx. is unable or unwilling to serve in such capacity, then another representative as of the Stockholders (other than FARS) may be hereafter appointed by a majority in interest of the StockholdersStockholders (other than FARS). Such agent is hereinafter herein referred to as the "Representative." The Representative shall take, and the Stockholders (other than FARS) agree that the Representative shall take, any and all actions which the Representative believes are necessary or appropriate under this Agreement for and on behalf of the StockholdersStockholders (other than FARS), as fully as if such parties Parties were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against NNNCHP, defending all NNN CHP Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and NNN CHP Indemnity Claims, conducting negotiations with NNN CHP and its representatives regarding such claims, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. NNN CHP shall have the right to rely upon all actions taken or omitted to be takentaken by the Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon the Stockholders (other than FARS). The Representative, acting pursuant to this Section 12.3, shall not be liable to any other Stockholder for any act or omission, except in connection with any act or omission that was the result of the Representative’s bad faith or gross negligence.

Appears in 1 contract

Samples: Merger Agreement (CNL Hospitality Properties Inc)

Appointment of Representative. 43.1. Each Seller and the Corporation, but only in the case of the Stockholders hereby appoints Jamex X. Xxxxxx, Xx. xx its exclusive agent to act on its behalf Corporation with respect to any matter arising prior to the date of Closing, irrevocably constitutes and all Stockholder Indemnity Claims appoints Xxxxx Xxxxx as the “Representative,” with full and unqualified power to delegate to one or more Persons the authority granted to it hereunder, to act as such Person’s true and lawful attorney-in-fact and agent, with full power of substitution, and authorizes the Representative acting for such Person and in such Person’s name, place and stead, in any and all NNN Indemnity Claims arising under capacities to do and perform every act and thing required or permitted to be done in connection with the transactions contemplated by this Agreement or such other representative as may be hereafter appointed by a majority in interest of the Stockholders. Such agent is hereinafter referred to as the "Representative." The Representative shall take, and the Stockholders agree that other transaction agreements, as fully to all intents and purposes as such Person might or could do in person, including: a. to determine the Representative shall taketime and place of Closing, to determine whether the conditions to effect the Closing set forth in Section 35 have been satisfied (or to waive such conditions); b. to take any and all actions which action on behalf of such Sellers and the Corporation from time to time as Representative believes are may deem necessary or appropriate under desirable to fulfill the interests and purposes of this Agreement for and the other transaction agreements and to engage agents and representatives (including accountants and legal counsel) to assist in connection therewith, including the consummation of the transactions as contemplated hereby, including without limitation executing and delivering the PPP Escrow Agreement and the Escrow Agreement and taking actions thereunder on behalf of the StockholdersSellers; c. to negotiate, execute and deliver any amendments to and terminations of this Agreement and the other transaction agreements and to prepare any modification to the Schedules; d. to give such orders and instructions as Representative in her sole discretion shall determine with respect to this Agreement and the other transaction agreements and the transactions contemplated hereby and thereby; e. to retain a portion of the Purchase Price for payment of expenses relating to the transactions or the obligations of the Sellers and the Representative arising under or in connection with this Agreement and maintain a reserve for a period of time in connection with the payment of such expenses or obligations (which is anticipated to be handled by electing to hold some of the Purchase Price in escrow with the Escrow Agent after the Closing), and to incur and pay such expenses and obligations out of such reserve as Representative deems appropriate in her sole discretion. To the extent the Representative does not use such reserves for payment of the expenses or obligations as described in this Section 43.1(e), any distribution of the unused reserves to the Shareholders shall be on a proportionate basis per their respective total stock ownership set forth on Schedule 18 attached hereto. f. to take all actions necessary to handle and resolve claims by or against Purchaser for indemnification by such Sellers under this Agreement; g. to retain and to pay legal counsel and other professionals in connection with any and all matters referred to herein or relating hereto or any other transaction agreements (which counsel or other professionals may, but need not, be counsel or other professionals engaged by the Corporation); and h. to make, exchange, acknowledge, deliver, amend and terminate all such other contracts, powers of attorney, orders, receipts, notices, requests, instructions, certificates, letters and other writings, and in general to do all things and to take all actions, that Representative in her sole discretion may consider necessary or proper in connection with or to carry out the aforesaid, as fully as could such Sellers or the Corporation if personally present and acting. 43.2. The Representative shall not take any action that is detrimental to any individual Seller or only relates to certain Sellers without first consulting with the affected Seller or Sellers. Representative will promptly notify all Sellers of any action taken by Representative pursuant to this Section 43 or any notice received from Purchaser in respect of the Agreement and any other documents executed in connection with it. 43.3. Each of the Sellers and the Corporation hereby irrevocably grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the matters described above, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that Representative may lawfully do or cause to be done by virtue hereof, including without limitation executing and delivering any transaction agreement and any other agreements, instruments and consents on behalf of any of the Sellers. Each of the Sellers and the Corporation further agrees not to take any action inconsistent with the terms of this Section 43.3 or with the actions (or decisions not to act) of Representative hereunder, and in any case shall not take any action or other position under this Agreement without the consent of Representative. To the extent of any inconsistency between the actions (or decisions not to act) of Representative and of any Seller or the Corporation hereunder, the actions (or decisions not to act) of Representative shall control. EACH SELLER ACKNOWLEDGES THAT IT IS HIS, HER OR ITS EXPRESS INTENTION TO HEREBY GRANT A DURABLE POWER OF ATTORNEY UNTO REPRESENTATIVE AND THAT THIS DURABLE POWER OF ATTORNEY IS NOT AFFECTED BY SUBSEQUENT INCAPACITY OF SUCH SELLER. Each of the Sellers and the Corporation further acknowledges that this power of attorney is coupled with an interest and irrevocable, and agrees that upon execution of this Agreement, any delivery by Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by Representative pursuant to this Section 43.3, such Seller and the Corporation shall be bound by such documents as fully as if such parties were acting on their own behalfSeller and the Corporation had executed and delivered such documents, including, without limitation, asserting Stockholder Indemnity Claims against NNN, defending all NNN Indemnity Claims, consenting to, compromising and any action (or settling all Stockholder Indemnity Claims and NNN Indemnity Claims, conducting negotiations with NNN and its representatives regarding such claims, taking any and all other actions specified in decision not to act) taken or contemplated otherwise implemented by Representative under this Agreement shall be binding upon all Sellers and engaging counselthe Corporation. 43.4. Each Seller agrees that Purchaser shall be entitled to rely on any action taken by Representative, accountants on behalf of Sellers pursuant to Section 43.1 above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each such Seller as fully as if such Person had taken such Authorized Action. No Seller shall bring, and each Seller hereby waives any right to bring, any legal proceeding against Purchaser as a result of any actions or inactions of Representative, unless such action or inaction constitutes willful misconduct. 43.5. Any indemnity, liability, payment, or other representatives requirements (collectively “Risk”) assumed by Representative in this Agreement shall be assumed by and apply to each of the Sellers individually proportionate to their total stock ownership as set forth in Schedule 18. Each of the Sellers agree that should any Risk arise, then the Sellers will contribute resources and time to mitigating or resolving the Risk. Each of the Sellers explicitly agree to indemnify and hold Representative harmless for any Risk brought against the Representative arising out of or relating to this transaction, except for actions where the Representative has engaged in willful misconduct. 43.6. In the event of the death or permanent disability of Representative or her resignation, a successor Representative shall be appointed by a majority vote of the holders of issued and outstanding shares of Class A voting common stock of the Corporation immediately prior to the Closing (as set forth in Schedule 18), with each such holder (or such holder’s successors or assigns) to be given a vote equal to the number of votes represented by the percentage of the Corporation’s outstanding Class A voting common stock interests held by such holder immediately prior to the Closing, and in that event (i) all Sellers shall be promptly notified of such appointment, and (ii) such appointment shall be binding upon all the Sellers. 43.7. Representative shall not be liable to any of the Sellers for any act done or omitted hereunder as Representative while acting in good faith (and any act done or omitted pursuant to the advice of professional advisors (including attorneys and accountants) shall be conclusive evidence of such good faith) and without willful misconduct. Each Seller shall defend and indemnify Representative and hold him harmless from and against any Losses incurred without willful misconduct on the part of Representative that arise out of or in connection with the foregoing mattersacceptance or administration of her duties hereunder, including any out-of-pocket costs and expenses (including legal and accounting fees and expense) reasonably incurred by Representative. NNN The indemnification obligations of each Seller shall have the right be proportionate to their total stock ownership as set forth in Schedule 18. 43.8. In performance of Representative’s duties, Representative shall be entitled to rely upon all actions taken the Schedules and upon the representations and warranties made by the Sellers as correct and complete. Representative may rely upon as correct the information supplied to Representative by the Corporation prior to the date of Closing, any professional advisors (including accountants and attorneys) of any Seller, and any professional advisors of the Corporation prior to the date of Closing. 43.9. Purchaser shall be entitled to rely on the foregoing designation and powers set forth in Sections 43.1 – 43.8, and each Seller hereby waives any claim against Purchaser based on the foregoing sections or omitted to be takenany act of the Representative whether or not authorized by this Section 43.

Appears in 1 contract

Samples: Stock Purchase and Acquisition Agreement (Futuris Co)

Appointment of Representative. Each of the Stockholders Holders hereby appoints Jamex X. Xxxxxx, Xx. xx its Brad Xxxer as such Holder's exclusive agent to act on its such Holder's behalf with respect to any and all Stockholder Indemnity Claims and any and all NNN Indemnity Claims arising under this Agreement Agreement. In such representative capacity, Brad Xxxer or any person who shall succeed in such other representative as may be hereafter appointed by a majority in interest capacity pursuant to the terms of the Stockholders. Such agent is hereinafter Escrow Agreement referred to in Sections 8.8 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Stockholders Holders agree that the Representative shall take, any and all actions which the Representative he believes are necessary or appropriate under this Agreement for and on behalf of the StockholdersHolders, as fully as if such parties the Holders were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against NNN, defending all NNN Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and NNN Indemnity Claims, conducting negotiations with NNN the Parent and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.8 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. NNN The Parent and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be takentaken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders. The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and in the exercise of reasonable judgment; and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Holders shall severally and pro rata, indemnify the Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of their duties hereunder under this Agreement or the Escrow Agreement.

Appears in 1 contract

Samples: Merger Agreement (Go2net Inc)

Appointment of Representative. Each of the Stockholders Holders hereby appoints Jamex X. Xxxxxx, Xx. xx its Xxxxxxx Sun as such Holder's exclusive agent to act on its such Holder's behalf with respect to any and all Stockholder Indemnity Claims and any and all NNN Indemnity Claims arising under this Agreement Agreement. In such representative capacity, Xxxxxxx Sun or any person who shall succeed in such other representative as may be hereafter appointed by a majority in interest capacity pursuant to the terms of the Stockholders. Such agent is hereinafter Escrow Agreement referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Stockholders Holders agree that the Representative shall take, any and all actions which the Representative he believes are necessary or appropriate under this Agreement for and on behalf of the StockholdersHolders, as fully as if such parties the Holders were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against NNN, defending all NNN Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and NNN Indemnity Claims, conducting negotiations with NNN the Parent and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. NNN The Parent and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be takentaken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.

Appears in 1 contract

Samples: Merger Agreement (Lycos Inc)

Appointment of Representative. Each of the Stockholders Holders hereby appoints Jamex X. Xxxxxx, Xx. xx its Xxx Xxxxxxxxx as such individuals' exclusive agent to act on its such individuals' behalf with respect to any and all Stockholder Indemnity Claims and any and all NNN Indemnity Claims arising under this Agreement Agreement. In such representative capacity, or any person who shall succeed in such other representative as may be hereafter appointed by a majority in interest capacity pursuant to the terms of the Stockholders. Such agent is hereinafter Escrow Agreement referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Stockholders Holders agree that the Representative shall take, any and all actions which the Representative he believes are necessary or appropriate under this Agreement for and on behalf of the StockholdersHolders, as fully as if such parties the Holders were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against NNN, defending all NNN Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and NNN Indemnity Claims, conducting negotiations with NNN the Indemnified Parties and its representatives regarding such claims, dealing with the Indemnified Parties and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. NNN The Indemnified Parties and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be takentaken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.

Appears in 1 contract

Samples: Merger Agreement (On2com Inc)

Appointment of Representative. (a) Each Member, by the execution of the Stockholders this Agreement, hereby appoints Jamex X. Xxxxxx, Xx. xx its Xxxxx Xxxxxx (the “Member Representative”) as his exclusive agent to act on its his behalf with respect to any and all Stockholder Indemnity Claims and any and all NNN Indemnity Claims matters arising under this Agreement or such other representative as may be hereafter appointed by a majority in interest of the Stockholders. Such agent is hereinafter referred to as the "Representative." The Representative shall take, and the Stockholders agree that the Representative shall takeEscrow Agreement, any and all actions which the Representative believes are necessary or appropriate under this Agreement for and on behalf of the Stockholders, as fully as if such parties were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against NNN, defending all NNN Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and NNN Indemnity Claims, conducting negotiations with NNN and its representatives regarding such claims, taking to take any and all other actions specified in or contemplated by this Agreement and the Escrow Agreement in connection therewith, including, but not limited to, (i) actions pursuant to Sections 1.14, 1.15 and 9.6 of this Agreement, (ii) Article II of the Escrow Agreement, (iii) making any amendments to this Agreement and the Escrow Agreement, and (iv) engaging counsel, accountants or other representatives in connection with the foregoing matters. NNN The Member Representative shall take, and the Members agree that the Member Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the Members with respect to the matters specified, as fully as if the Members were acting on their own behalf, including, without limitation, dealing with Parent, the Auditor and the Escrow Agent. Parent and the Escrow Agent shall have the right to rely upon all actions taken or omitted to be takentaken by the Member Representative pursuant to this Agreement or the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Members.

Appears in 1 contract

Samples: Merger Agreement (Bimini Mortgage Management Inc)

Appointment of Representative. Each of the Stockholders Holders hereby ----------------------------- appoints Jamex Xxxxx X. Xxxxxx, Xx. xx its Xxxxxx as such Holder's exclusive agent to act on its such Holder's behalf with respect to any and all Stockholder Indemnity Claims and any and all NNN Indemnity Claims arising under this Agreement Agreement. In such representative capacity, or any person who shall succeed in such other representative as may be hereafter appointed by a majority in interest capacity pursuant to the terms of the Stockholders. Such agent is hereinafter Escrow Agreement referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Stockholders Holders agree that the Representative shall take, any and all actions which the Representative he believes are necessary or appropriate under this Agreement for and on behalf of the StockholdersHolders, as fully as if such parties the Holders were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against NNN, defending all NNN Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and NNN Indemnity Claims, conducting negotiations with NNN the Parent and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. NNN The Parent and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be takentaken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.

Appears in 1 contract

Samples: Merger Agreement (Lycos Inc)

Appointment of Representative. Each of the Stockholders Holders hereby ----------------------------- appoints Jamex X. Xxxxxx, Xx. xx its Xxxxxxx Sun as such Holder's exclusive agent to act on its such Holder's behalf with respect to any and all Stockholder Indemnity Claims and any and all NNN Indemnity Claims arising under this Agreement Agreement. In such representative capacity, Xxxxxxx Sun or any person who shall succeed in such other representative as may be hereafter appointed by a majority in interest capacity pursuant to the terms of the Stockholders. Such agent is hereinafter Escrow Agreement referred to in Sections 8.5 and 9.5 hereof, is sometimes referred to in this Agreement as the "Representative." The Representative shall take, and the Stockholders Holders agree that the Representative shall take, any and all actions which the Representative he believes are necessary or appropriate under this Agreement for and on behalf of the StockholdersHolders, as fully as if such parties the Holders were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against NNN, defending all NNN Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and NNN Indemnity Claims, conducting negotiations with NNN the Parent and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. NNN The Parent and such Escrow Agent shall have the right to rely upon all actions taken or omitted to be takentaken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lycos Inc)

Appointment of Representative. Each of the Stockholders hereby appoints Jamex X. Xxxxxx, Xx. Shelxxx Xxxxxx xx its his exclusive agent to act on its his behalf with respect to any and all Stockholder Indemnity Claims and any and all NNN Purchaser Indemnity Claims arising under this Agreement or such other representative as may be hereafter appointed by a majority in interest of the Stockholders. Such agent is hereinafter referred to as the "Representative." The Representative shall take, and the Stockholders agree that the Representative shall take, any and all actions which the Representative believes are necessary or appropriate under this Agreement for and on behalf of the Stockholders, as fully as if such parties the Stockholders were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against NNNthe Purchaser, defending all NNN Purchaser Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and NNN Purchaser Indemnity Claims, conducting negotiations with NNN the Purchaser and its representatives regarding such claims, dealing with the Purchaser and the Escrow Agent under the Escrow Agreement referred to in Section 10.6 with respect to all matters arising under such Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. NNN The Purchaser shall have the right to rely upon all actions taken or omitted to be takentaken by the Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon each of the Stockholders.

Appears in 1 contract

Samples: Stock Purchase Agreement (Snyder Communications Inc)

Appointment of Representative. (a) Each of the Stockholders Principal Shareholders hereby irrevocably constitutes and appoints Jamex X. Xxxxxx, Xx. xx its exclusive Xxxxxx Xxxxx as such Principal Shareholder's true and lawful agent and attorney-in-fact to act on its such Principal Shareholder's behalf with respect to any and all Stockholder Indemnity Claims and Claims. In such representative capacity, Xxxxxx Xxxxx, or any and all NNN Indemnity Claims arising under person who shall succeed in such representative capacity pursuant to the terms of this Agreement, is referred to in this Agreement or such other representative as may be hereafter appointed by a majority in interest of the Stockholders. Such agent is hereinafter referred to as the "Representative." ". The Representative shall take, and the Stockholders Principal Shareholders agree that the Representative shall take, any and all actions which the Representative he believes are necessary or appropriate under this Agreement for and on behalf of the StockholdersPrincipal Shareholders, as fully as if such parties the Principal Shareholders were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against NNN, defending all NNN Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and NNN Indemnity Claims, conducting negotiations with NNN Parent and its representatives regarding such claims, dealing with Parent and the Escrow Agent under this Agreement with respect to all matters arising under this Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. NNN Parent and the Escrow Agent shall have the right to rely upon all actions taken or omitted to be takentaken by the Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon each of the Principal Shareholders. The Representative shall have reasonable access to information of and concerning any Indemnity Claim and which is in the possession, custody or control of the Company and the reasonable assistance of

Appears in 1 contract

Samples: Indemnification and Escrow Agreement (Lycos Inc)