Appointment of Seller Representative. Each Seller hereby appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectively, the "Seller Representative") as the true and lawful agent and attorney-in-fact of such Seller with full power of substitution. Any action or decision to be made by the Seller Representative shall require the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority to take such actions and exercise such discretion as is required of the Seller Representative pursuant to the terms of this Agreement and the Escrow Agreement (and any such actions shall be binding on each Seller) including the following:
(a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers;
(b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement;
(c) to receive any payments due under this Agreement and acknowledge receipt for such payments;
(d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing;
(e) to terminate this Agreement;
(f) to receive service of process in connection with any claims under this Agreement;
(g) to give and receive all notices permitted hereunder; and
(h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this Agreement.
Appointment of Seller Representative. (a) Each Seller hereby appoints the Seller Representative as the attorney-in-fact and agent for and on behalf of such Seller and its respective heirs, successors and assigns with respect to the disposition, settlement or other handling of the post-Closing adjustment contemplated by Section 2.9, the calculation and payment of any Tax Indemnity Amount under Section 6.6(a), Customer Retention Contingent Purchase Price under Section 2.10, the Accounts Receivable Contingent Purchase Price under Section 2.11, indemnification issues under Article X and all other rights or obligations arising under Section 2.9, Section 2.10, Section 2.11 and Article X and other post-Closing matters, issues and disputes and the taking by the Seller Representative, for and on behalf of the Sellers, of any and all actions and the making of any decisions required or permitted to be taken by the Seller Representative under this Agreement and the Escrow Agreement, including the power and authority to:
(i) authorize the release or delivery to Purchaser or the Sellers of all or any portion of the Escrow Amount whether with respect to the payment (if any) to Purchaser or the Sellers resulting from the post-Closing adjustment contemplated by Section 2.9 (and in connection therewith calculating the portion of any adjustment in the Sellers’ favor that is payable to any Seller) or indemnification for Claims contemplated by Article X;
(ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to any post-Closing issues and disputes;
(iii) litigate, arbitrate, resolve, settle or compromise any post-Closing issues and disputes;
(iv) waive any breach or default of Purchaser under this Agreement or the Escrow Agreement; and **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission.
(v) take all actions necessary in the judgment of the Seller Representative for the accomplishment of the foregoing and any other post-Closing matters. The Sellers shall be bound by all actions taken and documents executed by the Seller Representative in connection with Section 2.9, Section 2.10, Section 2.11 and Article X, and all other post-Closing matters, and Purchaser shall be entitled to rely on any action, decision, consent or instruction of the Sell...
Appointment of Seller Representative. Each Seller irrevocably appoints and authorizes Xxxxxx Xxxxxxxx as his or its representative under this Agreement (“Seller Representative”) and in such capacity as his or its agent and attorney-in-fact to take such action as agent and attorney-in-fact on each Seller’s behalf and to exercise such powers under this Agreement as are specified herein, together with all such powers as are reasonably incidental thereto (the “Seller Representative Duties”). Seller Representative may perform his Seller Representative Duties as such through sub-agents and attorneys-in-fact and shall have no liability for any acts or omissions of any such sub-agent or attorney. Buyer shall be entitled to deal exclusively with Seller Representative on behalf of any and all Sellers with respect to all Seller Representative Duties, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as fully binding upon such Seller, in each case in connection with the Seller Representative Duties.
Appointment of Seller Representative. Section 11.14 of the Purchase Agreement is hereby deleted and replaced with the following text:
Appointment of Seller Representative. Each Seller hereby constitutes and appoints Xxxxx Xxxxxxxx (or an entity that he controls) and any successor approved by Purchaser in its sole discretion (the “Seller Representative”) as such Seller’s true and lawful agent and attorney-in-fact, to act in the name and on behalf of such Seller as follows from the date hereof until the first anniversary of the Closing Date:
Appointment of Seller Representative. The Sellers hereby irrevocably constitute and appoint, effective as of the date hereof, Xxxxx Xxxx (together with his permitted successors, the “Seller Representative”), as their true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, to perform on behalf of the Sellers any obligations or undertakings thereunder, to exercise all or any of the powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement, to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement and the Seller Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Seller Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement as long as such actions are taken or omitted in good faith and in the absence of willful misconduct or gross negligence. If the Seller Representative shall be unable or unwilling to serve in such capacity, his successor shall be named by those persons holding more than fifty percent (50%) in interest of the Seller Shares.
Appointment of Seller Representative. The Sellers hereby appoint Xxxxx X. Xxxxxx as their representative (the "Seller Representative"), who shall have full power and authority to make all decisions relating to the defense and/or settlement of any claims for which the Sellers may be required to indemnify Buyer (and vice versa) and to take such other actions (and any other actions reasonably related or ancillary thereto) provided to be taken after the Closing by the Sellers, provided, that the Seller Representative shall not have the power to make decisions relating to the defense and/or settlement of any claims made by Buyer under Section 8.1(b) other than under the last parenthetical clause thereof. If the Seller Representative shall die or become incapacitated or otherwise be unable or unwilling to serve, then Xxxxx X. Xxxxxx shall serve as successor Seller Representative, and Xxxxx X. Xxxxxx shall have the same rights and authorization as Xxxxx X.
Appointment of Seller Representative. Each Seller hereby appoints the Seller Representative to serve as representative of such Seller and as such Seller’s attorney-in-fact and agent in connection with the execution and performance of this Agreement and the transactions contemplated hereby with such authority and power as may be necessary, appropriate or helpful to properly represent the Sellers and to make and receive all payments and notices and take (or refrain from taking) all actions required or permitted to be taken by Seller Representative as and to the extent provided in this Agreement and the Escrow Agreement. This power is irrevocable and coupled with an interest, and shall not be affected by the death, incapacity, illness, dissolution or other inability to act of any of Sellers.
Appointment of Seller Representative. In connection with any Approved Sale, unless otherwise determined by the Board, each Member irrevocably constitutes and appoints, and will constitute and appoint, one of the WindHQ Members (or any Affiliate of the WindHQ Members) and one of the Cipher Members (or any Affiliate of the Cipher Members) (collectively, the “Seller Representative”), as his, her or its representative, agent and attorney-in-fact with full power of substitution to act and to do any and all things and execute any and all documents on behalf of such Member that may be necessary, convenient or appropriate to facilitate the consummation of the Approved Sale, the administration of and carrying out of the terms of agreements governing such Approved Sale, including the power (i) to give and receive all notices and communications to be given or received under the terms of any agreements (the “Company Sale Agreements”) entered into in connection with such Approved Sale and to receive service of process in connection with any claims under the Company Sale Agreements, including service of process in connection with arbitration; (ii) to make decisions on behalf of the Members with respect to the transactions and other matters contemplated by this Agreement, including regarding (A) adjustments to the purchase price, (B) indemnification claims, (C) amendments to this Agreement or any other contemplated hereby to which it is a party, and (D) the defense of third party suits that may be the subject of indemnification claims, and to negotiate, enter into settlements and compromises of, and demand litigation or arbitration with respect to such third party suits or claims by any purchaser for indemnification; (iii) to receive funds, make payments of funds, and give receipts for funds or to receive funds for the payment of expenses of the Members or to deposit such funds in such accounts as the Seller Representative deems appropriate and apply such funds in payment for such expenses; (iv) to establish and maintain such reserves as Seller Representative deems necessary to satisfy any obligations or expenses of the Members; and (v) to take all actions which under this Agreement may be taken by Members or sellers of Equity Securities and to do or refrain from doing any further act or deed on behalf of the Members which the Seller Representatives deems necessary or appropriate in its sole discretion relating to the subject matter of the Company Sale Agreements as fully and completely as such Members could...
Appointment of Seller Representative. Sellers hereby appoint ------------------------------------ Xxxxx X. Xxxx (the "Seller Representative") to act as agent and representative on Sellers' behalf with respect to all matters in connection with this Agreement and authorizes Xxxxx X. Xxxx, as Seller Representative, to take any and all actions as required hereunder or in connection herewith, whether or not specifically described herein. Xxxxx X. Xxxx hereby accepts such appointment as Seller Representative. Any action taken or communication given or received by the Seller Representative shall be deemed to be taken, given or received by each Seller.
