Appointment of Seller Representative. (a) Each Seller hereby irrevocably appoints the Seller Representative as its sole, exclusive, true and lawful representative and attorney-in-fact, agent and proxy, with full power of substitution to act in its name, place and stead for all purposes under, and in respect of all transactions contemplated by, this Agreement, including, (i) consummating the Acquisition, (ii) paying all expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) accepting and disbursing any funds received hereunder to such Seller and each other Seller, (iv) on behalf of each Seller, determining the satisfaction of, or otherwise waiving, any closing condition contained in Article VIII, and giving or agreeing to, on behalf of such Seller, any and all consents, waivers, amendments, or modifications, deemed by the Seller Representative, in its sole discretion, to be necessary or appropriate, under this Agreement, and, in each case, executing and delivering any documents that may be necessary or appropriate in connection therewith, and to effect the Closing on behalf of Sellers, (v) negotiating, settling, compromising and otherwise handling any claims for indemnification or other claims made pursuant this Agreement to the extent that each of the Sellers is equally affected (on a pro rata basis) with respect to such claims for indemnification, and (vi) generally doing each and every other act and exercise any and all other rights which such Seller is, or Sellers collectively are, permitted or required to do or exercise under this Agreement. In addition, if one or more of the Sellers are an Indemnifying Party with respect to a Third Party Claim, then Purchaser and each of the Sellers hereby agree that the Seller Representative shall have the authorization, power and authority to take any and all action and to make and agree to any agreement for all such Sellers with respect to such Third Party Claim and that such determination shall be binding upon such Sellers. Notwithstanding anything to the contrary in this Agreement or any of the agreements, conveyances, documents, instruments and certificates delivered at the Closing pursuant to this Agreement, each Seller hereby agrees to indemnify and hold harmless the Seller Representative and any Affiliate of the Seller Representative with respect to any claim asserted against or damages incurred by or on behalf of the Seller Representative or such Affiliate of t...
Appointment of Seller Representative. (a) By the execution and delivery of this Exchange Agreement, Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful agent and attorney-in-fact of Seller with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf of Seller under the terms and provisions of the Seller Representative Documents, 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 Seller, if any, as Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated by the Seller Representative Documents, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant t...
Appointment of Seller Representative. (a) Each Seller, by virtue of the approval and adoption of this Agreement, hereby irrevocably constitutes and appoints the Seller Representative (and by execution and delivery of this Agreement, the Seller Representative accepts such appointment) as his agent and attorney-in-fact for and on behalf of such Seller, with full power of substitution, to act in the same, place and stead of such Seller, as applicable, with respect to the matters contemplated by Section 9.09(b) hereof.
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:
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. Section 11.14 of the Purchase Agreement is hereby deleted and replaced with the following text:
Appointment of Seller Representative. (a) By executing this Agreement, each Seller irrevocably authorizes and appoints the Seller Representative as such Xxxxxx’s representative and attorney-in-fact to act on behalf of such Seller with respect to this Agreement and the Related Agreements and to take any and all actions and make any decisions required or permitted to be taken by the Seller Representative pursuant to this Agreement and the Related Agreements, including the exercise of the power to (i) give and receive notices and communications; (ii) authorize delivery to Parent of cash and securities from the Indemnification Holdback Amount in satisfaction of any amounts owed to Parent therefrom; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders and otherwise handle any other matters of a similar nature, whether related to claims for indemnification made by Triller or otherwise; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and the Related Agreements; (vi) make all elections or decisions contemplated by this Agreement and the Related Agreements; (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist the Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary, desirable or appropriate in the good faith judgment of the Seller Representative for the accomplishment of the foregoing.
Appointment of Seller Representative. Each Seller hereby irrevocably appoints Xxxxxxx X. Xxxxxxxxxx, as his true and lawful attorney-in-fact and agent (the "Seller Representative"), with full power of substitution or resubstitution, to act exclusively for and on behalf of such Seller with respect to all matters arising in connection with this Agreement, in accordance with the terms and provisions of this Agreement, including in connection with any amounts payable in connection with this Agreement and to act on behalf of such Seller in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents (including, without limitation, the Escrow Agreement) as the Seller Representative shall deem necessary or appropriate in connection with the transactions contemplated hereby, including the power:
Appointment of Seller Representative. The Sellers hereby irrevocably constitute and appoint, effective as of the date hereof, Christopher Kern (together with his permitted successors, the "Sellex Xxxxxxxxtative"), 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. (a) By execution of this Agreement, each Seller and each of the Xxxxx Additional Parties hereby irrevocably authorizes and appoints Xxxxxxx X. Xxxxxx and any replacement representative appointed pursuant to Section 11.14(b) to act as the Seller Representative under this Agreement, the Escrow Agreement and all other Transaction Documents, with full power of substitution and re-substitution, as his, her or its representative and true and lawful attorney-in-fact and agent to act in his, her or its name, place and stead with respect to all matters arising in connection with this Agreement, the Escrow Agreement and the Transaction Documents, including the power and authority, in his, her or its sole discretion, to:
