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 the Seller Representative as a result of the Seller Representative carrying out his, her or its duties and obligations as the Seller Representative as contemplated by this Agreement.
Appears in 2 contracts
Samples: Unit Purchase Agreement, Unit Purchase Agreement (KLX Energy Services Holdings, Inc.)
Appointment of Seller Representative. Each Seller (ain its capacity as Seller and as Servicer) hereby irrevocably appoints the Company as the agent and attorney-in-fact for all Sellers (the “Seller Representative”), which appointment shall remain in full force and effect until the Seller Representative shall have received prior written notice signed by each Seller (other than the Seller Representative) that such appointment has been revoked and another Seller has been appointed as Seller Representative. The Company hereby accepts such appointment as the Seller Representative. Each Seller hereby irrevocably appoints and authorizes the Seller Representative as its soleto: (a) submit Purchase Requests, exclusiveprovide Reconciliation Reports, true provide and lawful representative receive all notices, requests, elections, acknowledgments, agreements and attorney-in-fact, agent consents hereunder or under any of the other Transaction Documents and proxy, with full power of substitution to act in its name, place and stead for (b) take all purposes under, and other actions (including 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 compliance with the negotiation and performance of this Agreement, (iii) accepting and disbursing any funds received hereunder to such Seller and each other Seller, (ivcovenants) on behalf of each Seller, determining any Seller or the satisfaction of, or otherwise waiving, any closing condition contained in Article VIII, Sellers under this Agreement and giving or agreeing to, on behalf of such Seller, any and all consents, waivers, amendments, or modifications, deemed by the other Transaction Documents which 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 Representative deems appropriate in connection therewith, and to effect exercise powers as are reasonably incidental thereto to carry out the Closing on behalf purposes of Sellers, (v) negotiating, settling, compromising and otherwise handling any claims for indemnification or other claims made pursuant this Agreement to and the extent other Transaction Documents. Each Seller agrees that each of the Sellers is equally affected (notice, request, election, representation and warranty, covenant, acknowledgement, agreement, consent and undertaking made 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 its behalf by the Seller Representative shall have the authorization, power and authority to take any and all action and to make and agree to any agreement be deemed for all purposes to have been made by such Sellers with respect to such Third Party Claim Seller and that such determination shall be binding upon and enforceable against such Sellers. Notwithstanding anything Seller to the contrary in this Agreement or any of same extent as if the agreements, conveyances, documents, instruments and certificates delivered at same had been made directly by such Seller. It is understood that the Closing pursuant to this Agreement, each Seller hereby agrees to indemnify and hold harmless the Seller Representative and any Affiliate appointment of the Seller Representative with respect hereunder is done solely as an accommodation to the Sellers, and the Purchaser shall in no way incur liability to any claim asserted against Seller as a result thereof. Each Seller expects to derive benefit, indirectly or damages incurred by or on behalf directly, from the appointment of the Seller Representative Representative. Each Seller hereby jointly and severally agrees to indemnify the Purchaser against any and all liability, by any third party whatsoever, arising from or such Affiliate incurred by reason of the Purchaser relying on any instructions of the Seller Representative as a result of the Seller Representative carrying out his, her or its duties and obligations as the Seller Representative as contemplated by this AgreementRepresentative.
Appears in 2 contracts
Samples: Master Receivables Purchase Agreement (Scotts Miracle-Gro Co), Master Receivables Purchase Agreement (Harmonic Inc)
Appointment of Seller Representative. (a) Each Seller Seller, by virtue of the execution of this Agreement, hereby irrevocably appoints Xxxxx Xxxxxx to be the Seller Representative as its sole, exclusive, true and lawful representative and attorney-in-factfact authorized and empowered to act, agent for and proxyon behalf of any or all of the Sellers (the “Seller Representative”), with full power of substitution to act in its name, place and stead for all purposes undermatters arising out of or relating to this Agreement generally, and such other matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement including (a) to review all determinations and adjustments to the Purchase Price in Section 2.03 and, to the extent deemed appropriate, dispute, question the accuracy of, compromise, settle or otherwise resolve any and all such determinations; (b) to agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to any indemnity claim under this Agreement; (c) to appoint any arbitrator and conduct any arbitration with respect to this Agreement; (d) to enforce or waive any representation, warranty or covenant or condition of the Buyer or Parent under this Agreement; (e) to execute and deliver on behalf of the Sellers any documents or agreement contemplated by or necessary or desirable in connection with this Agreement; and (f) to take such further actions, including coordinating and administering post-closing matters related to the rights and obligations of the Sellers, as are authorized in this Agreement. For greater certainty, each Seller specifically acknowledges that the Seller Representative is authorized to bind the Sellers to make monetary payments in order to give effect to the provisions of this Section 10.02 and the other provisions of this Agreement. The Buyer and Parent shall be entitled to deal only with the Seller Representative 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, matters arising 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 rely on behalf of Sellersany decision, (v) negotiatingaction, settling, compromising and otherwise handling any claims for indemnification consent 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 instruction of the Seller Representative as being the decision, action, consent or instruction of each and every Seller (including receiving and making payments, receiving and sending notices (including notices of termination), receiving and delivering documents, exercising, enforcing or waiving rights or conditions and giving releases and discharges). Notwithstanding the foregoing, no payment, notice, receipt or delivery of documents, exercise, enforcement or waiver of rights or conditions, or a result principal defense shall be ineffective by reason only of it having been made or given to or by a Seller as the case may be, directly if the Buyer and such Seller consent by virtue of not objecting to such dealings without the intermediary of the Seller Representative. Neither the Buyer nor any of its Affiliates (including, effective as of the Closing, the Company) shall have any liability to the Seller Representative carrying out hisfor its acts, her omissions or expenses in its duties and obligations capacity as the Seller Representative as contemplated by this AgreementRepresentative.
Appears in 1 contract
Appointment of Seller Representative. (a) Each Seller 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 its sole, exclusive, the true and lawful representative agent and attorney-in-fact, agent and proxy, fact of Seller with full power powers of substitution to act in its the name, place and stead for all purposes underthereof 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 respect connection with any of all the transactions contemplated by, this Agreementby the Seller Representative Documents, including, : (i) consummating making on behalf of Seller any determinations and taking all actions on its behalf relating to the Acquisitiondetermination 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) paying all expenses (whether incurred acting on behalf of Seller under or after the date hereof) incurred in connection with the negotiation and performance of this Escrow Agreement, ; (iii) accepting 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 disbursing 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 funds received hereunder to such Seller disparate treatment of a potentially material and each other Seller, adverse nature); (iv) signing on behalf of each SellerSeller 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, determining the satisfaction of, or otherwise waiving, any closing condition contained in Article VIII, accountants and giving or agreeing to, on behalf of such Seller, any and all consents, waivers, amendments, or modifications, deemed by the other professional advisors as Seller Representative, in its sole discretion, to be reasonable discretion deems necessary or appropriateadvisable 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 to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) directing the Purchaser, Pubco, or any agent engaged pursuant to the Business Combination Agreement to distribute all or any portion of the consideration provided to Seller under this Agreement, and, in each case, executing and delivering any documents that may be necessary Share Exchange Agreement or appropriate in connection therewith, the Business Combination Agreement and to effect distribute the Closing same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of SellersSeller. All decisions and actions by Seller Representative, (v) negotiating, settling, compromising and otherwise handling including 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 agreement between Seller Representative shall have and the authorizationPurchaser Representative, 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 Pubco or Purchaser shall be binding upon such SellersSeller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. Notwithstanding anything to the contrary in The provisions of this Agreement or any of the agreements, conveyances, documents, instruments Section 5.1 are irrevocable and certificates delivered at the Closing pursuant to this Agreement, each Seller hereby agrees to indemnify and hold harmless the coupled with an interest. Seller Representative hereby accepts its appointment and any Affiliate of the authorization as Seller Representative with respect to any claim asserted against or damages incurred by or on behalf of the Seller Representative or such Affiliate of the Seller Representative as a result of the Seller Representative carrying out his, her or its duties and obligations as the Seller Representative as contemplated by this Agreementhereunder.
Appears in 1 contract
Samples: Share Exchange Agreement (Tiberius Acquisition Corp)
Appointment of Seller Representative. (a) Each Seller 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 its sole, exclusive, the true and lawful representative agent and attorney-in-fact, agent and proxy, fact of Seller with full power powers of substitution to act in its the name, place and stead for all purposes underthereof 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 respect connection with any of all the transactions contemplated by, this Agreementby the Seller Representative Documents, including, : (i) consummating making on behalf of Seller any determinations and taking all actions on its behalf relating to the Acquisitiondetermination 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) paying all expenses (whether incurred acting on behalf of Seller under or after the date hereof) incurred in connection with the negotiation and performance of this Escrow Agreement, ; (iii) accepting 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 disbursing 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 funds received hereunder to such Seller disparate treatment of a potentially material and each other Seller, adverse nature); (iv) signing on behalf of each SellerSeller 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, determining the satisfaction of, or otherwise waiving, any closing condition contained in Article VIII, accountants and giving or agreeing to, on behalf of such Seller, any and all consents, waivers, amendments, or modifications, deemed by the other professional advisors as Seller Representative, in its sole discretion, to be reasonable discretion deems necessary or appropriateadvisable 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 to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Agreement, and, in each case, executing and delivering any documents that may be necessary Share Exchange Agreement or appropriate in connection therewith, the Business Combination Agreement and to effect distribute the Closing same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of SellersSeller. Subject to Section 4.12 hereof, (v) negotiatingall decisions and actions by Seller Representative, settling, compromising and otherwise handling including 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 agreement between Seller Representative shall have and the authorizationPurchaser Representative, 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 Pubco or Purchaser shall be binding upon such SellersSeller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. Notwithstanding anything to the contrary in The provisions of this Agreement or any of the agreements, conveyances, documents, instruments Section 5.1 are irrevocable and certificates delivered at the Closing pursuant to this Agreement, each Seller hereby agrees to indemnify and hold harmless the coupled with an interest. Seller Representative hereby accepts its appointment and any Affiliate of the authorization as Seller Representative with respect to any claim asserted against or damages incurred by or on behalf of the Seller Representative or such Affiliate of the Seller Representative as a result of the Seller Representative carrying out his, her or its duties and obligations as the Seller Representative as contemplated by this Agreementhereunder.
Appears in 1 contract
Samples: Share Exchange Agreement (Tiberius Acquisition Corp)
Appointment of Seller Representative. The Sellers and Guarantors hereby appoint Geraxx Xxxxxxxx xx their 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 or Guarantors 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 or the Guarantors. Decisions and actions by Geraxx Xxxxxxxx, xxcluding, without limitation, any agreement between Geraxx Xxxxxxxx xxx Buyer relating to the defense or settlement of any claims for which the Sellers or Guarantors may be required to indemnify Buyer, shall be binding upon all of the Sellers and Guarantors, and no Seller or Guarantor shall have the right to object, dissent, protest or otherwise contest the same. If Geraxx Xxxxxxxx xxxll die or become incapacitated then the other Sellers and Guarantors (acting by a majority vote) shall select another representative from among the Sellers and Guarantors (or their heirs, executors, administrators or personal representatives) to replace Geraxx Xxxxxxxx, xxich representative shall have the same rights and authorities as Geraxx Xxxxxxxx xxxeunder. By their execution of this Agreement, the Sellers and Guarantors shall be deemed to have agreed that (a) Each the provisions of this Section 8.6 are independent and separable, irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any 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 Guarantor may have in connection with the negotiation and performance of transactions contemplated by this Agreement, (iiib) accepting and disbursing the remedy at law for any funds received hereunder to such Seller and each other Sellerbreach of the provisions of this Section 8.6 would be inadequate, (ivc) on behalf Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of each Seller, determining proving damages if it brings an action to enforce the satisfaction of, or otherwise waiving, any closing condition contained in Article VIII, and giving or agreeing to, on behalf provisions 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 SellersSection 8.6, (vd) negotiating, settling, compromising and otherwise handling any claims for indemnification or other claims made pursuant the provisions of 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 Section 8.6 shall be binding upon such Sellers. Notwithstanding anything to the contrary in this Agreement or any heirs, executors, administrators, personal representatives and successors 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 Guarantor, and (e) 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 the Seller Representative as a result of the Seller Representative carrying out his, her or its duties and obligations as the Seller Representative as contemplated by this Agreement.reference in this
Appears in 1 contract
Appointment of Seller Representative. (a) Each Seller of the Sellers hereby irrevocably appoints Xxxxx Xxxxxx to be the representative of the Sellers (including any successor, the "Seller Representative") and irrevocably authorizes Seller Representative to take all actions, exercise all powers and execute all documents 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 Seller Representative may deem necessary or after the date hereof) incurred desirable in connection with this Agreement and the negotiation transactions contemplated thereby. The Buyer and performance of this Agreementafter the Closing the Company shall be entitled to rely upon any communication, (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, instrument or otherwise waiving, any closing condition contained in Article VIII, and giving document signed or agreeing to, on behalf of such Seller, any and all consents, waivers, amendments, or modifications, deemed sent by the Seller Representative, in its sole discretion, to . All documents executed and all actions taken by Seller Representative shall be necessary or appropriate, under this Agreement, and, in each case, executing binding 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 enforceable upon all of the Sellers is equally affected as though each Seller had executed such document and or taken such action. (on a pro rata basisb) 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 the event of the Sellers are an Indemnifying Party with respect resignation, death or other inability to a Third Party Claimserve of Seller Representative, then Purchaser and each of the Sellers hereby agree shall appoint a successor Seller Representative by majority vote (based upon the number of Shares in the Company held by the Sellers immediately prior to the Closing) and Buyer shall be entitled to rely upon any notification of a new Seller Representative believed by Buyer to be genuine. Buyer shall be protected in dealing with the Seller Representative before receipt of actual notice that the Seller Representative shall have the authorization, power has been replaced 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 if the Seller Representative and has resigned, died or is otherwise unable to serve, Buyer may deal with the Seller Representative or his estate or another Seller of Buyer's choosing, who shall serve as Seller Representative until replaced in accordance with this Section. Buyer shall not be deemed to have any Affiliate knowledge of any replacement of the Seller Representative with respect until receipt of written notice signed by Seller Representative, his executor or a majority in interest of the Sellers. (c) Buyer shall send all payments, certificates evidencing the Judge Shares and all notices to any claim asserted against or damages incurred by or on behalf of the Seller Representative or such Affiliate of at the notice address set forth in Section 12.5 and Seller Representative as a result shall have complete responsibility to distribute such payments, certificates and notices among the Sellers, and each Seller hereby releases Buyer, the Company and all of the Seller Representative carrying out histheir affiliates, her shareholders, directors, officers, employees and agents from any claim or its duties and obligations as the Seller Representative as contemplated by this Agreement.123
Appears in 1 contract
Appointment of Seller Representative. (a) Each Seller hereby irrevocably appoints the Seller Representative Xxxxxxx X. Xxxxxxxxxx, as its sole, exclusive, his true and lawful representative and attorney-in-fact, fact and agent and proxy(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 its name, place and stead for all purposes under, and in respect of all transactions contemplated by, 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, (iwithout limitation, the Escrow Agreement) consummating as the Acquisition, (ii) paying all expenses (whether incurred on Seller Representative shall deem necessary or after the date hereof) incurred appropriate in connection with the negotiation and performance of transactions contemplated hereby, including the power: (a)to act for such Seller with regard to matters pertaining to indemnification referred to in this Agreement, (iii) accepting and disbursing including the power to compromise 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, indemnity Claim on behalf of such Seller, any ; (b)to act for such Seller with regard to matters pertaining to litigation; (c)to execute and deliver all consents, waivers, amendments, documents in connection with the transactions contemplated hereby or modifications, deemed by amendments thereto that the Seller Representative, in its sole discretion, to be Representative deems necessary or appropriate; (d)to receive funds, under this Agreementmake payments of funds, and, and give receipts for funds; (e)to receive funds for the payment of expenses of such Seller and apply such funds in each case, executing and delivering payment for such expenses; (f)to do or refrain from doing any documents further act or deed on behalf of such Seller that may be the Seller Representative deems necessary or appropriate in connection therewith, and its sole discretion relating to effect the Closing on behalf subject matter 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 as fully and completely as such claims for indemnification, Seller could do if personally present; and (vi) generally doing each and every other act and exercise g)to receive service of process in connection with any and all other rights which such Seller is, or Sellers collectively are, permitted or required to do or exercise Claims 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 the Seller Representative as a result of the Seller Representative carrying out his, her or its duties and obligations as the Seller Representative as contemplated by this Agreement..Irrevocable
Appears in 1 contract
Appointment of Seller Representative. (a) Each By voting in favor of the adoption of this Agreement, executing and delivering a Support Agreement or participating in the Merger and receiving the benefits thereof, each Seller shall be deemed to have approved the designation of and hereby irrevocably appoints designates the Seller Representative as its sole, exclusive, true of the Closing as the representative of the Sellers and lawful representative and as the attorney-in-fact, fact and agent for 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 SellerIndemnifying Sellers for all purposes in connection with this Agreement and the agreements ancillary hereto, determining the satisfaction of, or otherwise waiving, any closing condition contained in including with respect to claims under Article VIIIVII, and giving the taking by the Seller Representative of any and all actions and the making of any decisions required or agreeing permitted to be taken by the Seller Representative under this Agreement and the agreements ancillary hereto, including the exercise of the power to, : (i) give and receive notices and communications (on behalf of such itself or any other Seller, any and all consents, waivers, amendments, or modifications, deemed by the Seller Representative, in its sole discretion, ) relating 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 agreementstransactions and other matters contemplated hereby, conveyances(ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, documentscompensated or reimbursed for Damages, instruments and certificates delivered at the Closing including through set-off or direct recovery from Indemnifying Sellers, in satisfaction of claims by Parent or any other Indemnifying Seller pursuant to this AgreementArticle VII (including by not objecting to such claims), each Seller hereby agrees (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to indemnify and hold harmless the Seller Representative (A) claims by Parent or any other Parent Indemnified Party pursuant to Article VII or (B) any dispute between any Parent Indemnified Party and any Affiliate such Indemnifying Seller, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing. The Seller Representative shall have authority and power to act on behalf of each Indemnifying Seller with respect to the disposition, settlement or other handling of all claims under Article VII and all rights or obligations arising under Article VII. The Indemnifying Xxxxxxx and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Seller Representative in connection with Article VII, and Xxxxxx and the other Parent Indemnified Parties shall be entitled to rely on any claim asserted against action or damages incurred by or on behalf decision of the Seller Representative or such Affiliate Representative. Parent recognizes and intends that the power of attorney granted in this Section 9.13(a) and the powers, immunities and rights to indemnification granted to the Seller Representative as a result hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Seller Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Seller Representative carrying out his, her or its duties Sellers and obligations as the Seller Representative as contemplated by this Agreement.shall be binding on any successor
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (ACELYRIN, Inc.)
Appointment of Seller Representative. (a) Each Seller Sellers hereby irrevocably appoints the Seller Representative appoint Xxxx Xxxx Xxxx Xxxx as its soletheir representative, exclusive, true and lawful representative and attorney-in-fact, agent and proxy, with who shall have full power and authority to make all decisions relating to the defense and/or settlement of substitution any claims for which Sellers may be required to act in its nameindemnify Purchasers (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 Sellers. Decisions and actions by Xxxx Xxxx Xxxx Xxxx, place including, without limitation, any agreement between Xxxx Xxxx Xxxx Xxxx and stead Purchasers relating to the defense or settlement of any claims for which Sellers may be required to indemnify Purchasers, shall be binding upon all purposes underof Sellers, and in respect no Seller shall have the right to object, dissent, protest or otherwise contest the same. If Xxxx Xxxx Xxxx Xxxx shall die or become incapacitated then the other Sellers (acting by a majority vote) shall select another representative from among Sellers (or their heirs, executors, administrators or personal representatives) to replace Xxxx Xxxx Xxxx Xxxx, which representative shall have the same rights and authorities as Xxxx Xxxx Xxxx Xxxx hereunder. By their execution of all transactions contemplated by, this Agreement, including, Sellers shall be deemed to have agreed that (i) consummating the Acquisitionprovisions of this Section 7.5 are independent and separable, irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Seller may have in connection with the transactions contemplated by this Agreement, (ii) paying all expenses (whether incurred on or after the date hereof) incurred in connection with remedy at law for any breach of the negotiation and performance provisions of this AgreementSection 7.5 would be inadequate, (iii) accepting Purchasers shall be entitled to temporary and disbursing any funds received hereunder permanent injunctive relief without the necessity of proving damages if it brings an action to such Seller and each other Sellerenforce the provisions of this Section 7.5, (iv) on behalf the provisions of this Section 7.5 shall be binding upon the heirs, executors, administrators, personal representatives and successors 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 reference in this Agreement to a Seller shall mean and include the extent that each successors to the Seller's rights hereunder, whether pursuant to a testamentary disposition, the laws of the Sellers is equally affected (on a pro rata basis) with respect to such claims for indemnification, descent and (vi) generally doing each and every other act and exercise any and all other rights which such Seller isdistribution, 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 the Seller Representative as a result of the Seller Representative carrying out his, her or its duties and obligations as the Seller Representative as contemplated by this Agreementotherwise.
Appears in 1 contract
Samples: Stock Purchase Agreement (Telscape International Inc)
Appointment of Seller Representative. (a) Each Seller hereby irrevocably appoints the and authorizes Xxxxxx Xxxxxxxx as his or its representative under this Agreement (“Seller Representative Representative”) and in such capacity as his or its sole, exclusive, true and lawful representative agent and attorney-in-fact, fact to take such action as agent and proxyattorney-in-fact on each Seller’s behalf and to exercise such powers under this Agreement as are specified herein or therein, together with full power 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 substitution any such sub-agent or attorney. Buyer shall be entitled to act in its name, place deal exclusively with Seller Representative on behalf of any and stead for all purposes underSellers 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 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 each case in connection with the negotiation and performance of this Agreement, Seller Representative Duties. (iiib) accepting and disbursing any funds received hereunder to such Seller and each other Each Seller, (iv) on behalf of each Sellerfully and without restriction, 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, agrees to be necessary bound by all notices given and received and agreements and determinations made by and documents executed and delivered by Seller Representative under 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 agreementstransactions contemplated hereby, conveyances, documents, instruments and certificates delivered at the Closing pursuant to this Agreement, in each Seller hereby agrees to indemnify and hold harmless case in connection with 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 the Seller Representative as a result of the Seller Representative carrying out his, her or its duties and obligations as the Seller Representative as contemplated by this AgreementDuties.
Appears in 1 contract
Samples: Securities Purchase Agreement (Titan Machinery Inc.)
Appointment of Seller Representative. (a) Each Seller Sellers hereby irrevocably appoints the Seller Representative appoint Xxxx Xxxxxx Xxxx Xxxxx as its soletheir representative, exclusive, true and lawful representative and attorney-in-fact, agent and proxy, with who shall have full power and authority to make all decisions relating to the defense and/or settlement of substitution any claims for which Sellers may be required to act in its nameindemnify Purchasers (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 Sellers. Decisions and actions by Xxxx Xxxxxx Xxxx Xxxxx, place including, without limitation, any agreement between Xxxx Xxxxxx Xxxx Xxxxx and stead Purchasers relating to the defense or settlement of any claims for which Sellers may be required to indemnify Purchasers, shall be binding upon all purposes underof Sellers, and in respect no Seller shall have the right to object, dissent, protest or otherwise contest the same. If Xxxx Xxxxxx Xxxx Xxxxx shall die or become incapacitated then the other Sellers (acting by a majority vote) shall select another representative from among Sellers (or their heirs, executors, administrators or personal representatives) to replace Xxxx Xxxxxx Xxxx Xxxxx, which representative shall have the same rights and authorities as Xxxx Xxxxxx Xxxx Xxxxx hereunder. By their execution of all transactions contemplated by, this Agreement, including, Sellers shall be deemed to have agreed that (i) consummating the Acquisitionprovisions of this Section 7.5 are independent and separable, irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Seller may have in connection with the transactions contemplated by this Agreement, (ii) paying all expenses (whether incurred on or after the date hereof) incurred in connection with remedy at law for any breach of the negotiation and performance provisions of this AgreementSection 7.5 would be inadequate, (iii) accepting Purchasers shall be entitled to temporary and disbursing any funds received hereunder permanent injunctive relief without the necessity of proving damages if it brings an action to such Seller and each other Sellerenforce the provisions of this Section 7.5, (iv) on behalf the provisions of this Section 7.5 shall be binding upon the heirs, executors, administrators, personal representatives and successors 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 reference in this Agreement to a Seller shall mean and include the extent that each successors to the Seller's rights hereunder, whether pursuant to a testamentary disposition, the laws of the Sellers is equally affected (on a pro rata basis) with respect to such claims for indemnification, descent and (vi) generally doing each and every other act and exercise any and all other rights which such Seller isdistribution, 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 the Seller Representative as a result of the Seller Representative carrying out his, her or its duties and obligations as the Seller Representative as contemplated by this Agreementotherwise.
Appears in 1 contract
Samples: Stock Purchase Agreement (Telscape International Inc)
Appointment of Seller Representative. (a) Each Seller and Trust Beneficiary hereby irrevocably appoints George Ward and Matthew J. Carmody, acting jointly (the "SELLER REPREXXXXXXXXXX"), thx xxxxxxxxx-xx-xxxt of such Seller Representative or Trust Beneficiary, as its sole, exclusive, true and lawful representative and attorney-in-fact, agent and proxythe case may be, with full power and authority, including power of substitution to act substitution, acting in its namethe name of and for and on behalf of such Seller or Trust Beneficiary, place and stead for all purposes under, and in respect of all transactions contemplated by, this Agreement, includingas the case may be, (i) consummating the Acquisitionto amend or waive any provision of this Agreement or any Ancillary Agreement, (ii) paying all expenses (whether incurred on to terminate this Agreement or after any Ancillary Agreement pursuant to the date hereof) incurred in connection with the negotiation and performance of this Agreementprovisions hereof or thereof, (iii) accepting to do all other things and disbursing to take all other action under or related to this Agreement or any funds received hereunder Ancillary Agreement that the Seller Representatives may consider necessary or proper to such Seller effectuate the transactions contemplated hereby and each other Sellerthereby, (iv) to resolve any dispute with Buyer Parent, Buyer or Buyer Sub over any aspect of this Agreement or any Ancillary Agreement, and (v) on behalf of each Sellersuch Seller or Trust Beneficiary, determining as the satisfaction ofcase may be, to enter into any agreement to effectuate any of the foregoing which shall have the effect of binding such Seller or otherwise waivingTrust Beneficiary, any closing condition contained in Article VIIIas the case may be, as if such Seller or Trust Beneficiary had personally entered into such an agreement. The Seller Representatives shall have the exclusive right, power and giving or agreeing toauthority, on behalf of all Sellers and Trust Beneficiaries, to pursue, defend, and settle any indemnification claims pursuant to Article XIV and to do all things and to take all other actions the Seller Representatives may consider necessary or proper to resolve any indemnification claims after the Closing. This appointment and power of attorney shall be deemed as coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, whether by the death or incapacity or liquidation or dissolution of any Seller or Trust Beneficiary or the occurrence of any other event or events and the Seller Representatives may not terminate this power of attorney with respect to any Seller or Trust Beneficiary or such Seller's or Trust Beneficiary's successors or assigns without the consent of Buyer. Upon the death, any and all consents, waivers, amendments, disability or modifications, deemed by the resignation of a Seller Representative, in its sole discretion, to such Person's successor shall be necessary appointed by the surviving 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 remaining Seller Representative. Any notice given to the extent that each of the Sellers is equally affected (on a pro rata basis) with respect Seller Representatives pursuant 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 agreementsother agreements contemplated hereby shall constitute effective notice to all Sellers and Trust Beneficiaries, conveyances, documents, instruments and certificates delivered at the Closing pursuant any other Party to this AgreementAgreement or any other Person may rely on any notice, each consent, document, election or other communication received from the Seller hereby Representatives as if such notice, consent, document, election or other communication had been received from all the Sellers and Trust Beneficiaries. Each Seller and Trust Beneficiary agrees to indemnify and hold harmless the Seller Representative Representatives harmless from any and any Affiliate of the all loss, damage, liability or expense (including legal fees) which such Seller Representative with respect to any claim asserted against or damages incurred by or on behalf of the Seller Representative or such Affiliate of the Seller Representative Representatives may sustain as a result of any action taken in good faith by the Seller Representative carrying out his, her or its duties and obligations as the Seller Representative as contemplated by this AgreementRepresentatives.
Appears in 1 contract
Samples: Stock Purchase Agreement (Capital Environmental Resource Inc)
Appointment of Seller Representative. (a) Each By execution and delivery of this Agreement, each Former Stockholder and Seller hereby irrevocably constitutes and appoints X as the Seller Representative as its sole, exclusive, true and lawful representative agent and attorney-in-fact, agent fact (the "Seller Representative") of such Former Stockholder and proxy, Seller with full power of substitution to act in its the name, place and stead for of Seller and such Former Stockholder with respect to (a) the power to execute each of the Escrow Agreements and any amendments thereto as the Seller Representative shall deem necessary or appropriate in his sole discretion, (b) the delivery of written instructions to the Escrow Agent to release any portion of the Indemnification Holdback Amount or the Contingent Consideration Letter of Credit, as applicable, (c) the performance of the obligations and rights of such Former Stockholder and Seller under each of the Escrow Agreements including, without limitation, the power to do or refrain from doing all purposes undersuch further acts and things, and to execute, deliver and receive all such documents, waivers, extensions and amendments as such Seller Representative shall deem necessary or appropriate 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 his sole discretion 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 operation of each Seller, determining of the satisfaction of, or otherwise waiving, any closing condition contained in Article VIII, Escrow Agreements and giving or agreeing to(d) the receipt, on behalf of such Seller, of any payments by Buyer pursuant to Section 2.7, 2.8 or 2.9 (and all consentsany such actions shall be binding on Seller and each Former Stockholder). Buyer, waiversthe Company and any other person may conclusively and absolutely rely, amendmentswithout inquiry, or modifications, deemed by upon any action of the Seller Representative, Representative as the action of Seller and each Former Stockholder in its sole discretion, all matters referred to be necessary or appropriate, under in this Agreement, and, in each case, executing and delivering any documents that may be necessary or appropriate in connection therewithSection 2.11, 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 such Former Stockholder hereby agree confirm all that the Seller Representative shall have do or cause to be done by virtue of his appointment as Seller Representative. All actions taken by the authorization, power Seller Representative in such capacity are acknowledged by the parties hereto to be taken by him solely as agent and authority to take any attorney-in-fact for Seller 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 Sellerseach Former Stockholder. Notwithstanding anything to the contrary in this Agreement or any By execution of the agreements, conveyances, documents, instruments and certificates delivered at the Closing pursuant to this Agreement, X has accepted his appointment as the Seller Representative and in consideration for X's agreement to act as the Seller Representative, Seller and each Seller Former Stockholder hereby agrees to indemnify and hold X harmless from and against all damages, losses, liabilities, penalties, costs and expenses (including court costs and attorneys' fees and expenses, if any) incurred by him in connection with his performance as the Seller Representative Representative. Seller and each Former Stockholder covenants and agrees that he will not voluntarily revoke the power of attorney conferred in this Section 2.11. If any Affiliate Former Stockholder dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Former Stockholder being an "Incapacitated Former Stockholder") and, as a result, the power of attorney conferred by this Section 2.11 is revoked by operation of law, it shall not be a breach under this Agreement if the Seller Representative with respect to any claim asserted against heirs, beneficiaries, estate, administrator, executor, guardian, conservator or damages incurred by or on behalf legal representative of such Incapacitated Former Stockholder (each a "Successor Former Stockholder") confirms the Seller Representative or such Affiliate appointment of the Seller Representative as a result of the Seller Representative carrying out his, her agent and attorney-in-fact for such Successor Former Stockholder. If at any time X dies or its duties and obligations resigns from his position as the Seller Representative Representative, then Seller shall designate a successor to X as contemplated by this Agreementsoon as practicable.
Appears in 1 contract
Appointment of Seller Representative. (a) Each Seller hereby irrevocably appoints the and authorizes Xxxxxx Xxxxxxxx as his or its representative under this Agreement (“Seller Representative Representative”) and in such capacity as his or its sole, exclusive, true and lawful representative agent and attorney-in-fact, fact to take such action as agent and proxyattorney-in-fact on each Seller’s behalf and to exercise such powers under this Agreement and any Ancillary Agreement as are specified herein or therein, together with full power 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 substitution any such sub-agent or attorney. Buyer shall be entitled to act in its name, place deal exclusively with Seller Representative on behalf of any and stead for all purposes underSellers 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 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 each case in connection with the negotiation and performance of this Agreement, Seller Representative Duties. (iiib) accepting and disbursing any funds received hereunder to such Seller and each other Each Seller, (iv) on behalf of each Sellerfully and without restriction, 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, agrees to be necessary bound by all notices given and received and agreements and determinations made by and documents executed and delivered by Seller Representative under 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 agreementstransactions contemplated hereby, conveyances, documents, instruments and certificates delivered at the Closing pursuant to this Agreement, in each Seller hereby agrees to indemnify and hold harmless case in connection with the Seller Representative and any Affiliate of the Duties. (c) Seller Representative may consult with respect legal counsel, accountants and other experts selected by Seller Representative and shall not be liable to any claim asserted against Seller for any action taken or damages incurred omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. (d) Seller Representative shall not be liable for any action or omission otherwise taken by Seller Representative hereunder except in the case of willful misconduct by Seller Representative. Seller Representative shall not be deemed to be a trustee or other fiduciary on behalf of the Sellers or any other Person, nor shall Seller Representative have any liability in the nature of a trustee or such Affiliate of the other fiduciary. Seller Representative does not make any representation or warranty as a result of the Seller Representative carrying out histo, her nor shall it be responsible for or its duties and obligations as the Seller Representative as contemplated by this Agreement.have any duty to ascertain, inquire into or verify
Appears in 1 contract
Samples: Securities Purchase Agreement (Titan Machinery Inc.)
Appointment of Seller Representative. (a) Each Seller hereby irrevocably appoints The appointment of the Seller Representative as its sole, exclusive, true shall be deemed coupled with an interest 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 undershall be irrevocable, and Buyer and any other person may conclusively and absolutely rely, without inquiry, upon any action of the Seller Representative in respect all matters referred to herein. Any action taken by the Seller Representative must be in writing and must be signed by the Seller Representative then serving in such capacity. All notices required to be made or delivered by Buyer to the Sellers described above shall be made to the Seller Representative for the benefit of such Seller and shall discharge in full 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 notice requirements of this Agreement, (iii) accepting and disbursing any funds received hereunder Buyer to such Seller and each other Seller, (iv) on behalf with respect thereto. By their appointment 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 thereby confirm 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 do or cause to be done by virtue of its appointment as the authorization, power and authority to take any and representative of Sellers hereunder. The Seller Representative shall act for Sellers on 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 of the contrary matters set forth in this Agreement or any in the manner the Seller Representative believes to be in the best interest of Sellers and consistent with the agreements, conveyances, documents, instruments and certificates delivered at the Closing pursuant to obligations of Sellers under this Agreement, each Seller hereby agrees to indemnify and hold harmless but the Seller Representative and shall not be responsible to any Affiliate Seller for any damages which Sellers may suffer by the performance of the Seller Representative's duties under this Agreement, other than damages arising from willful violation of applicable Law or willful misconduct in the performance of such duties under this Agreement. The Seller Representative with respect to shall not have any claim asserted duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties or Liabilities shall be read into this Agreement or shall otherwise exist against or damages incurred by or on behalf of the Seller Representative or such Affiliate of the Seller Representative as a result of the Seller Representative carrying out his, her or its duties and obligations as the Seller Representative as contemplated by this AgreementRepresentative.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Shiloh Industries Inc)
Appointment of Seller Representative. (a) Each Seller corporation which is a part of "Seller" as listed on Exhibit B hereby irrevocably appoints the Seller Representative confirms its appointment of Trans-Lux Multi-Media Corporation as its soleagent ("Seller Representative") to receive the Purchase Price, exclusiveand to receive all notices to "Seller" under this Agreement, true and lawful representative its exclusive agent and attorney-in-fact, agent and proxy, with full power of substitution fact to act in on its name, place and stead for all purposes under, and in behalf with 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 consentsmatters, waiversclaims, amendmentscontroversies, or modifications, deemed by disputes arising out of 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 terms of Sellers, (v) negotiating, settling, compromising and otherwise handling any claims for indemnification or other claims made pursuant this Agreement to after 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 AgreementClosing. 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 The Seller Representative shall have the authorization, power and authority to take any and all action actions which the Seller Representative believes are necessary or appropriate or in the best interests of the Seller, as fully as if each such Seller was acting on its own behalf, including (a) receiving copies of all notices and communications directed to the Seller under this Agreement and to make take any action or no action in connection therewith as the Seller Representative may deem appropriate and agree (b) to take any agreement for all such Sellers action (or to determine to take no action) 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 agreementsactions contemplated hereby, conveyanceswhether before or after the Closing, documents, instruments and certificates delivered at the Closing pursuant to this Agreement, each Seller hereby agrees to indemnify and hold harmless as the Seller Representative may deem appropriate as effectively as the Sellers could act themselves, including the settlement or compromise of any dispute or controversy. The authority granted hereunder is deemed to be coupled with an interest. The dissolution of any Seller shall not terminate the authority and any Affiliate agency of the Seller Representative with respect to any claim asserted against or damages incurred by or on behalf of Representative. The Sellers shall hold the Seller Representative or such Affiliate of free and harmless from and indemnify the Seller Representative against any and all liabilities, claims, demands, judgments, losses, costs, damages, obligations, or expenses whatsoever (including reasonable attorneys', consultants', and other professional fees and disbursements of every kind, nature, and description incurred by the Seller Representative in connection therewith) which it may sustain as a result of any action taken hereunder. The execution by the Sellers of this Agreement shall be deemed approval of this Section 16.11, and the appointment of the Seller Representative carrying out hisRepresentative. Signed this 7th day of July , her or its duties and obligations 2008 ----- ------------- SELLER: TRANS-LUX VALLEY CORPORATION TRANS-LUX DESERT SKY CORPORATION TRANS-LUX SUMMIT CORPORATION TRANS-LUX SKYLINE CORPORATION TRANS-LUX COLORADO CORPORATION TRANS-LUX DURANGO CORPORATION TRANS-LUX HIGH FIVE CORPORATION TRANS-LUX LOVELAND CORPORATION TRANS-LUX FOUR CORNERS CORPORATION TRANS-LUX LOS LUNAS CORPORATION TRANS-LUX STARLIGHT CORPORATION TRANS-LUX LOMA CORPORATION TRANS-LUX TAOS CORPORATION TRANS-LUX STORYTELLER CORPORATION TRANS-LUX LARAMIE CORPORATION TRANS-LUX CINEMA CONSULTING CORPORATION TRANS-LUX MOVIE OPERATIONS CORPORATION TRANS-LUX NEW MEXICO CORPORATION TRANS-LUX DREAMCATCHER CORPORATION TRANS-LUX SOUTHWEST CORPORATION TRANS-LUX WYOMING CORPORATION By: TRANS-LUX MULTI-MEDIA CORPORATION, as the Seller Representative as contemplated by this Agreement.By: /s/ Xxxxxxx X. Xxxxxxx Witness: /s/ Xxxxxx X. Xxxxx ----------------------- -------------------- Name: Xxxxxxx Xxxxxxx Title: President PURCHASER: STORYTELLER THEATERS CORPORATION By: /s/ Xxxxx X. Xxxxx Witness: /s/ Xxxxx Xxxx ----------------------- -------------------- Name: Xxxxx X. Xxxxx Title: Chairman of the Board EXHIBIT A Certain Definitions
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Appointment of Seller Representative. (a) Each Seller hereby irrevocably appoints The appointment of the Seller Representative as its sole, exclusive, true shall be deemed coupled with an interest 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 undershall be irrevocable, and Buyer and any other person may conclusively and absolutely rely, without inquiry, upon any action of the Seller Representative in respect all matters referred to herein. Any action taken by the Seller Representative must be in writing and must be signed by the Seller Representative then serving in such capacity. All notices required to be made or delivered by Buyer to the Sellers described above shall be made to the Seller Representative for the benefit of such Seller and shall discharge in full 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 notice requirements of this Agreement, (iii) accepting and disbursing any funds received hereunder Buyer to such Seller and each other Seller, (iv) on behalf with respect thereto. By their appointment 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 thereby confirm 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 do or cause to be done by virtue of its appointment as the authorization, power and authority to take any and representative of Sellers hereunder. The Seller Representative shall act for Sellers on 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 of the contrary matters set forth in this Agreement or any in the manner the Seller Representative believes to be in the best interest of Sellers and consistent with the agreements, conveyances, documents, instruments and certificates delivered at the Closing pursuant to obligations of Sellers under this Agreement, each Seller hereby agrees to indemnify and hold harmless but the Seller Representative and shall not be responsible to any Affiliate Seller for any damages which Sellers may suffer by the performance of the Seller Representative's duties under this Agreement, other than damages arising from willful violation of applicable Law or willful misconduct in the performance of such duties under this Agreement. The Seller Representative with respect to shall not have any claim asserted duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties or Liabilities shall be read into this Agreement or shall otherwise exist against or damages incurred by or on behalf of the Seller Representative or such Affiliate of the Seller Representative as a result of the Seller Representative carrying out his, her or its duties and obligations as the Seller Representative as contemplated by this AgreementRepresentative. .
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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 (y) appoints Xxxxxx X. Xxxxxx as the Seller Representative shall have hereunder, to act as such Seller’s representative and agent with respect to all matters relating to this Agreement for the authorizationperiod commencing on the date hereof and ending no earlier than the date on which the Second Earn-Out Payment (after being paid in accordance with Section 2.3(c)) is distributed from the Seller Account to the Sellers, power and (z) empowers the Seller Representative with the authority to act on such Seller’s behalf to: (i) take any actions or exercise any rights of the Sellers under this Agreement; (ii) waive any rights of, or requirements or obligations owing to, any of the Sellers under this Agreement; (iii) consent to, agree to, or approve of any actions that require the vote, consent, agreement or approval of any of the Sellers under this Agreement; (iv) provide notice from, and all action and to make and agree to receive notice on behalf of, any agreement for all such of the 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; and (v) execute (1) the receipt required to be delivered to Purchaser on or prior to Closing as required by Section 3.2(b) and (2) each agreement with a recipient of a Transaction Payment, each Seller hereby agrees which agreements will be delivered to indemnify Purchaser on or prior to Closing as required by Section 3.2(w). Purchaser and hold harmless Parent may rely on and accept the Seller Representative acts, disclosures and any Affiliate communications of the Seller Representative with respect to any claim asserted against or damages incurred the foregoing as though made separately by or each Seller and may rely on behalf of the Seller Representative or such Affiliate of notices provided to the Seller Representative as a result notice provided to each Seller. Such grant of authority to the Seller Representative carrying out hismay be revoked by a Seller by prior written notice to Purchaser. In addition, her each Seller agrees to hold Purchaser and its Affiliates (including Parent) harmless and to not make a claim against Purchaser or any of its duties and obligations as Affiliates (including Parent) with respect to or in connection with Purchaser’s reliance on the authorization granted to the Seller Representative as contemplated by this Agreementhereunder.
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Samples: Membership Interest Purchase Agreement (Epiq Systems Inc)
Appointment of Seller Representative. Within ten (a10) Each days of the date of this Agreement, Sellers shall form a North Carolina limited liability company. The operating agreement for that limited liability company (a copy of which shall be provided to Buyer) shall provide that Stevxx Xxxxx xx the sole manager of that entity with the full power and authority to take all lawful actions on behalf of that entity. Within ten (10) days of the date of this Agreement, each Seller hereby shall, in writing, irrevocably appoints constitute and appoint that limited liability company as the Seller Representative as its sole, exclusive, true and lawful representative agent and attorney-in-fact, agent and proxy, fact (the "Seller Representative") of such Seller with full power of substitution to act in its the name, place and stead for of such Seller with respect to all purposes underactions or decisions hereunder. Sellers shall promptly provide Buyer a copy of such written appointment(s). Buyer, the other Buyer Indemnitees, and in respect any other person may conclusively and absolutely rely, without inquiry, upon any action of all transactions contemplated by, this Agreement, including, (i) consummating Seller Representative as 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 action of each Seller, determining the satisfaction of, or otherwise waiving, and upon any closing condition contained in Article VIII, and giving or agreeing to, on action of Stevxx Xxxxx xx behalf of such Seller, any and all consents, waivers, amendments, or modifications, deemed by Seller Representative as the authorized action of Seller Representative, in its sole discretion, all matters related to be necessary or appropriate, under this Agreement, and, in and 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 confirms all that the Seller Representative shall have the authorization, power and authority do or cause to take any be done by virtue of its appointment as Seller Representative 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 SellersStevxx Xxxxx xxxll do as sole manager of Seller Representative. 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 All actions by the Seller Representative are acknowledged by the parties hereto to be taken by it solely as agent and attorney-in-fact of each Seller. Each Seller covenants and agrees that he or it will not voluntarily revoke the power of attorney conferred upon Seller Representative. If any Affiliate Seller dies or becomes incapacitated, disabled or incompetent and, as a result, the power of the attorney conferred on Seller Representative with respect to any claim asserted against is revoked by operation of law, it shall not be a breach under this Agreement if the heirs, beneficiaries, estate or damages incurred by or on behalf other legal representative of such Seller confirms the Seller Representative or such Affiliate appointment of the Seller Representative as a result agent and attorney-in-fact for such party. If at any time Stevxx Xxxxx xxxs or resigns from the position of sole manager of Seller Representative, the Seller Representative carrying out his, her or its duties and obligations as other Sellers shall designate Allex Xxxx xx the Seller Representative as contemplated by this Agreementsuccessor sole manager.
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Samples: Equity Interest Purchase Agreement (Beasley Broadcast Group Inc)
Appointment of Seller Representative. (a) Each Seller The Sellers hereby irrevocably appoints the Seller Representative appoint and designate Xxxxxxx Xxxxx as its sole, exclusive, true and lawful representative and their attorney-in-fact, agent and proxyduly authorized representative (such Person, with full power in such capacity, or such other Person as shall be substituted as the Seller Representative in accordance herewith, the “Seller Representative”), for the purposes of substitution to act in its name, place and stead for all purposes under, and in respect of all the transactions contemplated by, by this Agreement, including, (i) consummating the Acquisitionwithout limitation, (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) act on behalf of each Seller, determining Sellers with respect to the satisfaction of, or otherwise waiving, any closing condition contained in Article VIII, receipt and giving or agreeing to, of notices and to otherwise act on behalf of such SellerSellers with respect to the provisions of this Section 8, any Section 2.4 and all consents, waivers, amendments, the Escrow Agreement and making demand on the Demand Note. Upon the death or modifications, deemed by incapacity of the Person acting as the Seller Representative, the Sellers shall promptly by written consent of each of the Sellers, appoint a substitute Seller Representative and forthwith notify Buyer in its sole discretion, writing of such appointment. Buyer shall be entitled to be necessary rely upon all actions taken or appropriate, under notices given by a Seller Representative prior to Buyer’s receipt of written notice of the appointment of a substitute Seller Representative hereunder. The Seller Representative is hereby authorized by this Agreement, andas a specific term and condition hereof, in each case, executing to act hereunder and delivering any documents that may be necessary or appropriate in connection therewith, under the Escrow Agreement as attorney-in-fact for and to effect the Closing on behalf representative 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 indemnificationand his or its respective heirs, executors, administrators, personal representatives and (vi) generally doing each and every other act and exercise any and all other rights which such Seller issuccessors, or Sellers collectively areas applicable, permitted or required to do or exercise under this Agreement. In additionprovided, if one or more of the Sellers are an Indemnifying Party with respect to a Third Party Claimhowever, then Purchaser and each of the Sellers hereby agree that the Seller Representative shall not have the authorization, power and authority to take act on behalf of any Seller to amend this Agreement, the Escrow Agreement or any other agreement provided for herein or contemplated hereby. The execution and delivery of this Agreement by each Seller shall constitute approval on behalf of such Seller and his or its respective heirs, executors, administrators, personal representatives and successors, as applicable, of the appointment and designation of the Seller Representative as provided hereunder and of his authority to act hereunder on their behalf. None of Buyer or any Affiliate (not including any Governmental Entity) of Buyer shall have any liability to any Seller in connection with its or their reliance on the authority of the Seller Representative to act on behalf of the Sellers as set forth herein. Sellers, jointly and severally, hereby agree to indemnify, defend and hold the Seller Representative harmless from any and all action claims, actions 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 proceedings against the Seller Representative and any Affiliate of and all Losses suffered by the Seller Representative with respect to any claim asserted against or damages incurred by or on behalf arising out of his service as the Seller Representative hereunder except for such claims, actions and proceeding and such Losses as shall result from acts or such Affiliate omissions of the Seller Representative as are finally determined by a result court of competent jurisdiction, from which no appeal can be taken, to have constituted bad faith, gross negligence or willful misconduct. Buyer agrees to provide to IPG a copy of all notices given to the Seller Representative carrying out his, her under this Agreement or its duties the Escrow Agreement and obligations to provide the same by the same means of delivery as used to give such notice to the Seller Representative as contemplated by this Agreement.Representative. 8.3
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