Appointment of Sellers’ Agent. Each Seller appoints the ----------------------------- Sellers' Agent (with full power of substitution) as his or its agent and attorney-in-fact to act for him or it and in his or its name in connection with all matters related to this Agreement and the other agreements contemplated hereby (collectively the "Transaction Agreements") and the transactions contemplated by the Transaction Agreements, and each of them gives the Sellers' Agent full power and authority to deliver certificates or other evidence of ownership for his or its Subject Interests, to take all action contemplated to be taken by the Sellers' Agent under the Transaction Agreements, to receive on his or its behalf the purchase price for his Equity Interests payable pursuant to Article II, to execute amendments to the Transaction Agreements (so long as such amendment has been properly authorized by Sellers pursuant to Section 9.15), to give and receive all notices and other communications relating to the Transaction Agreements, and to execute any instruments and documents that the Sellers' Agent may determine necessary in the exercise of his authority pursuant to this power of attorney, all without notice to any of them and with the same effect as if they had themselves taken such action; and each of the Sellers acknowledges and agrees that they shall be bound by, and Buyer and NBP may rely and act upon, any action taken by Sellers' Agent on behalf of the Sellers and upon any instruments and documents signed by him with the same force and effect as if they had themselves so acted. By his execution hereof, Sellers' Agent hereby accepts such appointment and agrees to act as Sellers' Agent under the Transaction Agreements and in connection therewith. Sellers' Agent shall not be liable to Sellers for any action taken or omitted by Sellers' Agent in good faith, and in no event shall Sellers' Agent be liable or responsible except for his own gross negligence or willful misconduct. Sellers shall be liable, jointly and severally, to hold Sellers' Agent (acting in such capacity, but not in his capacity as a Seller) harmless from, and to indemnify and reimburse Sellers' Agent for, all amounts paid by Sellers' Agent pursuant to the Transaction Documents and all claims, liabilities, losses, and expenses (including out-of-pocket and incidental expenses reasonably incurred and reasonable legal fees) arising in connection with any action, suit or claim arising under the Transaction Agreements, provided that...
Appointment of Sellers’ Agent. (a) By execution of this Agreement, each Seller has appointed the Sellers’ Agent as its true and lawful agent and attorney-in-fact such that Sellers’ Agent has the authority, for and on behalf of such Seller, to take such actions and exercise such discretion as are required of such Seller pursuant to the terms of this Agreement, the other Transaction Documents and any related document or instrument, and any such actions shall be binding on such Seller, including, without limitation, the following:
Appointment of Sellers’ Agent. (a) Each French Seller hereby appoints the Sellers’ Agent as its lawful agent (mandataire) in order to do all such things that may be specifically delegated to it under this Agreement for and on behalf of such French Seller.
Appointment of Sellers’ Agent. Each Seller irrevocably ----------------------------- appoints and authorizes Sellers' Agent to do all such acts and things as agent (and not as principal) on his behalf and to exercise all such rights, powers and privileges in relation to this Agreement and the Escrow Agreement as fully and completely as such Seller could on his own behalf, together with all such powers as are reasonably incidental thereto. Each Seller agrees that the foregoing appointment and powers are coupled with an interest and every party acting hereunder or under the Escrow Agreement shall be entitled to rely on any action taken or omitted by Sellers' Agent on behalf of Seller.
Appointment of Sellers’ Agent. Apliko Limited, a company incorporated and registered in England and Wales (the “Seller’s Agent”) shall be constituted and appointed as agent for and on behalf of Seller to give and receive notices and communications, to agree to any release of a portion or all of the Indemnification Holdback Amount to Parent Purchaser and Seller’s forfeiture of a portion or all of the Indemnification Holdback Amount, any reduction in, and Seller’s forfeiture of, a portion or all of the Game Launch Consideration Amount and any Earnout Consideration Amount, as applicable, to object to any such release and forfeiture or reduction and forfeiture, to agree to, negotiate, enter into settlements and compromises of, and initiate proceedings with courts with respect to claims, and comply with orders of courts with respect to such claims, and to take all actions necessary or appropriate in the judgment of Seller’s Agent for the accomplishment of the foregoing. Such agency may be changed by the stockholders of Seller who held more than fifty percent (50%) of the outstanding capital stock of Seller as of the Closing Date. No bond shall be required of Seller’s Agent, and Seller’s Agent shall receive no compensation from Purchasers for its services, and compensation payable to Seller’s Agent, if any, shall be included in the calculation of Transaction Expenses. Notices or communications to or from Seller’s Agent shall constitute notice to or from Seller.
Appointment of Sellers’ Agent. Seller hereby appoints John Xxxxx, xx his successor as Chief Financial Officer of Seller, to act as its agent and attorney-in-fact ("Seller's Agent") with respect to the Escrow Consideration to be delivered to Depository Agent pursuant to Section 2.5 herein above, and to act on its behalf pursuant to the terms set forth in the Depository Agreement.
Appointment of Sellers’ Agent. Each Approved Originator appoints Tech Pacific Holdings Pty Limited to act as its agent (the "Seller's Agent")
Appointment of Sellers’ Agent. (a) Each of the Sellers hereby irrevocably appoints Xxxxx Xxxxx (the "Seller's Agent") as such Sellers' representative, attorney-in-fact and agent, with full power and authority to execute and deliver and to receive, on behalf of such Sellers, all certificates, statements, notices, approvals, extensions, waivers, undertakings and amendments to this Agreement required or permitted to be made, given or delivered hereunder or in connection with the transactions contemplated hereunder. Upon the resignation of the foregoing person, whether by death, disability or otherwise, such person shall be replaced by another person selected by the affirmative vote of the Sellers holding a majority of the Sellers' shares in Purchaser. Any person who becomes a replacement Sellers' Agent shall execute a counterpart of this Agreement to evidence his or her agreement with the terms and conditions of this Agreement.
Appointment of Sellers’ Agent. (i) Each of the Sellers hereby irrevocably appoints Xxxx X. Xxxxx (herein called the "Sellers' Agent") as such Seller's agent and attorney-in-fact to take any action required or permitted to be taken by such Seller under the terms of this Agreement, including, without limiting the generality of the foregoing, the execution, delivery and receipt of any funds, notices, certificates or other documents (including without limitation the Escrow Agreement) to be executed, delivered or received by or on behalf of any or all of the Sellers, the payment of any fees and expenses relating to the transactions contemplated by this Agreement, the representation of the Sellers in the resolution of any disputed matters hereunder or under the Escrow Agreement and in indemnification proceedings hereunder and the rights to waive, modify or amend the terms of this Agreement. The Sellers severally agree to indemnify the Sellers' Agent from and against and in respect of any and all liabilities, damages, claims, costs and expenses, including but not limited to attorneys' fees, arising out of or due to any action as the Sellers' Agent and any and all actions proceedings, demands, assessments, judgments, costs and expenses incidental thereto, except to the extent that the same result from bad faith or gross negligence on the part of the Sellers' Agent.
Appointment of Sellers’ Agent. Irrevocably appoint Blumxx or Kellx ("Xeller's Agent"), as Seller's agent and attorney-in-fact to take any action required or permitted to be taken hereunder by Seller, including without limitation, the giving and receipt of notices to be delivered or received by or on behalf of Seller, the payment of expenses relating to the transactions contemplated under this Agreement, the representation of Seller in indemnification proceedings hereunder, and the right to waiver of any of the terms of this Agreement in any respect, and agree to be bound by any and all actions taken by Seller's Agent. Purchaser shall be entitled to rely exclusively on any communications given by Seller's Agent on behalf of Seller, and shall not be liable for any action taken or not taken in reliance on Seller's Agent. In the event that Seller's Agent resigns or refuses to act, Seller shall promptly appoint another Seller as the substitute Sellers' Agent to act under this Agreement, and Seller shall promptly deliver a copy of such appointment to Purchaser; and
