Appointment of Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx as the initial true and lawful agent and attorneys-in-fact (the “Sellers’ Representative”) of the Sellers with full authority and power of substitution to act in the name, place and stead of such Sellers with respect to the consummation of the transactions contemplated hereunder.
(b) Investor, and any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of the Sellers’ Representative as the consent, approval or action, as the case may be, of each Seller individually and all Sellers as a group in all matters referred to herein, and each Seller confirms all that the Sellers’ Representative shall do or cause to be done by virtue of his or her appointment as the Sellers’ Representative.
(c) Each Seller covenants and agrees that he or she will not voluntarily revoke the power of attorney conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the power of attorney conferred by this Section 12.04 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Sellers’ Representative as agent and attorneys-in-fact for such Successor Seller.
(d) Each of the Sellers hereby consents and agrees to all actions or inactions taken or omitted to be taken in good faith by the Sellers’ Representative under this Agreement and hereby agrees to indemnify and hold harmless the Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and the Sellers (or any of them) or between any such person or persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactions.
Appointment of Sellers’ Representative. (a) By delivery of a duly executed Letter of Transmittal, each of the Sellers irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability company, as its true and lawful attorney-in-fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as such Seller's agent (with full power of substitution), to take such action on such Seller's behalf with respect to all matters relating to this Agreement and the Transactions, including without limitation, to negotiate, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents to effect any of the Transactions and to take all actions necessary or appropriate in connection with the foregoing. All decisions and actions by the Sellers' Representative, including any agreement between the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative shall incur no liability to the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellers. Sellers' Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Sellers' Representative.
Appointment of Sellers’ Representative. (a) The Sellers hereby irrevocably constitute and appoint Xxxxx Xxxxxxx as the Sellers’ Representative, effective as of the Closing Date. The appointment of such Sellers’ Representative is coupled with an interest and all authority hereby conferred shall be irrevocable and such Sellers’ Representative is hereby authorized and directed to perform and consummate all of the transactions contemplated by this Agreement. Not by way of limiting the authority of the Sellers’ Representative, each and all of the Sellers, by their adoption of this Agreement, for themselves and their respective heirs, executors, administrators, successors and assigns hereby authorize the Sellers’ Representative to:
(i) execute and deliver on their behalf all documents and instruments which may be executed and delivered pursuant to this Agreement, except that all stock powers and letters of transmittal with respect to the transfer of the Shares shall be personally executed by the Sellers;
(ii) make and receive notices and other communications pursuant to this Agreement and each Seller acknowledges that any notice given the Sellers’ Representative will constitute notice to each and all of the Sellers at the time the notice is given to the Sellers’ Representative;
(iii) settle any dispute, claim, action, suit or proceeding arising out of or related to this Agreement or any of the transactions hereunder, including, without limitation, the calculation of the Earn-Out Consideration, or the defense, settlement or compromise of any claim, action or proceeding for which Purchaser may be entitled to indemnification;
(iv) appoint or provide for successor agents; and
(v) retain advisors, including, without limitation, counsel, accountants and other third parties, to assist with the discharge of the duties set forth in this Agreement and to pay expenses incurred or which may be incurred by or on behalf of the Sellers in connection with this Agreement.
(b) In the event of the death or disability of the Sellers’ Representative, the Sellers representing a majority in interest of the Escrow Fund shall promptly appoint a successor. No person serving as the Sellers’ Representative under this Agreement shall have any personal liability to any Seller or the Purchaser or its permitted assigns with respect to any action taken, suffered or omitted by him hereunder as a Sellers’ Representative while acting in good faith and in the absence of gross negligence or willful misconduct, and any act done, suffered o...
Appointment of Sellers’ Representative. Each of the Sellers hereby appoints Xxxxx X. Xxxx (the "Sellers' Representative") with full power and authority to act as the agent of such Seller in connection with the provisions of this Agreement and to perform all acts required thereunder, including, but not limited to, making all decisions relating to the exercise of the Option pursuant to Section 1.2 hereof or the resolution and settlement of any disputes under Section 1.2 hereof relating to the determination of Additional Consideration thereunder, including, without limitation, receiving and delivering all notices, giving all approvals and waivers, entering into all amendments and exercising all rights of Sellers thereunder. If the Sellers' Representative shall die, become totally incapacitated, shall otherwise be unable to perform his or her duties or shall resign from such position, the Sellers who represent a majority percentage of the Shares sold on the Closing Date pursuant to Section 1.1 hereof shall appoint a new Sellers' Representative to fill such vacancy and written notice of such action shall be given to the Purchaser and all Sellers. All decisions and actions of the Sellers' Representative shall be binding upon all of the Sellers and no Seller shall have the right to object, dissent from, protest or otherwise contest the same. The Purchaser shall be permitted to rely upon any written instrument or document executed on behalf of the Sellers' Representative.
Appointment of Sellers’ Representative. (a) Each of the Sellers irrevocably appoints Fremont, as its true and lawful attorney-in-fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as such Seller's agent (with full power of substitution), to take such action on such Seller's behalf with respect to all matters relating to this Agreement and the Transactions, including without limitation, to make all determinations, agreements and settlements relating to the working capital procedures set forth in Section 2.8, to negotiate, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents to effect any of the Transactions and to take all actions necessary or appropriate in connection with the foregoing. All decisions and actions by Sellers' Representative, including any agreement between Sellers' Representative and Purchaser relating to indemnification obligations of the Sellers under Article VIII, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Sellers' Representative shall incur no liability to the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VIII, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by Sellers' Representative shall not be liable to the Sellers. Sellers' Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against Sellers' Representative.
Appointment of Sellers’ Representative. (a) Seller hereby designates, appoints and authorizes any two members of Seller's management board ("SELLER'S REPRESENTATIVE") to serve as Seller's exclusive representative and attorney-in-fact to make any and all decisions, grant or withhold any and all consents and waivers, give or accept any and all instructions and notices, and take any and all other actions as are contemplated to be taken by or on behalf of Seller by the terms of this Agreement or any Transaction Document.
(b) Any decision or act of Seller's Representative will constitute a decision or act of Seller, and will be final, binding and conclusive upon Seller. Parent and Purchaser may conclusively rely upon any decision or act of Seller's Representative as being the decision or act of Seller and Seller will not have the right to object, dissent, protest or otherwise contest the same.
Appointment of Sellers’ Representative. Stockholders and Grandi hereby irrevocably appoint Xxxxxx Xxxxxxxxx, Jr. (“Sellers Representative”), as Stockholders’ and Grandi’s representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of Stockholders and Grandi, and to act on behalf of Stockholders and Grandi in all matters involving this Agreement, including, without limitation, the power: (a) to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with any notices under this Agreement; (b) to execute and deliver all ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with this Agreement; and (c) to act for each Seller and Grandi with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any claim on behalf of Stockholders and Grandi, to bring and transact matters of litigation and to refer matters to arbitration.
Appointment of Sellers’ Representative. The Sellers hereby appoint and authorize Seller 3 as their legal representative (the "Sellers' Representative")
Appointment of Sellers’ Representative. Pursuant to the Member Written Consent, the Sellers’ Representative (including its successors and assigns) is appointed, authorized and empowered to be the exclusive proxy, representative, agent and attorney-in-fact of each of the Members, with full power of substitution, to give and receive notices and communications, to take any and all action on behalf of the Members pursuant to this Agreement, including but not limited to asserting, prosecuting or settling any claim against the Buyer or Buyer Sub, defending or settling any claim validly asserted by the Buyer or Buyer Sub, and otherwise to act and execute, deliver and receive all documents, instruments and consents on behalf of such Members at any time after the date hereof, in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement, and in connection with the activities to be performed by or on behalf of such Members under this Agreement. By executing this Agreement, the Sellers’ Representative accepts such appointment, authority and power. Notwithstanding anything in this Article IX to the contrary, the Sellers’ Representative shall not be authorized in its capacity as the Sellers’ Representative to take any action that treats a Member in its capacity as such different from other Members or increases the liability of any Member without the consent of such Member. For the avoidance of doubt, the Sellers’ Representative shall have no authority to act on behalf of the Members under any agreement or document other than pursuant to the terms of this Agreement.
Appointment of Sellers’ Representative. Sellers hereby appoint Jamex X. Xxxx xx act as the representative of each of them in taking any action permitted or required to be taken by Sellers in connection with the performance of this Agreement. Buyer may conclusively rely on any actions taken by Jamex X. Xxxx xx constituting the actions of all Sellers in connection with the performance of this Agreement, and Buyer shall not be liable for, and no claim or cause of action shall be asserted against Buyer for, the errors, acts, or omissions of Jamex X. Xxxx xxxh respect to Sellers or this Agreement.
