Common use of Appointment of Sellers’ Representative Clause in Contracts

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. Each of the Sellers Sellers, by execution and delivery of this Agreement, hereby appoints Xxxxx X. Xxxx (consents and agrees to the "Sellers' Representative") with full power and authority to act appointment, effective as of the date hereof, of Oakridge Consulting as the agent of such Seller in connection with the provisions Sellers’ Representative for purposes of this Agreement and the Escrow Agreement. The Sellers’ Representative will act as agent for the Sellers to perform all acts required thereunder, including, but not limited to, making all decisions relating receive or pay adjustments to the exercise Net Purchase Price contemplated by Section 2.3, and will otherwise act from time to time on behalf 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 positionin substitution for, the Sellers who represent a majority percentage under this Agreement generally or in any instance in which the Sellers are permitted or required to act under this Agreement. Unless the authority 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 confined or specifically limited in this Agreement, the authority of the Sellers’ Representative shall be deemed unlimited. The designation of the Sellers’ Representative shall be deemed to constitute the appointment of the Sellers’ Representative as the true and lawful agent and attorney-in-fact of each of the Sellers. The Sellers’ Representative shall be entitled to settle or approve any settlement for any claim for Losses which is to be paid from the Indemnity Holdback. The Buyer shall have no responsibility to the Purchaser and all Sellers. All decisions and Sellers for the actions of the Sellers' ’ Representative in receiving, holding, or disbursing any cash or other property as agent for the Sellers and shall be binding entitled to rely exclusively upon all the apparent authority of the Sellers’ Representative (or any substitute appointed in accordance herewith) until such authority or the designation of such Sellers’ Representative is revoked by action 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 holding not less than two-thirds of the Sellers' RepresentativeShares as of the Closing Date.

Appointment of Sellers’ Representative. (a) Each of Seller hereby irrevocably constitutes and appoints ECP I as such Sellers’ true and lawful attorney-in-fact and agent and authorizes the Sellers Sellers’ Representative to act for such Seller and in such Seller’s name, place and stead in any and all capacities under this Agreement, the Escrow Agreement and agreements contemplated hereby appoints Xxxxx X. Xxxx (and to do and perform every act and thing required or permitted to be done by the "Sellers' Representative") ’ Representative in connection with this Agreement and the agreements contemplated hereby. Each Seller grants to the Sellers’ Representative full power and authority to do and perform each and every act as the agent of and thing necessary or desirable to be done by such Seller in connection with the provisions of transactions contemplated by this Agreement, the Escrow Agreement, and the agreements contemplated hereby, hereby ratifying and confirming all the Sellers’ Representative may lawfully do or cause to be done by virtue hereof. Each Seller acknowledges and agree that, by executing this Agreement and to perform all acts required thereunderwithout any further action by such Seller, including, but not limited to, making all decisions relating to such Seller hereby ratifies and approves any execution and delivery by the exercise of the Option pursuant to Section 1.2 hereof or the resolution and settlement Sellers’ Representative of any disputes under Section 1.2 hereof relating to the determination of Additional Consideration thereunderwaiver, includingamendment, without limitationagreement, receiving and delivering all noticesopinion, giving all approvals and waivers, entering into all amendments and exercising all rights of Sellers thereunder. If certificate or other document contemplated hereby or any other agreements contemplated hereby that are executed by the Sellers' Representative shall die’ Representative, become totally incapacitated, shall otherwise be unable to perform his or her duties or shall resign from and 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 Seller shall be given to the Purchaser bound by such documents or action as fully as if such Seller had executed and all Sellersdelivered such documents. All decisions and actions of the Sellers' ’ Representative shall be binding upon all of the Sellers Sellers, and no Seller shall have the right to object, dissent fromdissent, 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. Each of Seller constitutes and appoints the Sellers hereby appoints Xxxxx X. Xxxx (the "Sellers' Representative"Representative as his true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with full power respect to Article 1 (including the Earnout Amount), and authority (iii) in all matters relating to act as or arising out Article 8 and the agent liability or asserted liability of such Seller in connection with the provisions of this Agreement and to perform all acts required thereunder, includingincluding specifically, but not limited towithout limitation, making all decisions relating accepting and agreeing to the exercise liability of such Seller with respect to any indemnification claim made by Buyer and/or BPC, objecting to any such indemnification claim, disputing the Option pursuant to Section 1.2 hereof liability of such Seller, or the resolution amount of such liability, with respect to any indemnification claim made by Buyer or BPC and prosecuting and resolving such dispute as provided in Article 8, accepting the defense, compromise and settlement of any disputes under Section 1.2 hereof relating third party claim on behalf of such Seller or refusing to accept the determination same, settling and compromising the liability of Additional Consideration thereundersuch Seller as provided in Article 8, including, without limitation, receiving and delivering all notices, giving all approvals instituting and waivers, entering into all amendments and exercising all rights of Sellers thereunder. If prosecuting such actions (including arbitration proceedings) as 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 deem appropriate. The Sellers' Representative to fill such vacancy and written notice of such action shall be given to may take all actions necessary or appropriate in the Purchaser and all Sellers. All decisions and actions judgment of the Sellers' Representative shall be binding upon all for the accomplishment of any of the Sellers foregoing, including retaining counsel, accountants, appraisers and no other advisers, all for the account of each Seller, each Seller shall have agreeing to be fully bound by the right to objectacts, dissent from, protest or otherwise contest the same. The Purchaser shall be permitted to rely upon any written instrument or document executed on behalf decisions and agreements of the Sellers' RepresentativeRepresentative taken and done pursuant to the authority herein granted. Notices and communications to or from the Sellers' Representative shall constitute notice to or from each of the Sellers.

Appointment of Sellers’ Representative. (a) Each of the Sellers does hereby appoints Xxxxx X. Xxxx (i) make, constitute and appoint Izurium as the Sellers’ Representative (the "“Sellers' ’ Representative"”), as his, her or its agent, to act in his, her or its name, place and stead, as such Seller’s attorney-in-fact to act on behalf of such Seller with respect to all matters contemplated by this Agreement and any other documents and agreements contemplated by this Agreement (including any amendments or waivers to this Agreement), including, (A) with full to execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any other documents and agreements contemplated by this Agreement (including any amendments or waivers to this Agreement), (B) to make all elections or decisions contemplated by this Agreement and any other agreements contemplated by this Agreement, and (C) to give and receive on behalf of the Sellers any and all notices from or to any Seller or the Sellers hereunder, and (ii) give and grant unto the Sellers’ Representative the power and authority to (A) do and perform each such act as and thing whatsoever that the agent of such Seller Sellers may or are required to do pursuant to this Agreement and all other documents and agreements executed and delivered by the Sellers in connection with the provisions of this Agreement Agreement, and to perform all acts required thereunder(B) amend, including, but not limited to, making all decisions relating to the exercise modify or supplement any of the Option pursuant to Section 1.2 hereof foregoing in each such Seller’s name, place and stead, as if such Seller had personally done such act, and Izurium as the Sellers’ Representative hereby accepts such appointment. The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of any Seller shall not terminate such appointment or the resolution authority 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 agency 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’ Representative. The Purchaser shall be permitted to rely upon any written instrument or document executed on behalf of the Sellers' Representativepower-of-attorney granted in this Section 6.10(a) is coupled with an interest and is irrevocable.

Appointment of Sellers’ Representative. Each of the Sellers Seller hereby constitutes and appoints Xxxxx Lxxxx X. Xxxx Xxxxxx as its true and lawful attorney-in-fact, agent and representative (the "Sellers' Representative") ), with full power of substitution and resubstitution, for him and in his name, place and sxxxx, in any and all capacities, to negotiate and sign all amendments to this Agreement and all other documents in connection with the transactions contemplated by this Agreement, including without limitation those instruments called for by this Agreement and all waivers, consents, instructions, authorizations and other actions called for, contemplated or that may otherwise be necessary or appropriate in connection with this Agreement or any of the foregoing agreements or instruments, granting unto the Sellers' Representative full power and authority to do and perform each and every act and thing requisite and necessary to be done, as the agent of fully to all intents and purposes as such Seller might or could do in connection person, hereby ratifying and confirming all that the Sellers' Representative, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof, including without limitation the power and authority to deliver and convey such Seller's portion of the Acquired Assets in accordance with the provisions of terms hereof, to receive and give receipt for all consideration due such Seller pursuant to 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 receive all notices, giving all approvals requests and waivers, entering into all amendments demands that may be made under and exercising all rights of Sellers thereunderpursuant to this Agreement. If Should the Sellers' Representative shall die, become totally incapacitated, shall otherwise be unable or unwilling to perform serve or to appoint his or her duties or shall resign from successor to serve in such positionShareholder's stead, and unless 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 successor to fill serve in his stead, such vacancy and written notice of such action Sellers shall be given deemed 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.represented by Bxxxxxxx X.