Common use of Appointment of Sellers’ Representative Clause in Contracts

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, the Escrow Agreement and the Registration Rights Agreement and in connection with the Indemnity Escrow Fund, including but not limited to asserting, prosecuting or settling any claim against the Buyer or Buyer Sub, defending or settling any claim 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, the Escrow Agreement and the Registration Rights Agreement, and to facilitate the consummation of the transactions contemplated hereby and thereby, and in connection with the activities to be performed by or on behalf of such Members under this Agreement, the Escrow Agreement and the Registration Rights Agreement, and each other agreement, document, instrument or certificate referred to herein or therein. 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 has a disproportionate affect on a Member without the consent of such Member.

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, the Escrow Agreement and the Registration Rights Agreement and in connection with the Indemnity Escrow Fund, 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, the Escrow Agreement and the Registration Rights Agreement, and to facilitate the consummation of the transactions contemplated hereby and thereby, and in connection with the activities to be performed by or on behalf of such Members under this Agreement, the Escrow Agreement and the Registration Rights Agreement, and each other agreement, document, instrument or certificate referred to herein or therein. 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' ’ 70 Representative to take any action that has treats a disproportionate affect on 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.