Appointment of the Seller Representative. (a) Each Seller hereby irrevocably appoints and authorizes GreyLion Seller as the “Seller Representative” and, in such capacity, such Seller’s exclusive and lawful agent and attorney-in-fact to take such action as agent and attorney-in-fact on its, her or his behalf and to exercise such powers under this Agreement and any Ancillary Agreements which require any form of Seller approval or consent, together with all such powers as are reasonably incidental thereto. The Seller Representative may perform its duties as such through sub-agents and attorneys-in-fact and shall have no liability for any acts or omissions of any such sub-agent or attorney if selected by it with reasonable care. Each Seller hereby agrees that Buyer shall be entitled to deal exclusively with the Seller Representative on behalf of any and all Sellers with respect to all matters relating to this Agreement and the Ancillary Agreements, 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 the Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by the Seller Representative, as fully binding upon such Seller.
Appointment of the Seller Representative. (i) By executing this Agreement, the Sellers shall be deemed to have constituted and appointed, effective from and after the date of this Agreement, Xxxxx Xxxxxxxx as the agent and attorney-in-fact for and on behalf of each Seller to act as the Seller Representative under this Agreement in accordance with the terms of this Section 8.2(f). In the event of the resignation, removal, death or incapacity (or, if applicable, dissolution or liquidation) of the Seller Representative, the Sellers shall promptly appoint a successor seller representative (and in any event within ten Business Days of such vacancy), and such appointment shall become effective as to any such successor when a copy of such instrument shall have been delivered to Buyer. Sellers holding a majority of the Pro Rata Percentages of all Sellers shall have the right to remove a Seller Representative and to appoint a successor Seller Representative. The Seller Representative shall have full power and authority to represent all of the Sellers and their successors with respect to all matters arising under this Agreement, and all actions taken by the Seller Representative hereunder shall be binding upon all such Sellers as if expressly confirmed and ratified in writing by each of them, and no Sellers shall have the right to object, dissent, protest or otherwise contest the same. The Seller Representative shall take any and all actions that it believes are necessary or appropriate under this Agreement for and on behalf of the Sellers as if the Sellers were acting on their own behalf, including giving and receiving any notice or instruction permitted or required under this Agreement by the Seller Representative or any Sellers, interpreting all of the terms and provisions of this Agreement, authorizing payments to be made with respect hereto, defending all Claims against the Sellers pursuant to Section 8.2(a) of this Agreement, consenting to, compromising or settling all indemnification claims, conducting negotiations with Buyer and its agents regarding such claims, dealing with Buyer under this Agreement with respect to all matters arising under this Agreement, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other agents in connection with the foregoing matters. Without limiting the generality of the foregoing, the Seller Representative shall have full power and authority to interpret all the terms and provisions of this Agreement and...
Appointment of the Seller Representative. (a) In order to efficiently administer the defense and/or settlement of any claims for indemnity by a Buyer Indemnitee pursuant to this Article IX, the Seller Representative is hereby appointed to serve as the representative of the Seller and the Shareholders. The Seller Representative shall have full power and authority to make, on behalf of the Seller Parties, all decisions relating to the defense and/or settlement of any claims for which any Buyer Indemnitee may claim to be entitled to indemnity pursuant to this Article IX and otherwise to act on behalf of the Seller Parties in all respects with respect to this Agreement, including, without limitation, the amendment or termination thereof. All decisions and actions by the Seller Representative shall be binding upon all of the Seller Parties, and no Seller Party shall have the right to object to, dissent from, protest or otherwise contest the same.
Appointment of the Seller Representative. The Seller Entities hereby appoint Xxxxx (in such capacity, the “Seller Representative”) to represent the Seller Entities in connection with (i) Section 3.4 (the “Earn Out Claims”) and (ii) the indemnification obligations under Section 17.1 that are joint and several as to the Seller Entities (collectively, the “Joint Indemnification Claims”, and together with the Earn Out Claims, the “Representative Claims”). All acts of the Seller Representative will be binding on the Seller Entities for all purposes with respect to the Representative Claims, and Purchaser, Parent and Purchaser Parties may rely on the authority of the Seller Representative for all purposes with respect to the Representative Claims. The appointment of Seller as the Seller Representative is coupled with an interest and all authority hereby conferred shall be irrevocable and shall not be terminated by any or all of the Seller Entities except as provided herein.
Appointment of the Seller Representative. (a) RHA Seller is hereby appointed as the representative for Sellers (the “Seller Representative”) and shall be fully authorized to take any action (or to determine to take no action) with respect to all claims, and all other notices and communications relating to this Agreement and the transactions contemplated hereby and the Seller Representative is hereby irrevocably appointed and authorized to act as the exclusive agent, proxy and attorney-in-fact for Sellers for all purposes under this Agreement.
Appointment of the Seller Representative. Each Seller does hereby irrevocably appoint the individual executing a joinder agreement to this Agreement on and as of the date hereof as the initial “Seller Representative” as its true and lawful attorney-in-fact and agent, with full power of substitution or re-substitution, to act on behalf of such Seller with respect to the transfer of the Shares owned by such Seller to Purchaser in accordance with the terms and provisions of this Agreement, and to act on behalf of such Seller in any litigation or arbitration involving this Agreement (other than any litigation or arbitration involving the indemnification obligation of such Seller under Section 11.2(b)), to do or refrain from doing all such further acts and things, and to execute all such documents as the Seller Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power:
Appointment of the Seller Representative. (a) In order to efficiently administer the defense and/or settlement of any claims for indemnity by a Buyer Indemnitee pursuant to this Article IX, the Seller Representative is hereby appointed to serve as the representative of the Seller and the
Appointment of the Seller Representative. Each of the Sellers hereby irrevocably (except as set forth in Section 9.2) appoints Cito Capital Corporation, and any replacement representative appointed pursuant to Section 9.2, as the Seller Representative, with full power of substitution and resubstitution, as such Seller’s representative and attorney-in-fact and agent to act for such Seller with respect to all matters arising in connection with this Agreement, including the power and authority, exercisable in the sole discretion of the Seller Representative, to (i) take any action contemplated to be taken by the Sellers under this Agreement, including pursuant to Article VII; (ii) negotiate, determine, defend and settle any disputes that may arise under or in connection with this Agreement, including with respect to any Claim pursuant to Article VII; and (iii) make, execute, acknowledge and deliver any releases, assurances, receipts, requests, instructions, notices, agreements, certificates and any other instruments, and generally do any and all things and take any and all actions that may be requisite, proper or advisable in connection with this Agreement, including pursuant to Article VII.
Appointment of the Seller Representative. By approval and adoption of this Agreement, each Seller hereby irrevocably appoints Xxxxx Xxxxxxx, Xxxxx Xxxxx and Xxxxx Xxxxxx, and their duly appointed successors, as its, his or her true and lawful attorney in fact 42 and agent (the “Seller Representative”), with full power of substitution or resubstitution, to act on behalf of such Seller in any disputes involving the Transaction Documents (other than any disputes involving Claims for which such Seller is solely liable), to do or refrain from doing all such further acts and things, and to execute all such documents as the Seller Representative deems necessary or appropriate in connection with the Transactions, including the power:
Appointment of the Seller Representative. (a) Sellers irrevocably appoint Seller Representative as their true and lawful agent, attorney-in-fact and representative (with full power of substitution in the premises), and grant unto said agent, attorney-in-fact and representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as Sellers could do in person, hereby ratifying and confirming all that Seller Representative may lawfully do or cause to be done by virtue hereof. Each Seller agrees that such agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Seller Representative and Purchaser and shall survive the death, incapacity, bankruptcy or dissolution of each such Seller. By its execution hereof, Seller Representative hexxxx xccepts such appointment.
