Common use of Appointment of the Seller Representative Clause in Contracts

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 to consent to any amendment hereof or thereof on behalf of all of the Sellers.

Appointment of the Seller Representative. (ia) By executing this Agreement, the Sellers shall be deemed to have constituted Each Seller and appointed, effective from Additional Seller irrevocably appoints and after the date of this Agreement, Xxxxx Xxxxxxxx authorizes PWP Fund I as the “Seller Representative” and in such capacity as its agent and attorney-in-fact for to take such action as agent and attorney-in-fact on its or his behalf of each Seller and to act as the Seller Representative exercise such powers under this Agreement in accordance and any Ancillary Agreements which require any form of Seller or Additional Seller approval or consent, together 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 all such vacancy), and such appointment shall become effective powers 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 Representativeare reasonably incidental thereto. The Seller Representative may perform its duties as such through sub-agents and attorneys-in-fact and shall have full power no liability for any acts or omissions of any such sub-agent or attorney if selected by it with reasonable care. Buyer shall be entitled to deal exclusively with the Seller Representative on behalf of any and authority to represent all of the Sellers and their successors Additional Sellers with respect to all matters arising under relating to this AgreementAgreement and the Ancillary Agreements, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever), and will have no Liability whatsoever to the Sellers and Additional Sellers, and each of Parent and Buyer shall be entitled to rely exclusively on any and all actions taken documents executed or purported to be executed on behalf of any Seller or Additional Seller by the Seller Representative hereunder shall be binding upon all such Sellers as if expressly confirmed and ratified in writing by each of themRepresentative, and no Sellers shall have the right on any other action taken or purported 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 be taken on behalf of the Sellers as if the Sellers were acting on their own behalf, including giving and receiving any notice Seller or instruction permitted or required under this Agreement Additional Seller by the Seller Representative Representative, as fully binding upon such Seller or any SellersAdditional Seller and will be indemnified by Sellers and Additional Sellers from and against all Liabilities arising out of, interpreting all actions, decisions and determinations 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 to consent to any amendment hereof or thereof on behalf of all of the SellersRepresentative.

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 Shareholder Representative Services LLC 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 dissolution, liquidation or incapacity (or, if applicable, dissolution or liquidation) bankruptcy of the Seller Representative, the Sellers shall promptly appoint a successor seller representative 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. The Sellers holding a majority of the Pro Rata Percentages of all the Sellers shall have the right to remove a Seller Representative and to appoint a successor Seller Representative; provided, that such removal and appointment of a successor shall be subject to the approval of S6 Holdings, which approval shall not be unreasonably withheld or delayed. 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 or, following the Closing, 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 to consent to any amendment hereof or thereof on behalf of all of the Sellers.

Appointment of the Seller Representative. By virtue of approval of the Merger and this Agreement (iincluding pursuant to the Shareholder Approval) By executing this Agreementor other appointment authorization documentation, or by accepting any consideration payable hereunder, each of the Sellers shall be deemed to have constituted and appointed, effective from and after agreed to irrevocably appoint the date of this Agreement, Xxxxx Xxxxxxxx Seller Representative as the agent and Sellers’ attorney-in-fact for and on behalf exclusive agent in connection with the execution and performance of each Seller this Agreement, the Transaction Documents, the Escrow Agreement and any documents ancillary to act this Agreement as set forth in this Article XII. The powers, immunities and rights to indemnification granted to the Seller Representative under this Agreement in accordance hereunder are irrevocable and coupled with an interest, and shall not be affected by the terms of this Section 8.2(f). In the event of the resignationdeath, removalbankruptcy, death or incapacity (orinsolvency, if applicableincapacity, illness, dissolution or liquidation) other inability to act of any Seller or, in the case of a trust, by the death of any trustee or trustees or the termination of such trust, or any other event, shall be binding on any successor thereto and shall survive the delivery of an assignment by any Seller of the whole or any fraction of its interest in the Purchase Price Adjustment Escrow Account, the Match Indemnification Holdback Amount or the Match Indemnification Escrow Account. The Seller Representative hereby accepts its appointment as “Seller Representative” hereunder without compensation (except for the reimbursement from the Sellers of out-of-pocket fees and expenses incurred by the Seller Representative in its capacity as such). Notwithstanding anything herein to the contrary, in exercising its authority hereunder, 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 may not agree to appoint settle any claim that would impose any material, non-monetary obligation on a successor Seller RepresentativeSeller. The Seller Representative shall have full power act in good faith in exercising its authority hereunder and authority to represent all shall make its decisions and take its actions or inactions based on its determination of what is in 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 best interest of the Sellers as if a group with respect to the Sellers were acting on their own behalfmatters authorized hereunder, including giving and receiving any notice not to the advantage or instruction permitted or required under this Agreement by disadvantage of the Seller Representative or any Sellers, interpreting all of individual Seller over 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 to consent to any amendment hereof or thereof on behalf of all of the Sellersothers.