Appointment of the Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxxxx Xxxx as the initial true and lawful agent and attorney-in-fact (the “Sellers’ Representative”) of such Seller with full authority and power of substitution to act in the name, place and stead of such Seller with respect to the consummation of the transactions contemplated hereunder. Without limiting the generality of the foregoing, the Sellers’ Representative has full power and authority, on behalf of each Seller and his successors and assigns, to (i) interpret the terms and provisions of this Agreement and the Related Agreements, (ii) execute and deliver and receive deliveries of all agreements, amendments, certificates, statements, notices, approvals, extensions, waivers, undertakings and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement, (iii) negotiate and settle any dispute related to any post-Closing Purchase Price adjustments as contemplated by Section 1.05 including by making or authorizing any payment to Purchaser on behalf of Sellers from the Working Capital Escrow Amount in connection therewith, (iv) receive service of process in connection with any claims under this Agreement, (v) agree to, negotiate, enter into settlements and compromises of, pay on behalf of Sellers, and assume the defense of, any claims, and initiate claims and comply with orders and judgments with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing, (vi) give and receive notices and communications, (vii) object to deliveries of the Working Capital Escrow Amount for Purchase Price adjustments, respectively, (viii) distribute any portion of the Working Capital Escrow Amount or the Adjustment Amount received by the Sellers’ Representative to Sellers, (ix) prepare and deliver the Payment Spreadsheet, (x) take all actions necessary or appropriate in the judgment of the Sellers’ Representative on behalf of Sellers in connection with this Agreement, and (xi) terminate this Agreement pursuant to Section 10.01.
Appointment of the Sellers’ Representative. (1) Each Seller hereby irrevocably appoints the Sellers’ Representative, or any successor thereto, as its representative, agent, proxy and attorney in fact for such Seller and in such Seller’s name, place and stead for all purposes of this Agreement and any Ancillary Agreements.
Appointment of the Sellers’ Representative. Each Seller hereby irrevocably constitutes and appoints HKW, as his, her or its lawful attorney-in-fact, as the Sellers’ Representative under this Agreement, with the exclusive authority to act as such hereunder as further provided in this Article XIII. This power of attorney, and all authority hereby conferred, is irrevocable and will not be terminated by any act of any Seller or by operation of Law, whether by the liquidation, winding up, sale, death or incapacity of any Seller or by the occurrence of any other event. The Buyer and the Company shall be entitled to rely conclusively on the instructions and decisions of the Sellers’ Representative as to any actions permitted to be taken by the Sellers’ Representative hereunder.
Appointment of the Sellers’ Representative. (a) The Sellers hereby appoint and designate the Sellers’ Representative as their representative to act on behalf of the Sellers for certain purposes, as specified in this Section 9.09. The Sellers hereby grant to the Sellers’ Representative such powers and authority as are necessary to carry out the following functions as the Sellers’ Representative of the Sellers: (i) to give and receive notices on behalf of the Sellers, (ii) to administer and resolve any claims arising under Section 2.06 and Article VIII hereof, and (iii) to take such other actions on behalf of the Sellers as are contemplated by this Agreement and the other Transaction Documents. For the avoidance of doubt, nothing in this Section 9.09 shall be deemed to expand or alter the joint and several nature of the indemnification obligations of the Sellers pursuant to Article VIII hereof. Parent and any Parent Indemnified Party (A) shall be entitled to rely on any action or decision of the Sellers’ Representative hereunder and (B) shall have no liability to any Seller for any actions taken pursuant to instructions within the authority of the Sellers’ Representative. The appointment of a Person as the Sellers’ Representative of the Sellers will be deemed coupled with an interest and will be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any actions of the Sellers’ Representative as the actions of the Sellers hereunder in all matters referred to in this Agreement or any other Transaction Document to which such Sellers are a party. All that the Sellers’ Representative will do or cause to be done by virtue of its appointment as the Sellers’ Representative of the Sellers pursuant to this Section 9.09 is hereby ratified and confirmed by each of the Sellers.
Appointment of the Sellers’ Representative. Seller hereby appoints the Seller’s Representative as the sole agent of Seller to act on behalf of Seller regarding any matter relating to or arising under this Agreement and any document entered into in connection herewith and the transactions contemplated hereby and thereby, including for the purposes of: (a) receiving any payments due from the Buyer that are required under the terms of this Agreement or any other document entered into in connection herewith to be paid to Seller and, where applicable, distributing such payments to Holdco Sellers, pro rata based on their ownership of Seller; (b) taking any action on behalf of Seller that may be necessary or desirable, as determined by the Seller’s Representative in its sole discretion, in connection with this Agreement, including in connection with the Cash Purchase Price adjustments provided for in Section 2.04, closing procedures provided for in Section 2.05, and the Tax covenants provided for in Section 7.01; (c) executing and delivering, on behalf of Seller, any notices, amendments, documents or certificates to be executed by Seller in connection with this Agreement or any document entered into in connection herewith and the transactions contemplated hereby and thereby; and (d) granting any waiver, consent or approval on behalf of Seller under this Agreement or any document entered into in connection herewith. As the representative of Seller under this Agreement and each other document entered into in connection herewith, the Seller’s Representative shall act as the agent for Seller and shall have authority to bind Seller in accordance with this Agreement and each other document entered into in connection herewith.
Appointment of the Sellers’ Representative. By executing this Agreement, each CCA Stockholder hereby irrevocably appoints SP ComCorp LLC and its duly appointed successors as the Sellers’ Representative and its or his true and lawful exclusive attorney-in-fact and agent, with full power of substitution or resubstitution, to act on behalf of, and in the name, place and stead of, such CCA Stockholder in connection with this Agreement, the Transaction Documents and the transactions contemplated hereby or thereby or in any disputes involving this Agreement or the Transaction Documents (other than any disputes involving Actions for which such CCA Stockholder is solely liable), to do or refrain from doing all such further acts and things, and to execute all such documents, in the name of, and on behalf of, such CCA Stockholder, as the Sellers’ Representative deems necessary or appropriate in its sole discretion in connection with the Transactions, to the extent set forth below. The Sellers’ Representative shall have the power:
Appointment of the Sellers’ Representative. The Sellers and the Guarantors hereby appoint and empower JCM, who accepts such appointment, as agent (mandataire) of the Sellers and of the Guarantors (the “Sellers’ Representative”) to act individually, under and in connection with this Agreement, in the name and on behalf of each Seller or Guarantor, including to negotiate and agree the terms of any amendment thereof and to execute such amendment. This mandate is granted to the Sellers’ Representative free of charge and irrevocably, in the joint interest (intérêt commun) of the Parties with a view to ensuring that this Agreement is duly performed for its duration.
Appointment of the Sellers’ Representative. (1) Each of the Sellers hereby appoints C. Russell de Burlo, Jr. (the "Sellers' Representative") or its dexxxxxx (xx xxxxxxxxx in writing), as the agent, proxy, and attorney-in-fact for such Seller for all purposes under this Agreement (including, without limitation, full power and authority to act on such Seller's behalf) to take any action, should it elect to do so in its sole discretion. Without limiting the generality of the foregoing, the Sellers' Representative shall be authorized to:
Appointment of the Sellers’ Representative. Section 1.01 Marco Gxxxxxxx Xxxxxxxxx (“Sellers’ Representative”) shall be, and hereby is, appointed as agent and attorney-in-fact for the Seller, for and on behalf of the Seller to execute any and all instruments or other documents on behalf of the Seller, and to do any and all other acts or things on behalf of the Seller which the Sellers’ Representative may deem necessary or advisable, or which may be required pursuant to the Agreement or otherwise, in connection with the consummation of the transactions contemplated thereby and the performance of all obligations thereunder before, at or following the Closing.
Appointment of the Sellers’ Representative. Each Holder agrees and consents to the irrevocable appointment of Mercury Fund 2 Holdco LLC (subject to substitution in accordance with Section 7.2 of the Merger Agreement) as the Sellers’ Representative and as the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders, including the undersigned, with full power of substitution, with all of the powers and authority contemplated by (w) the Merger Agreement, including Section 7.2 thereof, (x) the Escrow Agreement, (y) the Paying Agent Agreement and (z) any other Related Agreement, as applicable. Each Holder acknowledges and agrees that any compromise or settlement of any matter by the Sellers’ Representative as contemplated by the Merger Agreement (including Section 7.2 thereof) shall be binding upon, and fully enforceable against, such Holder and each such Holder will not have any right to object, dissent, protest or otherwise contest the same, except in the case of Fraud or bad faith by the Sellers’ Representative.
