Common use of Appointment of the Sellers’ Representative Clause in Contracts

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. (a) By the execution Each of Xxxxx and delivery of this Agreement, each Seller Xxxxx hereby irrevocably constitutes appoint 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, designate the Sellers’ Representative has full power and authority, as their representative to act on behalf of each such Seller for certain purposes, as specified in this Section 9.9. Xxxxx and his successors Xxxxx hereby grant to the Sellers’ Representative such powers and assigns, authority as are necessary to carry out the following functions as the representative of each such Seller: (i) interpret to give and receive notices on behalf of each such Seller, (ii) to administer and resolve any claims arising under this Agreement, and (iii) to take such other actions on behalf of the terms and provisions of Sellers as are contemplated by 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 Transaction Documents or permitted to be given otherwise deemed necessary or advisable by the Sellers’ Representative in connection with the consummation furtherance of the transactions contemplated by Transactions. For the avoidance of doubt, nothing in this Agreement, Section 9.9 shall be deemed to expand or alter the joint and several nature of the indemnification obligations of the Sellers pursuant to Article VII hereof. The Purchaser and any Purchaser Indemnified Party (iiiA) negotiate and settle shall be entitled to rely on any dispute related to any post-Closing Purchase Price adjustments as contemplated by Section 1.05 including by making action 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 decision of the Sellers’ Representative hereunder and (B) shall have no liability to any Seller for any actions taken pursuant to instructions within the accomplishment authority 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 Representative. The appointment of the Sellers’ Representative on behalf as the representative of the Sellers in connection will be deemed coupled with this Agreementan interest, and (xi) terminate the Purchaser 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 Seller is a party. All that the Sellers’ Representative will do or cause to be done by virtue of his appointment as the representative of the Sellers pursuant to this Section 10.019.9 is hereby ratified and confirmed by each of the Sellers.

Appointment of the Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxxxx Xxxx Xxxxx Xxxxxxxx as the initial true and lawful agent and attorney-in-fact (the “Sellers’ Representative”) of such the 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 his, her or its 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, including, without limitation, to prepare the deliver the Exhibit B, (iii) negotiate and settle any dispute related to any post-Closing Purchase Price adjustments as contemplated by Section 1.05 1.04, including by making or authorizing any payment to Purchaser on behalf of the Sellers from the Working Capital Escrow Amount in connection therewith, (iv) receive service of process in connection with any indemnification 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, indemnification claims and initiate claims and comply with orders and judgments with respect to such indemnification 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) authorize delivery or object to deliveries delivery to any Purchaser Indemnified Party of the Working Capital Escrow Amount or any portion thereof in satisfaction of indemnification claims brought by any Purchaser Indemnified Party for Purchase Price adjustments, respectively, Indemnity Losses hereunder; (viii) take all actions desirable, advisable or required to be done by the Sellers pursuant to Article VIII, (ix) receive and distribute any portion of the Working Capital Escrow Amount or and the Adjustment Amount Purchase Price adjustment, if any, pursuant to Section 1.04(g) received by the Sellers’ Representative to Sellers, (ix) prepare the Sellers and deliver the Payment Spreadsheet, (x) take all actions necessary or appropriate in the judgment of the Sellers’ Representative on behalf of the Sellers in connection with this Agreement, and (xi) terminate this Agreement pursuant to Section 10.01.

Appointment of the Sellers’ Representative. (a) By The Seller Parties have appointed, as of the execution date hereof, Xxxxxxxx Xxxxx as the representative of the Seller Parties as described in this Section 9.02 and delivery of elsewhere in this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxxxx Xxxx . The Sellers’ Representative is designated as the initial true and lawful agent and exclusive authorized representative, attorney-in-fact (and agent for and on behalf of the “Sellers’ Representative”) of such Seller with full authority Parties and power of substitution to act in the name, place their successors and stead of such Seller assigns with respect to the consummation of post-Closing adjustments contemplated by Article II, claims for indemnification under Article VIII and the transactions contemplated hereunder. Without limiting the generality of the foregoing, taking by the Sellers’ Representative has full power of any and authority, on behalf of each Seller and his successors and assigns, to (i) interpret the terms and provisions of this Agreement all actions and the Related Agreements, (ii) execute and deliver and receive deliveries making of all agreements, amendments, certificates, statements, notices, approvals, extensions, waivers, undertakings and other documents any decisions required or permitted to be given in connection with taken by 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 Sellers’ Representative under this Agreement, including the exercise of the power to: (vi) deliver certain certificates or agreements to the Purchasers or such other persons as the Sellers’ Representative deems necessary to consummate the Closing, including, without limitation, delivering the closing certificates set forth in Sections 2.06(a)(ix) and 6.03(c); (ii) 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 of courts with respect to, any indemnification claims under this Agreement; (iii) litigate, arbitrate, resolve, settle or compromise any claim for indemnification made pursuant to such claimsArticle VIII; (iv) withhold from any amounts otherwise payable to the Sellers hereunder, or pursue and seek payment from the Seller Parties of, any Losses arising out of or resulting from a breach of any representation or warranty that specifically relates to the Seller Parties’ ownership of the Intangible Assets or the Shares; (v) seek and pursue any claims against third parties that the Sellers may have in respect of any Losses recovered by a Purchaser Indemnified Party hereunder and (vi) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing, (vi) give . The Sellers’ Representative shall have authority and receive notices and communications, (vii) object power to deliveries act on behalf of the Working Capital Escrow Amount for Purchase Price adjustmentsSellers with respect to the disposition, respectively, (viii) distribute any portion settlement or other handling of the Working Capital Escrow Amount adjustments contemplated by Article II and all claims under Article VIII and all rights or the Adjustment Amount received obligations arising under Article II or otherwise as contemplated by this Agreement. The Seller Parties have agreed to be bound by all actions taken and documents executed by the Sellers’ Representative in connection with Article II and Article VIII, and the Purchasers shall be entitled to rely on any such action or decision of the Sellers’ Representative. In furtherance of the foregoing, (ix) prepare the Seller Parties have agreed and deliver acknowledged that the Payment SpreadsheetPurchasers shall be entitled to rely on any instruction or direction provided by the Sellers’ Representative pursuant to the terms of this Agreement regarding the payment of any amount owed to the Seller Parties hereunder. In performing the functions specified in this Agreement, (x) take all actions necessary the Sellers’ Representative may act upon any instrument or appropriate other writing believed by the Sellers’ Representative in good faith to be genuine and to be signed or presented by the judgment proper Person and shall not be liable to the Seller Parties in connection with the performance of his duties pursuant to the provisions of this Agreement. The Sellers’ Representative shall be indemnified and held harmless by the Seller Parties from and against any Loss incurred on the part of the Sellers’ Representative on behalf and arising out of Sellers or in connection with the acceptance or administration of his duties hereunder. The Seller Parties have agreed to release, waive and not to xxx the Sellers’ Representative or any of his Affiliates, employees, agents or Representatives for any and all Losses, including, without limitation, statutory or common law rights of contribution or cost recovery, judgments or expenses which may now exist or which may hereafter arise in connection with the Companies or the Subsidiaries or any matter addressed by this Agreement or any other agreement contemplated by this Agreement. Any out-of-pocket costs and expenses incurred by the Sellers’ Representative in connection with actions taken by the Sellers’ Representative pursuant to this Section 9.02 or otherwise in connection with this Agreement, including the hiring of legal counsel and (xi) terminate the incurring of legal fees and costs, shall be the responsibility of the Seller Parties. Without limiting the generality of the foregoing, the Sellers’ Representative shall have full power and authority to interpret all the terms and provisions of this Agreement pursuant Agreement, and to Section 10.01consent to any amendment hereof or thereof, on behalf of the Seller Parties and their successors and assigns.

Appointment of the Sellers’ Representative. (a) By the execution Each of Stone and delivery of this Agreement, each Seller Sxxxx hereby irrevocably constitutes appoint 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, designate the Sellers’ Representative has full power and authority, as their representative to act on behalf of each such Seller for certain purposes, as specified in this Section 9.9. Stone and his successors Sxxxx hereby grant to the Sellers’ Representative such powers and assigns, authority as are necessary to carry out the following functions as the representative of each such Seller: (i) interpret to give and receive notices on behalf of each such Seller, (ii) to administer and resolve any claims arising under this Agreement, and (iii) to take such other actions on behalf of the terms and provisions of Sellers as are contemplated by 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 Transaction Documents or permitted to be given otherwise deemed necessary or advisable by the Sellers’ Representative in connection with the consummation furtherance of the transactions contemplated by Transactions. For the avoidance of doubt, nothing in this Agreement, Section 9.9 shall be deemed to expand or alter the joint and several nature of the indemnification obligations of the Sellers pursuant to Article VII hereof. The Purchaser and any Purchaser Indemnified Party (iiiA) negotiate and settle shall be entitled to rely on any dispute related to any post-Closing Purchase Price adjustments as contemplated by Section 1.05 including by making action 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 decision of the Sellers’ Representative hereunder and (B) shall have no liability to any Seller for any actions taken pursuant to instructions within the accomplishment authority 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 Representative. The appointment of the Sellers’ Representative on behalf as the representative of the Sellers in connection will be deemed coupled with this Agreementan interest, and (xi) terminate the Purchaser 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 Seller is a party. All that the Sellers’ Representative will do or cause to be done by virtue of his appointment as the representative of the Sellers pursuant to this Section 10.019.9 is hereby ratified and confirmed by each of the Sellers.

Appointment of the Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller Selling Party hereby irrevocably constitutes and appoints Xxxxxxx Xxxx Axxxxx Xxxxxxxxxxx as the initial true and lawful agent and attorney-in-attorney in fact (the “Sellers’ ' Representative”) of such Seller Selling Party with full authority and power of substitution to act in the name, place and stead of such Seller Selling Party 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 Selling Party and his or its successors and assigns, to (i) interpret the terms and provisions of this Agreement and the Related AgreementsEscrow Agreement, (ii) execute and deliver and receive deliveries of the Escrow Agreement and 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 post Net Working Capital adjustments as contemplated by Section 1.05 2.9, including by making or authorizing any payment to Purchaser on behalf of Sellers from the Working Capital Escrow Amount Selling Parties in connection therewith, (iv) receive service of process in connection with any indemnification 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, indemnification claims (other than claims with respect to Sections 3.12(b)-(d) for which such authority shall vest only in the applicable Selling Party) and initiate claims and comply with orders and judgments with respect to such claimsindemnification claims (other than claims arising under Sections 3.12(b)-(d) which shall be the sole responsibility of the applicable Seller), 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) authorize delivery or object to deliveries delivery to any Purchaser Indemnified Party 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 any portion thereof in satisfaction of indemnification claims brought by the Sellers’ Representative to Sellersany Purchaser Indemnified Party hereunder, and (ix) prepare and deliver the Payment Spreadsheet, (xviii) take all actions necessary or appropriate in the judgment of the Sellers’ ' Representative on behalf of the Sellers in connection with this Agreement, and (xi) terminate this Agreement pursuant to Section 10.01.

Appointment of the Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller of the Sellers hereby irrevocably constitutes and appoints Xxxxxxx Xxxx Orion Capital Partners, L.P. as the initial his or its 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 namepremises, 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 to receive the terms Excluded Assets, to hold the Excluded Assets either directly or through a holding company, liquidating trust or other entity, to take any and provisions all such actions as it may deem necessary or appropriate to liquidate the Excluded Assets, to make provision for the payment of, and to pay, all fees and expenses for real estate and other taxes and maintenance and other fees and expenses which may be incurred in connection with the ownership and liquidation of the Excluded Assets and to distribute the remaining balance of the proceeds of the Excluded Assets as provided in Article 1 of this Agreement; (ii) to receive the Aggregate Purchase Price, to make provision for the payment of, and to pay, all fees and expenses to be borne by the Sellers as provided in Section 13.1 hereof from the proceeds of the Aggregate Purchase Price, to effect adjustments to the Aggregate Purchase Price and distribute the same in accordance with Article 2 of this Agreement and the Related Agreements, Escrow Agreement; (iiiii) to waive or modify any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement; (iv) to execute and deliver and receive deliveries of all ancillary agreements, amendmentscertificates and documents, certificatesand to make any representations or warranties therein, statements, notices, approvals, extensions, waivers, undertakings and other documents required which the Sellers' Representative may deem necessary or permitted to be given appropriate in connection with the consummation of the transactions contemplated by this Agreement, ; (iiiv) negotiate and settle to do or to refrain from doing any dispute related to any post-Closing Purchase Price adjustments as contemplated by Section 1.05 including by making act or authorizing any payment to Purchaser deed on behalf of the Sellers from which the Working Capital Escrow Amount Sellers' Representative may, in connection therewithits sole discretion, (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 deem necessary or appropriate in order to consummate the judgment of the Sellers’ Representative for the accomplishment of the foregoingtransactions contemplated by this Agreement, as fully and as completely as each such Seller could do if personally present; and (vi) give and to receive all 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 the Sellers under or in connection with this Agreement. Each of the Sellers hereby acknowledges and agrees that, while the Sellers' Representative shall act on behalf of the Sellers in the manner which the Sellers' Representative believes to be in the best interest of the Sellers and (xi) terminate consistent with their obligations under this Agreement pursuant Agreement, the Sellers' Representative shall not be responsible to Section 10.01the Sellers for any loss or damage which any of the Sellers may suffer by reason of the exercise by the Sellers' Representative of its rights or the performance of its duties under this Agreement, other than such loss or damage arising from gross negligence or willful misconduct in the exercise of such rights or performance of such duties. Further, the Sellers hereby agree, severally and not jointly, to indemnify the Sellers' Representative from and against any loss, damage, cost or expense, including attorneys fees or expenses, which the Sellers' Representative may incur or suffer which arise out of or relate to the exercise of its rights or the performance of its duties under this Agreement, other than such losses, damages, costs or expenses, which the Sellers' Representative may incur or suffer as a direct consequence of the Sellers' Representative's gross negligence or willful misconduct in the exercise of such rights or performance of such duties.