Appointment of Vendors’ Representative. (1) Each Vendor hereby irrevocably appoints Xxxx Xxxxxxx and Xxxxx Xxxxxxxx (or his nominee), or any successors thereto, as its representative, agent, proxy and attorney in fact (collectively, the "Vendors' Representative") for such Vendor and in such Vendor's name, place and stead for all purposes of this Agreement.
(2) In order to administer efficiently the determination of certain matters under this Agreement, each Vendor hereby agrees that the Purchaser, subject to Section 1.6, will be entitled to:
(a) rely on the Vendors' Representative as having full power, authority and discretion to make all decisions and take all actions relating to the Vendors' respective rights, obligations and remedies under this Agreement including to receive and make payments, to receive and send notices, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification on behalf of Vendors and to defend against indemnification claims of the Purchaser; and
(b) deal only with the Vendors' Representative in respect of all matters arising under this Agreement including to receive and make payments, to receive and send notices (including notices of termination), to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification against the Vendors or any one of them and to defend against indemnification claims of the Vendors.
(3) All references in this Agreement to decisions and actions to be taken by Vendors or any one of them, as the case may be, shall be deemed taken by the Vendors or any one of them, as the case may be, if such decisions or actions are taken by the Vendors' Representative. All references in this Agreement to decisions and actions to be taken by the Purchaser and directed to the Vendors or any one of them, as the case may be, shall be deemed directed to the Vendors or any one of them, as the case may be, if such decisions or actions are directed by the Purchaser to the Vendors' Representative.
(4) Notwithstanding the foregoing, no payment, notice, receipt or delivery of documents, exercise, enforcement or waiver of rights or conditions, indemnification claim or indemnification defence shall be ineffective by reason only of it having been made or given to or by a Vendor directly if each of the Purchaser and such Vendor consent by virtue of not objecting to such dealings without the intermediary of the Vendors' ...
Appointment of Vendors’ Representative. Shareholder Representative Services LLC shall be appointed to act as the Vendors’ Representative on behalf of the Vendors, including the Earn-Out Recipients and the Significant Selling Securityholders in accordance with Section 9.13 of the Arrangement Agreement.
Appointment of Vendors’ Representative. Each Vendor hereby irrevocably appoints Birch Hill Equity Partners Management Inc., or any successor thereto, as its representative, agent, proxy and attorney in fact (the “Vendors’ Representative”) for such Vendor and in such Vendor’s name, place and stead for all purposes of this Agreement. As the representative of Vendors, Vendors’ Representative shall act as the agent for all Vendors and shall have authority to bind each Vendor in accordance with this Agreement.
Appointment of Vendors’ Representative. Each Vendor hereby irrevocably constitutes and appoints Xxxxxxx as its representative (the “Vendors’ Representative”) and as such Vendor’s attorney-in-fact and mandatary in connection with the execution and performance of this Agreement. This power is irrevocable and shall not be affected by the death, incapacity, illness, dissolution or other incapacity to act of any Vendor.
Appointment of Vendors’ Representative. Each of the Vendors and Advisor hereby irrevocably appoints and designates Xxxx Xxxx (“Vendors’ Representative”) as the agent, proxy and attorney in fact for and on behalf of Vendors and Advisor and in Vendors’ and Advisor’s name, place and stead to give and receive notices and communications, to agree, to negotiate, enter into settlements and compromises of claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Vendors’ Representative for the accomplishment of the foregoing. The execution and delivery of this Agreement by Vendors and Advisor shall constitute approval of the appointment of the Vendors’ Representative and all actions or inactions of the Vendors’ Representative pursuant to this Agreement or any Transaction Document and any action taken by the Vendors’ Representative pursuant to this Section 2.5 within the mandate described herein shall have the effect of binding each of the Vendors and Advisor. No bond shall be required of Vendors’ Representative, and Vendors’ Representative shall receive no compensation for its services. Without limiting the generality of the foregoing, each Vendor and Advisor hereby authorizes the Vendors’ Representative to direct the Purchaser that a portion of the Aggregate Cash Consideration to be received, prior to being deposited into the Vendor Accounts, be paid to certain third parties in respect of the Company Transaction Expenses in accordance with (i) Section 2.4(c)(ii), as to the Initial Cash Consideration, and (ii) the Advisor Installment Fees, as to the Installment Cash Consideration.
Appointment of Vendors’ Representative. Each of the Vendors hereby irrevocably appoints and designates Xxxxx Xxxxxxx (“Vendors’ Representative”) as the agent, proxy and attorney in fact for and on behalf of Vendors and in Vendors’ name, place and stead to give and receive notices and communications, to agree, to negotiate, enter into settlements and compromises of claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Vendors’ Representative for the accomplishment of the foregoing. The execution and delivery of this Agreement by Vendors shall constitute approval of the appointment of the Vendors’ Representative and all actions or inactions of the Vendors’ Representative pursuant to this Agreement or any Transaction Document and any action taken by the Vendors’ Representative pursuant to this Section 2.7 within the mandate described herein shall have the effect of binding each of the Vendors. No bond shall be required of Vendors’ Representative, and Vendors’ Representative shall receive no compensation for its services.
Appointment of Vendors’ Representative.
(1) The Vendors' Representative is hereby irrevocably appointed as representative, agent and power of attorney for each Vendor: (a) to give and receive notices and communications relating to the Transaction and other matters contemplated by this Agreement, including those relating to adjustments to the Purchase Price and indemnification claims, (b) to make decisions on behalf of each Vendor with respect to the Transaction and other matters contemplated by this Agreement, including regarding (i) adjustments to the Purchase Price, (ii) indemnification claims,
