Authorization of Representative. (a) The Representative (and any successor or assign thereof) is hereby appointed, authorized and empowered by the Sellers to act as a representative, for the benefit of the Sellers, as the exclusive agent and attorney-in-fact to act on behalf of each Seller, in connection with and to facilitate the consummation of the Transactions, which shall include the power and authority:
Authorization of Representative. (a) The Representative is hereby appointed, authorized and empowered to act as a representative, for the benefit of the Sellers, as the exclusive agent, attorney-in-fact, proxy and representative to act on behalf of the Sellers, in connection with and to facilitate the consummation of the Transaction, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such amendments, waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the Transaction and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iii) to collect and receive all moneys and other proceeds and property payable to the Representative from the Escrow Funds as described herein, and, subject to any applicable withholding laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative shall disburse and pay the same to each of the Sellers in accordance with such Seller’s Pro Rata Percentage; (iv) as the Representative, to enforce and protect the rights and interests of the Sellers and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any of the Transaction Agreements (including in connection with any and all claims related to Taxes, or claims related to the Closing Date Working Capital), and to take any and all actions which the Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of the Sellers, including asserting or pursuing any claim, action, proceeding or investigation (a “Claim”) against Purchaser and/or any of the Blockers or the Fairway Group Companies (after the Closing), defending any Claims, consenting to, compromising or settling any such Claims, conducting negotiations with Purchaser, the Blockers or the Fairway Group Companies (after the Closing) and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert or institute any Claim; (B) investigate, defend, contest or litigate any Claim (other tha...
Authorization of Representative. (a) Each Contributor and LVP REIT, by its execution of this Agreement, hereby appoints, authorizes and empowers Lightstone Prime, with full power of substitution and resubstitution, to act as the representative (the “Representative”), for the benefit of the Contributors and LVP REIT, and as the exclusive agent and attorney-in-fact to act on behalf of each Contributor and LVP REIT, in connection with and to facilitate the consummation of the Contemplated Transactions, including, without limitation, pursuant to the Escrow Agreement, which shall include the power and authority:
Authorization of Representative. (a) Xxxxxxxxxxx Xxxxx is hereby irrevocably appointed, authorized and empowered by each Seller as the exclusive agent and attorney-in-fact to act on behalf of such Seller in connection with and to facilitate the consummation of the transactions contemplated hereby, including pursuant to the Escrow Agreement. All such actions shall be deemed to be facts ascertainable outside this Agreement and shall be binding on the Sellers. Such appointment shall include the power and authority:
Authorization of Representative. 72. Stone Point Capital LLC (or any of its Affiliates as designated by Stone Point Capital LLC) is hereby appointed, authorized and empowered by the Company, with such appointment to be confirmed by the Equityholders in the Letter of Transmittal, to act as the “Equityholder Representative” (or any other Person from time to time designated by the DOC ID - 32901658.22 85 Equityholders who hold a majority of the Shares as of immediately prior to the Effective Time) for the benefit of the Equityholders, as the exclusive agent and attorney-in-fact to act on behalf of each Equityholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, including pursuant to the Escrow Agreement, which shall include the power and authority (in its sole discretion):
Authorization of Representative. (a) MHC is hereby appointed, authorized and empowered to act as a representative (the "Representative"), for the benefit of the holders of Units, in connection with and to facilitate the consummation of the transactions contemplated hereby, as the exclusive agent and attorney-in-fact to act on behalf of each partner of MLP with respect to any and all Claims relating to any partner of MLP and any and all Claims by the Parent Indemnified Parties arising under this Agreement and in connection with the performance of the various actions required or permitted to be performed on behalf of the holders of Units under the Escrow Agreement and ACN LLC Documents, for the purposes and with the powers and authority hereinafter set forth in this Section 11.1 and in the Escrow Agreement, which shall include the power and authority:
Authorization of Representative. The Representative is duly authorized to act as representative of, and attorney-in-fact for, the Group pursuant to a Purchaser Appointment of Agent and Power of Attorney executed by each member of the Group and dated as of the date hereof. This Agreement has been duly and validly executed and delivered by the Representative and constitutes a valid and binding obligation of the Group, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).
Authorization of Representative. (a) Lxxxxx Xxxxxxxxxxx Xxxxxx (the “Stockholders’ Representative”) is hereby appointed, authorized and empowered to act as the exclusive agent and attorney-in-fact to act on behalf of each Company Securityholder in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority:
Authorization of Representative. 9 3.4 Acquisition of Shares for Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 9 ARTICLE IV
Authorization of Representative. (a) Stockholder Representatives are hereby appointed, authorized and empowered to act as the representatives, for the benefit of the Company Preferred Securityholders, as the exclusive agent and attorney-in-fact to act on behalf of each holder of Preferred Stock, in connection with and to facilitate the consummation of the transactions contemplated hereby, including pursuant to the Escrow Agreement, which shall include the power and authority:
