Escrow; Sellers’ Representative Clause Samples

Escrow; Sellers’ Representative. (a) The parties shall appoint a mutually acceptable bank or trust company to act as escrow agent (the “Escrow Agent”) in connection with the transactions contemplated by this Agreement. Upon the execution of this Agreement, the Escrow Agent, the Sellers and the Buyer shall execute an escrow agreement in the form set forth on Exhibit E (the “Escrow Agreement”). (b) Each Seller hereby irrevocably appoints the Sellers’ Representative as the sole representative of the Sellers to act as the agent and on behalf of such Sellers regarding any matter relating to or under this Agreement, including for the purposes of: (i) determining whether the conditions to Closing in Article 10 have been satisfied and supervising the Closing, including waiving any condition, as determined by the Sellers’ Representative in its sole discretion; (ii) taking any action that may be necessary or desirable, as determined by the Sellers’ Representative in its sole discretion, in connection with the termination of this Agreement or the extension of the Closing Date in accordance with Article 11; (iii) taking any and all actions that may be necessary or desirable, as determined by the Sellers’ Representative in its sole discretion, in connection with the amendment of this Agreement in accordance with Section 13.02; (iv) accepting notices on behalf of the Sellers in accordance with Section 13.05; (v) delivering or causing to be delivered to the Buyer at the Closing transfer certificates and/or assignments signed by the Sellers representing the Capital Interests, the Loan Notes and the Aviation Loans to be sold by the Sellers hereunder; (vi) executing and delivering, on behalf of the Sellers, any and all notices, documents or certificates to be executed by the Sellers, in connection with this Agreement and the transactions contemplated hereby; executing and delivering, on behalf of the Sellers, the Escrow Agreement; (vii) granting any consent or approval on behalf of the Sellers under this Agreement; and (viii) enforcing and protecting the rights and interests of the Sellers arising out of or under or in any manner relating to this Agreement and the Escrow Agreement in respect the PPA Escrow Account, and taking any and all actions which the Sellers’ Representative believes are necessary or appropriate under this Agreement and/or the Escrow Agreement in respect of the PPA Escrow Account for and on behalf of the Sellers, including, without limitation, asserting or pursuing any claim, dispute, ...