Common use of Relationship Among Sellers Clause in Contracts

Relationship Among Sellers. Each Seller hereby appoints Cinco Natural Resources Corporation as the sole representative (the “Sellers’ Representative”) of such Seller to act as the agent and on behalf of such Seller for all purposes under this Agreement, including for the purposes of: (i) determining any adjustments to the Purchase Price in accordance with Section 3.4; (ii) instructing Buyer with respect to the distribution of Additional Excluded Items in accordance with Section 3.5(b) and, if applicable, conducting any audits pursuant to Section 3.5(b); (iii) determining whether the conditions to closing in Article IX have been satisfied and supervising the Closing, including waiving any such condition if Sellers’ Representative, in its sole discretion, determines that such waiver is appropriate; (iv) taking any action that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the termination of this Agreement in accordance with Article XI; (v) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the amendment of this Agreement or waivers of any term of this Agreement in accordance with Sections 14.2 and 14.3; (vi) accepting notices on behalf of such Seller in accordance with Section 14.4; (vii) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the payment of the costs and expenses incurred with respect to the Company or such Seller in connection with the transactions contemplated by this Agreement; (viii) granting any consent or approval on behalf of such Seller under this Agreement; and (ix) taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement to be performed by Sellers’ Representative on behalf of any Seller. As the representative of Sellers, Sellers’ Representative shall act as the agent for all such persons, shall have authority to bind each such person in accordance with this Agreement, and Buyer may rely on such appointment and authority until the receipt of notice from Sellers owning at least a majority of the Shares of the appointment of a successor upon 30 days’ prior written notice to Buyer. Neither Seller’s Representative nor any Seller shall have any liability to Buyer for any default under this Agreement by any other Seller. Each Seller shall, however, be responsible to each other Seller for any default under this Agreement.

Relationship Among Sellers. (a) Each Seller hereby irrevocable appoints Cinco Natural Resources Corporation as the sole representative Xxxxxxx (such person, when acting in such capacity, the “Sellers’ Representative”) as the sole representative of such Seller the Sellers to act as the agent and on behalf of such Seller for all purposes under this AgreementSellers regarding any matter relating to the Transaction or Transaction Documents, including for the purposes of: of (i) determining any adjustments to the Purchase Price in accordance with Section 3.4; (ii) instructing Buyer making decisions with respect to the distribution determination of Additional Excluded Items the Closing Payment (and the components thereof) and any other amounts due or determinations made under Section 1.2, including any determinations and settling any matter in accordance connection with Section 3.5(b) andthe adjustments to the Closing Payment, if applicable, conducting any audits pursuant to Section 3.5(b); (iiiii) determining whether the conditions to closing in Article IX Closing deliverables required under Section 1.2 have been satisfied and supervising the Closing, including waiving any such condition if Sellers’ Representative, in its sole discretion, determines that such waiver is appropriate; (iv) taking any action that may be necessary or desirablecondition, as determined by the Sellers’ Representative in its his sole discretion, (iii) interpreting the terms and provisions of the Transaction Documents, (iv) executing and delivering and receiving deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the termination consummation of this Agreement in accordance with Article XI; the Transactions, (v) taking agreeing to any and all actions that may be necessary amendment of any Transaction Documents or desirableany waiver of any right under any Transaction Documents, as determined by Sellers’ Representative in its sole discretion, (vi) receiving service of process in connection with any claims under the amendment of this Agreement or waivers of any term of this Agreement in accordance with Sections 14.2 and 14.3; (vi) accepting notices on behalf of such Seller in accordance with Section 14.4; Transaction Documents, (vii) taking any and all actions that may be necessary or desirable, as determined by the Sellers’ Representative Representative, in its his sole discretion, in connection with a claim for indemnification under Article VI hereof, including negotiating or entering into settlements or compromises of any indemnification claim, (viii) taking all actions necessary or appropriate, as determined by the Sellers’ Representative, in his sole discretion, in connection with the payment of Transaction Documents and the costs Transactions, and expenses incurred with respect (ix) exercising such rights, power or authority as are incidental to the Company foregoing. The Purchaser may conclusively rely upon, without independent verification or such Seller investigation, all decisions made by the Sellers’ Representative in connection with the transactions contemplated Transaction Documents in writing and signed by this Agreement; (viii) granting any consent or approval on behalf of such Seller under this Agreement; and (ix) taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement to be performed by the Sellers’ Representative on behalf of any Seller. As the representative of Sellers, Sellers’ Representative shall act as the agent for all such persons, shall have authority to bind each such person in accordance with this Agreement, and Buyer may rely on such appointment and authority until the receipt of notice from Sellers owning at least a majority of the Shares of the appointment of a successor upon 30 days’ prior written notice to Buyer. Neither Seller’s Representative nor any Seller shall have any liability to Buyer for any default under this Agreement by any other Seller. Each Seller shall, however, be responsible to each other Seller for any default under this AgreementRepresentative.

Relationship Among Sellers. (a) Each Seller hereby irrevocably appoints Cinco Natural Resources Corporation as the sole representative R360 Environmental Solutions, Inc. (the “Sellers’ Representative”) as the sole representative of such Seller Sellers to act as the agent and on behalf of such Seller for all purposes Sellers regarding any matter relating to or under this Agreement, including for the purposes of: of (i) determining any adjustments to the Purchase Price in accordance with Section 3.4; (ii) instructing Buyer making decisions with respect to the distribution determination of Additional Excluded Items in accordance with Section 3.5(bthe Purchase Price (and the components thereof) and, if applicable, conducting and any audits pursuant to Section 3.5(b)other amounts due under Article II; (iiiii) determining whether the conditions to closing in Article IX VIII have been satisfied and supervising the Closing, including waiving any such condition if condition, as determined by the Sellers’ Representative, in its sole discretion, determines that such waiver is appropriate; (iii) paying or accepting any funds due to or from Sellers; (iv) taking any action that may be necessary or desirable, as determined by the Sellers’ Representative Representative, in its sole discretion, in connection with the termination of this Agreement in accordance with Article XIIX; (v) taking any and all actions that may be necessary or desirable, as determined by the Sellers’ Representative Representative, in its sole discretion, in connection with the amendment of this Agreement or waivers of any term of this Agreement in accordance with Sections 14.2 and 14.3Section 10.10; (vi) accepting notices on behalf of such Seller Sellers in accordance with Section 14.410.8; (vii) taking delivering or causing to be delivered to Purchaser at the Closing certificates representing the Securities to be sold by Sellers hereunder or instructions as to the payment and allocation of the Purchase Price therefor; (viii) executing and delivering, on behalf of Sellers, any and all actions that may notices, documents or certificates to be necessary or desirable, as determined executed by Sellers’ Representative in its sole discretion, in connection with the payment of the costs this Agreement and expenses incurred with respect to the Company or such Seller in connection with the transactions contemplated by this Agreement; hereby and (viiiix) granting any consent or approval on behalf of such Seller Sellers under this Agreement; and (ix) taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement to be performed by Sellers’ Representative on behalf of any Seller. As the representative of SellersSellers under this Agreement, the Sellers’ Representative shall act as the agent for all such personsSellers, shall have authority to bind each such person Sellers in accordance with this Agreement, and Buyer Purchaser may rely on such appointment and authority until the receipt of notice from Sellers owning at least a majority of the Shares of the appointment of a successor upon 30 daystwo Business Days’ prior written notice to BuyerPurchaser. Neither Seller’s Purchaser may conclusively rely upon, without independent verification or investigation, all decisions made by the Sellers’ Representative nor any Seller shall have any liability to Buyer for any default under in connection with this Agreement in writing and signed by any other Seller. Each Seller shall, however, be responsible to each other Seller for any default under this Agreementan officer of the general partner of the Sellers’ Representative.

Relationship Among Sellers. Each Seller hereby appoints Cinco Natural Resources Corporation Sellers’ Representative as the sole representative (the “Sellers’ Representative”) of such Seller to act as the agent and on behalf of such Seller for all purposes under this Agreement, including for the purposes of: (i) determining any adjustments to the Purchase Price in accordance with Article I and receiving the Adjusted Purchase Price pursuant to Section 3.41.4(a); (ii) instructing Buyer taking all actions in connection with respect to the distribution determination of Additional Excluded Items the Allocation described in accordance with Section 3.5(b) and8.8(d), if applicable, conducting any audits pursuant to Section 3.5(b); (iii) determining whether the conditions to closing in Article IX X have been satisfied and supervising the Closing, including waiving any such condition if Sellers’ Representative, in its sole discretion, determines that such waiver is appropriate; (iv) negotiating and entering into the Escrow Agreement on behalf of Sellers and taking any and all actions that may be necessary or desirable in connection therewith, as determined by Sellers’ Representative in its sole and absolute discretion; (v) taking any action that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the termination of this Agreement in accordance with Article XI; (vvi) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the amendment of this Agreement or waivers of any term of this Agreement in accordance with Sections 14.2 11.3 and 14.311.4; (vivii) accepting notices on behalf of such Seller in accordance with Section 14.413.2; (viiviii) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the payment of the costs and expenses incurred with respect to the Company or such Seller in connection with the transactions contemplated by this Agreement; (viiiix) granting any consent or approval on behalf of such Seller under this Agreement; (x) executing and delivering any documents and interests or taking any action as may be necessary or advisable pursuant to Section 13.7; and (ixxi) taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement to be performed by Sellers’ Representative on behalf of any Seller. As the representative of Sellers, Sellers’ Representative shall act as the agent for all such persons, shall have authority to bind each such person in accordance with this Agreement, and Buyer may rely on such appointment and authority until the receipt of notice from Sellers owning at least a majority of the Shares Interests of the appointment of a successor upon 30 days’ prior written notice to Buyer. Neither Seller’s Sellers’ Representative nor shall not have any liability to Buyer for any default under this Agreement by any Seller or the Company. No Seller shall have any liability to Buyer for any default under this Agreement by any other SellerSeller or the Company, except as provided in Section 12.2. Each Seller shall, however, be responsible to each other Seller for any default by such Seller under this Agreement.

Relationship Among Sellers. (a) Each Seller hereby appoints Cinco Natural Resources Corporation Sellers’ Representative as the sole representative (the “Sellers’ Representative”) of such Seller to act as the agent and on behalf of such Seller for all purposes under this Agreement, including for the purposes of: (i) determining acceptance of any adjustments payments hereunder or under any agreement or instrument to the Purchase Price be delivered under this Agreement and delivery of wire instructions to Buyer in accordance with Section 3.4connection therewith; (ii) instructing Buyer with respect preparation and review of the Preliminary Settlement Statement and Final Settlement Statement; (iii) delivering any funds hereunder or under any agreement or instrument to be delivered to Sellers under this Agreement; provided, however, that Sellers’ Representative may withhold from distributions of the Closing Amount such amount determined by Sellers’ Representative in its reasonable judgment as a reserve to cover potential payment obligations of Sellers as may be reflected in the Final Settlement Statement and any amounts that a Seller may be required to reimburse to the distribution of Additional Excluded Items in accordance with Section 3.5(b) and, if applicable, conducting any audits other Sellers pursuant to the final proviso of Section 3.5(b10.2(a); (iiiiv) determining whether the conditions to closing in Article IX ARTICLE VII (Conditions Precedent to Closing) have been satisfied and supervising the Closing, including waiving any such condition if Sellers’ Representative, in its sole discretion, determines that such waiver is appropriate; (ivv) taking any action that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the termination of this Agreement hereof in accordance with Article XIARTICLE XII (Termination) ) or in connection with any matters related to Tax under ARTICLE VI (Tax Matters); (vvi) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the amendment of this Agreement or waivers of any term of this Agreement hereof in accordance with Sections 14.2 Section 13.2 (Amendments and 14.3Severability); (vivii) accepting notices on behalf of such Seller in accordance with Section 14.413.1 (Notices); (viiviii) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the payment of the costs and expenses incurred with respect to the Company or such Seller in connection accordance with the transactions contemplated by this Agreement; (viiiix) delivering or causing to be delivered to Buyer at the Closing any Seller Deliverables; (x) executing and delivering, in Sellers’ Representative’s capacity as the representative of such Seller, any and all notices, documents or certificates to be executed by Sellers’ Representative, on behalf of such Seller, in connection with this Agreement, agreement or instrument to be delivered under this Agreement and the Transactions; (xi) granting any consent or approval on behalf of such Seller under this Agreement; and (ixxii) taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement or any agreement or instrument to be delivered under this Agreement and performed by such Seller or by Sellers’ Representative on behalf of any such Seller. As the representative of Sellers, Sellers’ Representative shall act as the agent for all such persons, Sellers and shall have authority to bind each such person Seller in accordance with this Agreement, and Buyer may rely on such appointment and authority until the receipt of notice from Sellers owning at least a majority of the Shares of the appointment of a successor upon 30 daysfive Business Days’ prior written notice to Buyer. Neither Seller’s Representative nor any Seller shall have any liability to Buyer for any default under this Agreement by any other Seller. Each Seller shall, however, be responsible to each other Seller for any default under this Agreement.

Relationship Among Sellers. (a) Each Seller (other than Principal Seller) hereby appoints Cinco Natural Resources Corporation Principal Seller as the sole representative (the “Sellers’ Representative”) of such Seller to act as the agent and on behalf of such Seller for all purposes under this Agreement, including for the purposes of: (i) determining any adjustments accepting amounts to the Purchase Price in accordance with Section 3.4be paid or delivered hereunder; (ii) instructing Buyer making decisions with respect to the distribution determination of Additional Excluded Items in accordance with Section 3.5(b) and, if applicable, conducting any audits pursuant to Section 3.5(b)the Closing Working Capital; (iii) determining whether the conditions to closing Closing in Article IX VI have been satisfied and supervising the Closing, including waiving any such condition if Sellers’ RepresentativePrincipal Seller, in its sole discretion, determines that such waiver is appropriate; (iv) taking any action that may be necessary or desirable, as determined by Sellers’ Representative Principal Seller, in its sole discretion, in connection with the termination of this Agreement in accordance with Article XIVII; (v) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Representative Principal Seller, in its sole discretion, in connection with the amendment of this Agreement or waivers of any term of this Agreement in accordance with Sections 14.2 and 14.3Section 7.03; (vi) accepting notices on behalf of such Seller in accordance with Section 14.49.05; (vii) taking delivering or causing to be delivered to Purchaser at the Closing certificates representing the shares of Common Stock (as set forth next to such Seller's name on the Seller Purchase Price Allocation Schedule) and Preferred Stock (as set forth next to such Seller's name on the Seller Purchase Price Allocation Schedule) to be sold by such Seller hereunder; (viii) executing and delivering, in Principal Seller's capacity as the representative of such Seller, any and all actions that notices, documents or certificates in such forms and containing such provisions as Principal Seller may be necessary or desirable, as determined by Sellers’ Representative in its sole discretiondiscretion determine to be appropriate to be executed by Principal Seller, on behalf of such Seller, in connection with the payment of the costs this Agreement and expenses incurred with respect to the Company or such Seller in connection with the transactions contemplated by this Agreementhereby; (viiiix) granting any consent or approval on behalf of such Seller under this Agreement; (x) executing and delivering, in Principal Seller's capacity as representative of each of the Sellers, the Closing Escrow Agreement, the Indemnification Escrow Agreement and the Working Capital Adjustment Escrow Agreement, including all notices and deliveries pursuant thereto; (xi) executing and delivering each of the Transaction Documents (other than the Other Seller Noncompetition and Confidentiality Agreements) to which the Sellers are a party, including all amendments and notices thereof; and (ixxii) taking any and all other actions and doing any and all other things provided in in, contemplated by or related to this Agreement or the actions contemplated by this Agreement to be performed by Sellers’ Representative Principal Seller on behalf of any Seller. As the representative of Sellers, Sellers’ Representative Principal Seller shall act as the agent for all such personsPersons, shall have authority to bind each such person Person in accordance with this Agreement, and Buyer Purchaser may rely on such appointment and authority until the receipt of notice from Sellers owning at least a majority of the Shares of the appointment of a successor upon 30 days’ ' prior written notice to Buyer. Neither Seller’s Representative nor any Seller shall have any liability to Buyer for any default under this Agreement by any other Seller. Each Seller shall, however, be responsible to each other Seller for any default under this AgreementPurchaser.

Relationship Among Sellers. (a) Each Seller hereby appoints Cinco Natural Resources Corporation the Sellers’ Representative as the sole representative (the “Sellers’ Representative”) of such Seller to act as the agent and on behalf of such Seller for all purposes under this Agreement, including for the purposes of: (i) determining acceptance of any adjustments payments hereunder or under any agreement or instrument to the Purchase Price be delivered under this Agreement and delivery of wire instructions to Buyer in accordance with Section 3.4connection therewith; (ii) instructing Buyer with respect to preparation and review of the distribution of Additional Excluded Items in accordance with Section 3.5(b) and, if applicable, conducting any audits pursuant to Section 3.5(b)Preliminary Settlement Statement and Final Settlement Statement; (iii) delivering any funds hereunder or under any agreement or instrument to be delivered to Sellers under this Agreement; provided, however, that Sellers’ Representative may withhold from distribution of the Closing Amount such amount determined by Sellers’ Representative in its reasonable judgment as a reserve to cover potential payment obligations of Sellers as may be reflected in the Final Settlement Statement; (iv) determining whether the conditions to closing in Article IX ARTICLE VII (Conditions Precedent to Closing) have been satisfied and supervising the Closing, including waiving any such condition if Sellers’ Representative, in its sole discretion, determines that such waiver is appropriate; (ivv) taking any action that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the termination of this Agreement hereof in accordance with Article XIARTICLE XII (Termination) or in connection with any matters related to Tax under ARTICLE VI (Tax Matters); (vvi) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the amendment of this Agreement or waivers of any term of this Agreement hereof in accordance with Sections 14.2 Section 13.2 (Amendments and 14.3Severability); (vivii) accepting notices on behalf of such Seller in accordance with Section 14.413.1 (Notices); (viiviii) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the payment of the costs and expenses incurred with respect to the Company or such Seller in connection accordance with the transactions contemplated by this Agreement; (viiiix) delivering or causing to be delivered to Buyer at the Closing any Seller Deliverables; (x) executing and delivering, in Sellers’ Representative’s capacity as the representative of such Seller, any and all notices, documents or certificates to be executed by Sellers’ Representative, on behalf of such Seller, in connection with this Agreement, agreement or instrument to be delivered under this Agreement and the Transactions; (xi) granting any consent or approval on behalf of such Seller under this Agreement; and (ixxii) taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement or any agreement or instrument to be delivered under this Agreement and performed by such Seller or by Sellers’ Representative on behalf of any such Seller. As the representative of Sellers, Sellers’ Representative shall act as the agent for all such persons, Sellers and shall have authority to bind each such person Seller in accordance with this Agreement, and Buyer may rely on such appointment and authority until the receipt of notice from Sellers owning at least a majority of the Shares of the appointment of a successor upon 30 daysfive Business Days’ prior written notice to Buyer. Neither Seller’s Representative nor any Seller shall have any liability to Buyer for any default under this Agreement by any other Seller. Each Seller shall, however, be responsible to each other Seller for any default under this Agreement.

Relationship Among Sellers. Each Seller hereby appoints Cinco Natural Resources Corporation Xxxxx X Xxxxxxxxx, PC as the sole representative (the “Sellers’ Representative”) of such Seller to act as the agent and on behalf of such Seller for all purposes under this Agreement, including for the purposes of: (i) determining any adjustments acceptance of the Closing Date Amount (net of the Escrowed Funds, the Warrant Payment and the Bonus Amount and applicable withholding taxes that are permitted to be withheld pursuant to the Purchase Price last sentence of Section 1.01) and delivery of wire instructions to Purchaser in accordance with connection therewith, as provided in Section 3.41.03; (ii) instructing Buyer with respect to determining the distribution Closing Date Amount and delivery of Additional Excluded Items the Statement; (iii) review of any Notice of Disagreement; (iv) determining the Adjusted Purchase Price and delivering any funds as provided in accordance with Section 3.5(b) and, if applicable, conducting any audits pursuant to Section 3.5(b1.04(g); (iiiv) determining whether the conditions to closing in Article IX VI have been satisfied and supervising the Closing, including waiving any such condition if Sellers’ Representative, in its sole discretion, determines that such waiver is appropriate; (ivvi) taking any action that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the termination of this Agreement in accordance with Article XIVII; (vvii) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the amendment of this Agreement or waivers of any term of this Agreement in accordance with Sections 14.2 and 14.3Section 7.03; (viviii) accepting notices on behalf of such Seller in accordance with Section 14.49.03; (viiix) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the payment of the costs and expenses incurred with respect to the Company or such Seller in accordance with Section 5.06; (x) delivering or causing to be delivered to Purchaser at the Closing certificates representing the Securities to be sold by such Seller hereunder; (xi) executing and delivering, in Sellers’ Representative’s capacity as the representative of such Seller, any and all notices, documents or certificates to be executed by Sellers’ Representative, on behalf of such Seller, in connection with this Agreement and the transactions contemplated by this Agreementhereby; (viiixii) granting any consent or approval on behalf of such Seller under this Agreement; and (ixxiii) taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement to be performed by Sellers’ Representative on behalf of any Seller. As the representative of Sellers, Sellers’ Representative shall act as the agent for all such persons, persons and shall have authority to bind each such person in accordance with this Agreement, and Buyer Purchaser may rely on such appointment and authority until the receipt of notice from Sellers owning at least a majority of the Shares of the appointment of a successor upon 30 days’ prior written notice to Buyer. Neither Seller’s Representative nor any Seller shall have any liability to Buyer for any default under this Agreement by any other Seller. Each Seller shall, however, be responsible to each other Seller for any default under this AgreementPurchaser.

Relationship Among Sellers. Each Seller hereby appoints Cinco Natural Resources Corporation NGP and Rxxxxx X. Xxxx as the sole representative representatives (the “Sellers’ RepresentativeRepresentatives”) of such Seller to act as the agent and on behalf of such Seller for all purposes under this Agreement, including for the purposes purpose of: (i) determining any adjustments to the Base Purchase Price in accordance with Section 3.42.01; (ii) instructing Buyer with respect to the distribution of Additional Excluded Items in accordance with Section 3.5(b) and, if applicable, conducting any audits pursuant to Section 3.5(b); (iii) determining whether the conditions to closing in Article IX 9 have been satisfied and supervising the Closing, including waiving any such condition if the Sellers’ RepresentativeRepresentatives, in its sole discretion, determines that such waiver is appropriate; (iviii) taking any action that may be necessary or desirable, as determined by the Sellers’ Representative Representatives, in its their sole discretion, in connection with the termination of this Agreement in accordance with Article XI10; (viv) taking any and all actions that may be necessary or desirable, as determined by the Sellers’ Representative Representatives, in its their sole discretion, in connection with the amendment of this Agreement or waivers of any term of this Agreement in accordance with Sections 14.2 and 14.3Section 11.04; (viv) accepting notices on behalf of such Seller in accordance with Section 14.411.03; (viivi) taking any and all actions that may be necessary or desirable, as determined by the Sellers’ Representative Representatives, in its their sole discretion, in connection with the payment of the costs and expenses incurred with respect to the Company Partnership or such Seller in connection with the transactions contemplated by this Agreement; (viiivii) granting any consent or approval on behalf of such Seller under this Agreement; and (ixviii) taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement to be performed by the Sellers’ Representative Representatives on behalf of any Seller. The Sellers’ Representatives shall act only by joint decision, and each Sellers’ Representative acting separately shall not have authority to act. As the representative representatives of Sellers, the Sellers’ Representative Representatives shall act as the agent for all such persons, shall have authority to bind each such person in accordance with this Agreement, and Buyer may conclusively rely on such appointment and authority authority, without further inquiry or investigation, until the receipt of notice from Sellers owning at least a majority of the Shares Interests of the appointment of a successor upon 30 dayssuccessor. The Sellers’ prior written notice to Buyer. Neither Seller’s Representative nor any Seller Representatives shall not have any liability to Buyer for any default under this Agreement by any other Seller. Each Seller shallor on account of the Sellers’ Representatives’ status as Sellers’ Representatives, however, be responsible and each Seller shall release and hold harmless the Sellers’ Representatives with respect to each other Seller for any default under this Agreementand all actions taken within the course of its duties as the Sellers’ Representatives.

Relationship Among Sellers. (a) Each Seller hereby irrevocably appoints Cinco Natural Resources Corporation the Sellers’ Representative as the sole representative (the “Sellers’ Representative”) of such Seller Sellers to act as the agent and on behalf of such Seller for all purposes Sellers regarding any matter relating to or under this Agreement, including for the purposes of: of (i) determining any adjustments to the Purchase Price in accordance with Section 3.4; (ii) instructing Buyer with respect to the distribution of Additional Excluded Items in accordance with Section 3.5(b) and, if applicable, conducting any audits pursuant to Section 3.5(b); (iii) determining whether the conditions to closing in Article IX VIII have been satisfied and supervising the Closing, including waiving any such condition if condition, as determined by the Sellers’ Representative, in its sole discretion, determines that such waiver is appropriate; (ivii) paying or accepting any funds due to or from Sellers and distributing such funds to Sellers, subject to holdbacks or reserves as determined by the Sellers’ Representative in its sole discretion; (iii) taking any action that may be necessary or desirable, as determined by the Sellers’ Representative Representative, in its sole discretion, in connection with the termination of this Agreement in accordance with Article XIIX; (viv) taking any and all actions that may be necessary or desirable, as determined by the Sellers’ Representative Representative, in its sole discretion, in connection with the amendment of this Agreement or waivers of any term of this Agreement in accordance with Sections 14.2 and 14.3Section 11.7; (viv) accepting notices on behalf of such Seller Sellers in accordance with Section 14.411.5; (vi) delivering or causing to be delivered to Purchaser at the Closing certificates representing the Securities to be sold by Sellers hereunder or instructions as to the payment and allocation of the Purchase Price therefor; (vii) taking executing and delivering, on behalf of Sellers, any and all actions that may notices, documents or certificates to be necessary or desirable, as determined executed by Sellers’ Representative in its sole discretion, in connection with the payment of the costs this Agreement and expenses incurred with respect to the Company or such Seller in connection with the transactions contemplated by this Agreement; hereby and (viii) granting any consent or approval on behalf of such Seller Sellers under this Agreement; and (ix) taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement to be performed by Sellers’ Representative on behalf of any Seller. As the representative of SellersSellers under this Agreement, the Sellers’ Representative shall act as the agent for all such personsSellers, shall have authority to bind each such person Sellers in accordance with this Agreement, and Buyer Purchaser may rely on such appointment and authority until the receipt of notice from Sellers owning at least a majority of the Shares of the appointment of a successor upon 30 daystwo (2) Business Days’ prior written notice to BuyerPurchaser. Neither Seller’s Purchaser may conclusively rely upon, without independent verification or investigation, all decisions made by the Sellers’ Representative nor any Seller shall in connection with this Agreement, and will have any no liability to Buyer for any default under this Agreement actions taken by the Sellers’ Representative, including with respect to any other Seller. Each Seller shall, however, be responsible to each other Seller for any default under this Agreementof the actions described in clauses (i) through (viii) above.