Common use of Removal of Sellers’ Representative; Authority of Sellers’ Representative Clause in Contracts

Removal of Sellers’ Representative; Authority of Sellers’ Representative. The Sellers’ Representative may resign as the Sellers’ Representative at any time. Any successor shall be designated by holders of a majority of the Purchased Interests as of immediately prior to the Closing; provided, however, that neither such resignation of the acting Sellers’ Representative nor such appointment of a successor Sellers’ Representative shall be effective until such successor has executed an acknowledgment that he, she or it accepts the responsibility of successor Sellers’ Representative and agrees to perform and be bound by all of the provisions of this Agreement, the Ancillary Documents and any other agreement entered into or document delivered in connection with the transactions contemplated by this Agreement applicable to the Sellers’ Representative. Each successor Sellers’ Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Sellers’ Representative, and the term “ Sellers’ Representative” shall be deemed to include any interim or successor Sellers’ Representative.

Removal of Sellers’ Representative; Authority of Sellers’ Representative. The A majority in interest of the Sellers’ shall have the right at any time during the term of the Escrow Agreement to remove the then-acting Sellers’ Representative may resign as the to appoint a successor Sellers’ Representative at any time. Any successor shall be designated by holders of a majority of the Purchased Interests as of immediately prior to the ClosingRepresentative; provided, however, that neither such resignation removal of the then acting Sellers’ Representative nor such appointment of a successor Sellers’ Representative shall be effective until the delivery to the Escrow Agent of executed counterparts of a writing signed by each such Seller with respect to such removal and appointment, together with an acknowledgement signed by the successor has executed an acknowledgment Sellers’ Representative appointed in such writing that he, she or it accepts the responsibility of successor Sellers’ Representative and agrees to perform and be bound by all of the provisions of this Agreement, the Ancillary Documents and any other agreement entered into or document delivered in connection with the transactions contemplated by this Agreement applicable to the Sellers’ Representative. For all purposes hereunder, a majority in interest of the Sellers shall be determined on the basis of each Seller’s Pro Rata Share. Each successor Sellers’ Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Sellers’ Representative, and the term “ “Sellers’ Representative” as used herein and in the Escrow Agreement shall be deemed to include any interim or successor Sellers’ Representative.

Removal of Sellers’ Representative; Authority of Sellers’ Representative. The A majority-in-interest of the Sellers shall have the right at any time to remove the then-acting Sellers’ Representative may resign as the to appoint a successor Sellers’ Representative at any time. Any successor shall be designated by holders of a majority of the Purchased Interests as of immediately prior to the ClosingRepresentative; provided, however, that neither such resignation removal of the then acting Sellers’ Representative nor such appointment of a successor Sellers’ Representative shall be effective until such the delivery of a signed acknowledgment by the successor has executed an acknowledgment Sellers’ Representative to the Purchaser and the Company that he, she or it the successor Sellers’ Representative accepts the responsibility of successor Sellers’ Representative and agrees to perform and be bound by all of the provisions of this Agreement, the Ancillary Documents and any other agreement entered into or document delivered in connection with the transactions contemplated by this Agreement applicable to the Sellers’ Representative. For all purposes hereunder, a “majority-in-interest of the Sellers” shall be determined on the basis of each Seller’s share of the Net Purchase Price. Each successor Sellers’ Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Sellers’ Representative, and the term “ “Sellers’ Representative” as used herein shall be deemed to include any interim or successor Sellers’ Representative.

Removal of Sellers’ Representative; Authority of Sellers’ Representative. The A majority in interest of the Sellers, voting together as a single class, shall have the right at any time to remove the then-acting Sellers’ Representative may resign as the and to appoint a successor Sellers’ Representative at any time. Any successor shall be designated by holders of a majority of the Purchased Interests as of immediately prior to the ClosingRepresentative; provided, however, that neither such resignation removal of the then acting Sellers’ Representative nor such appointment of a successor Sellers’ Representative shall be effective until the delivery to Purchaser of executed counterparts of a writing signed by such majority in interest of the Sellers with respect to such removal and appointment, together with an acknowledgement signed by the successor has executed an acknowledgment Sellers’ Representative appointed in such writing that he, she or it accepts the responsibility of successor Sellers’ Representative and agrees to perform and be bound by all of the provisions of this Agreement, the Ancillary Documents and any other agreement entered into or document delivered in connection with the transactions contemplated by this Agreement applicable to the Sellers’ Representative. For all purposes hereunder, a majority in interest of the Sellers shall be determined on the basis of each Seller’s Pro Rata Percentage. Each successor Sellers’ Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Sellers’ Representative, and the term “ “Sellers’ Representative” as used herein shall be deemed to include any interim or successor Sellers’ Representative.