REPRESENTATIONS AND WARRANTIES OF SELLER REPRESENTATIVE. Seller Representative hereby represents and warrants that he has delivered to Escrow Agent true and correct copies of the Appointments of Representative executed by each Seller and delivered to Seller Representative.
REPRESENTATIONS AND WARRANTIES OF SELLER REPRESENTATIVE. Seller Representative hereby represents and warrants that, (a) Seller Representative has the authority to execute this Escrow Agreement on behalf of the Sellers and to do any and all other acts or things on behalf of the Sellers, which Seller Representative may deem himself authorized or which may be required by this Escrow Agreement, the Merger Agreement or any related document in connection with the consummation of the transactions contemplated by the Merger Agreement, (b) Seller Representative has the authority to instruct the Escrow Agent, on behalf of the Sellers, to vote the Escrow Shares pursuant in the provisions of Section 5 of this Escrow Agreement; (c) all decisions by Seller Representative under this Escrow Agreement shall be binding upon each Seller; (d) the Sellers shall not have the right to object, dissent, protest, or otherwise contest Seller Representative’s decisions under this Escrow Agreement; and (e) Buyer shall be entitled to rely upon, and shall be fully protected in relying upon, any notice received by Seller Representative and any action taken or decision made by Seller Representative on behalf of any Seller.
REPRESENTATIONS AND WARRANTIES OF SELLER REPRESENTATIVE. Seller Representative hereby represents and warrants to Purchaser and Parent as of the date hereof that he is the true and lawful attorney-in-fact and agent of each Member and may act in his name, place and xxxxx with respect to all matters arising in connection with the Purchase Agreement, including, without limitation, the power and authority to execute this Agreement and bind each Member to the terms hereof.
REPRESENTATIONS AND WARRANTIES OF SELLER REPRESENTATIVE. In order to induce the Buyers to enter into this Agreement and purchase the Shares, the Seller Representative hereby represents and warrants to the Buyers that:
