Common use of Seller Representative Clause in Contracts

Seller Representative. (a) Each Seller hereby constitutes and appoints Xxxxx XxXxxx as its representative and true and lawful attorney in fact (the “Seller Representative”), with full power and authority in each of their names and on behalf of each of them: (i) to act on behalf of each of them in the absolute discretion of the Seller Representative, but only with respect to the following provisions of this Agreement, with the power to: (A) designate the account for payment of the Purchase Price pursuant to Section 1.7 or 1.10 or other payments to be made to any Seller pursuant to this Agreement or either Escrow Agreement, (B) act pursuant to Sections 1.11, 1.12 and 1.13 with respect to prorations and Purchase Price adjustments (including the Net Assets Adjustment Amount and the Final Net Assets Settlement Amount) and related matters, including executing any amendment hereto to reflect any Purchase Price adjustment or reduction agreed to pursuant to Section 1.12 or 1.13, (C) execute, deliver and act under each Escrow Agreement, (D) grant any waiver or consent under Article 6, Section 8.1 or Section 12.14, make any determination under Article 6 or Section 8.1 (including a determination that the conditions in Article 6 have been satisfied), or terminate this Agreement pursuant to Section 8.1, (E) act in connection with any matter as to which Sellers, jointly and severally, have or are alleged to have obligations, or as to which any Seller is or claims to be an Indemnified Person, under Article 10, (F) consent to the assignment of rights under this Agreement in accordance with Section 12.3(a), (G) give and receive notices pursuant to Section 12.6, and (H) receive and accept such notices or correspondence, execute such other documents, and take such other actions as are provided herein to be received, accepted, executed or taken by the Seller Representative; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 1.14. (b) The foregoing appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made herein and is irrevocable and shall not be terminated by any act of any Seller or by operation of law or by the occurrence of any other event. (c) Each Seller consents to the taking by the Seller Representative of any and all actions and the making by the Seller Representative of any decisions required or permitted to be taken or made by the Seller Representative pursuant to this Section 1.14, and agrees that each such action or decision shall bind such Seller. Each Seller hereby authorizes, approves and ratifies the execution of the Execution Date Escrow Agreement by the Seller Representative on such Seller’s behalf and further acknowledges and agrees that such Seller is bound thereby as if such Seller had executed the Execution Date Escrow Agreement directly. (d) Each Seller agrees that the Seller Representative shall have no obligation or liability to any Person for any action or omission taken or omitted by the Seller Representative in good faith hereunder. Sellers, jointly and severally, shall indemnify and hold the Seller Representative harmless from and against any and all loss, damage, expense or liability (including reasonable counsel fees and expenses) which the Seller Representative may sustain as a result of any such action or omission by the Seller Representative hereunder. (e) Purchaser and the Escrow Agent shall be entitled to conclusively rely, without any independent verification or inquiry, upon any document or other paper delivered by or other action taken by the Seller Representative as (i) genuine and correct and (ii) having been duly signed or sent or taken by the Seller Representative, and neither Purchaser nor the Escrow Agent shall be liable to any Seller for any action taken or omitted to be taken by Purchaser or such Escrow Agent in such reliance. (f) Payments made to or as directed by the Seller Representative under Section 1.10 or any other provision of this Agreement, or under either Escrow Agreement, are binding to the same extent as though such payments were made directly to Sellers. Neither Purchaser nor the Escrow Agent shall have any responsibility or liability for any further delivery or application of any such payment, it being agreed by Sellers that, on the terms set forth herein, (i) any payment Purchaser is required to make hereunder, and any payment the Escrow Agent is required to make under either Escrow Agreement, may be made to or as directed by the Seller Representative on behalf of Sellers, (ii) Sellers shall determine among themselves the amount due to each Seller from each payment made to or as directed by the Seller Representative hereunder or under either Escrow Agreement, and (iii) each Seller shall look solely to the Seller Representative for each Seller’s respective share of any payment made to or as directed by the Seller Representative hereunder or under either Escrow Agreement. (g) Xxxxx XxXxxx may appoint Seller Representative, LLC, a Tennessee limited liability company (the “Successor Representative”), as the successor Seller Representative to replace Xxxxx XxXxxx. To be effective, such appointment must be written, signed by Xxxxx XxXxxx as the Seller Representative to indicate such appointment, signed by the Successor Representative to indicate its acceptance of such appointment and its agreement to be bound by the terms hereof pertaining to the “Seller Representative,” delivered to Purchaser and be reasonably satisfactory to Purchaser in form and substance. Upon such an appointment of a successor Seller Representative under this Agreement, such successor Seller Representative will succeed to and become vested with all of the rights, powers, privileges and duties of the predecessor Seller Representative, and the predecessor Seller Representative shall be discharged from such predecessor Seller Representative’s duties and obligations under this Agreement.

Seller Representative. (a) Each By executing this Agreement, each Selling Party hereby irrevocably appoints Seller hereby constitutes Representative as such Selling Party’s representative, attorney-in-fact and appoints Xxxxx XxXxxx as its representative and true and lawful attorney in fact (the “Seller Representative”)agent, with full power of substitution to act in the name, place and authority stead of such Selling Party in each any and all respects in accordance with the terms of their names this Agreement and on behalf to do or refrain from doing all such further acts and things, and to execute all such documents, as Seller Representative shall deem necessary or appropriate in conjunction with any of each of themthe transactions contemplated by this Agreement or any Transaction Document, including the power: (i) to act execute and deliver, and administer all matters pertaining to performance under, the Escrow Agreement; (ii) to negotiate, execute and deliver all ancillary agreements, statements, certificates, notices, approvals, extensions, waivers, undertakings, amendments, assignments and other documents required or permitted to be given in connection with this Agreement, any other Transaction Document or the consummation of the transactions contemplated by this Agreement or any other Transaction Document (it being understood that such Selling Party shall execute and deliver any such documents that Sellers’ Representative designates and agrees to execute); (iii) to give and receive all notices and communications to be given or received under this Agreement or any other Transaction Document and to receive service of process in connection with any claims under this Agreement or any Transaction Document (including, in each case, in connection with any proceedings conducted pursuant to Section 8.8) and the transactions contemplated hereby; (iv) to direct, on behalf of each of them in such Selling Party, the absolute discretion of the Seller Representative, but only with respect to the following provisions of this Agreement, with the power to: (A) designate the account for payment of the Purchase Price pursuant any and all amounts due and payable to Section 1.7 or 1.10 or other payments to be made to any Seller such Selling Party pursuant to this Agreement or either Escrow Agreementany Transaction Document, subject to any adjustments made or reserves established or maintained by Seller Representative in his or her good faith discretion; (Bv) act pursuant to Sections 1.11defend, 1.12 agree to, object to, negotiate, resolve, enter into settlements and 1.13 compromises of, demand arbitration or litigation of, and comply with orders of arbitrators and courts with respect to prorations Indemnification Claims and Purchase Price adjustments (including the Net Assets Adjustment Amount and the Final Net Assets Settlement Amount) and related matters, including executing claims made on such Selling Party by any amendment hereto to reflect any Purchase Price adjustment or reduction agreed to Buyer Indemnified Party pursuant to Article VII, dispute resolution proceedings under Section 1.12 8.8 and any other disputes or 1.13proceedings arising out of, (C) execute, deliver and act under each Escrow Agreement, (D) grant any waiver related to or consent under Article 6, Section 8.1 or Section 12.14, make any determination under Article 6 or Section 8.1 (including a determination that the conditions in Article 6 have been satisfied), or terminate this Agreement pursuant to Section 8.1, (E) act in connection with any matter as to which Sellers, jointly and severally, have or are alleged to have obligations, or as to which any Seller is or claims to be an Indemnified Person, under Article 10, (F) consent to the assignment of rights commenced under this Agreement in accordance with Section 12.3(a)or any Transaction Document; (vi) to incur any costs and expenses for the account of such Selling Party, (G) give manage the payment of such costs and receive notices pursuant to Section 12.6expenses, and (H) receive and accept such notices make all determinations that may be required or correspondence, execute such other documents, and take such other actions as are provided herein permitted to be received, accepted, executed or taken by such Selling Party under this Agreement or any other Transaction Document, including any engagement of and/or the fees and expenses associated with the engagement of legal counsel, accountants, investment bankers and financial ‎advisers; (vii) to take all actions that, under this Agreement or any other Transaction Document and the transactions contemplated hereby and thereby, may be taken by such Selling Party and to do or refrain from doing any further act or deed on behalf of such Selling Party that Seller RepresentativeRepresentative deems necessary or appropriate in his or her sole discretion relating to the subject matter of this Agreement or any other Transaction Document and the transactions contemplated hereby and thereby as fully and completely as such Seller could do if personally present; and (iiviii) to act on behalf of such Selling Party in generalany amendment or waiver of or negotiation, to do all things and to perform all actsmediation, including executing and delivering all agreementsarbitration, certificates, receipts, instructions and other instruments contemplated by litigation or deemed advisable to effectuate the provisions of similar proceeding involving this Section 1.14Agreement or any Transaction Document. (b) The foregoing appointment This power of attorney, and grant all authority hereby conferred, is granted subject to the interests of power Buyer hereunder and authority is coupled with an interest and is in consideration of the mutual covenants and agreements made herein and is shall be irrevocable and shall not be terminated by any act of any Seller Selling Party or by operation of law Law, whether by the merger, dissolution or liquidation of the Company, Amtran or any other Selling Party or by the occurrence of any other eventevent (other than the death or incapacity of Seller Representative or otherwise by a written assignment or transfer of this power of attorney signed by all of the Selling Parties with written notice thereof delivered to Buyer). All action taken by Seller Representative hereunder shall be final and binding upon all Selling Parties, and the Parties acknowledge and agree that Seller Representative shall have the right to enforce the rights of Selling Parties under this Agreement and any Transaction Document against Buyer. Seller Representative shall have the right, at any time and from time to time, to designate any Selling Party to exercise his or her rights and perform his or her obligations as Seller Representative under this Agreement. In the event of any such designation or other permitted assignment hereunder, all references in this Agreement to Seller Representative shall be interpreted to refer to such designee or permitted assign. Upon Xxxxx’s request in each instance of a designation, Seller Representative shall deliver a written instrument evidencing such designation duly executed by Seller Representative and his or her designee. (c) Each Seller consents Representative shall not be liable to a Selling Party for any act taken or omitted by him or her as permitted under this Agreement, the Escrow Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, except to the taking extent such act or omission constitutes gross negligence, bad faith or a knowing and intentional breach of Seller Representative’s obligations under this Agreement. Seller Representative shall not be responsible to any Selling Party in any manner whatsoever for any failure or inability of Buyers or any other Person to honor any of the provisions of this Agreement or any other Transaction Document. Seller Representative shall, to the extent set forth in Section 8.18(d), be fully protected by Selling Parties in acting on and relying upon any written notice, direction, request, waiver, consent, receipt or other paper or document that Seller Representative in good faith believes to be genuine (including facsimiles thereof) and to have been signed or presented by the proper party or parties. Seller Representative shall not be liable to the Selling Parties for any error of judgment or any and all actions and the making act done or step taken or omitted by the Seller Representative in good faith or for any mistake in fact or Law, or for anything that Seller Representative may do or refrain from doing in connection with this Agreement or any other Transaction Document, except for Seller Representative’s own gross negligence, bad faith or knowing and intentional breach of his or her obligations under this Agreement. Seller Representative may consult with counsel of Seller Representative’s own choice and shall have complete authorization and, to the extent set forth in Section 8.18(d), protection for any decisions required or permitted to be action taken or made suffered by the Seller Representative in good faith and pursuant to this Section 1.14, and agrees that each the advice of such action or decision shall bind such Seller. Each Seller hereby authorizes, approves and ratifies the execution of the Execution Date Escrow Agreement by the Seller Representative on such Seller’s behalf and further acknowledges and agrees that such Seller is bound thereby as if such Seller had executed the Execution Date Escrow Agreement directlycounsel. (d) Each Seller Selling Party agrees that the to indemnify Seller Representative shall have no obligation or liability for, and to any Person for any action or omission taken or omitted by the Seller Representative in good faith hereunder. Sellers, jointly and severally, shall indemnify and hold the Seller Representative harmless from and against against, any and all loss, damage, expense Damages suffered or liability (including reasonable counsel fees and expenses) which the incurred by Seller Representative may sustain as a result arising out of any such action or omission by the in connection with Seller Representative hereunder. (e) Purchaser and the Escrow Agent shall be entitled to conclusively rely, without any independent verification or inquiry, upon any document or other paper delivered by or other action taken by the Seller Representative as (i) genuine and correct and (ii) having been duly signed or sent or taken by the exercising Seller Representative, and neither Purchaser nor the Escrow Agent shall be liable to any Seller for any action taken ’s rights or omitted to be taken by Purchaser performing his or such Escrow Agent in such reliance. (f) Payments made to or as directed by the Seller Representative under Section 1.10 or any other provision of this Agreement, or under either Escrow Agreement, are binding to the same extent as though such payments were made directly to Sellers. Neither Purchaser nor the Escrow Agent shall have any responsibility or liability for any further delivery or application of any such payment, it being agreed by Sellers that, on the terms set forth herein, (i) any payment Purchaser is required to make hereunder, and any payment the Escrow Agent is required to make under either Escrow Agreement, may be made to or as directed by the Seller Representative on behalf of Sellers, (ii) Sellers shall determine among themselves the amount due to each Seller from each payment made to or as directed by the Seller Representative hereunder or under either Escrow Agreement, and (iii) each Seller shall look solely to the Seller Representative for each Seller’s respective share of any payment made to or as directed by the Seller Representative hereunder or under either Escrow Agreement. (g) Xxxxx XxXxxx may appoint Seller Representative, LLC, a Tennessee limited liability company (the “Successor Representative”), as the successor Seller Representative to replace Xxxxx XxXxxx. To be effective, such appointment must be written, signed by Xxxxx XxXxxx as the Seller Representative to indicate such appointment, signed by the Successor Representative to indicate its acceptance of such appointment and its agreement to be bound by the terms hereof pertaining to the “Seller Representative,” delivered to Purchaser and be reasonably satisfactory to Purchaser in form and substance. Upon such an appointment of a successor Seller Representative her duties under this Agreement, such successor the Escrow Agreement or any other Transaction Document and the transactions contemplated hereby and thereby, including the costs and expenses of Seller Representative will succeed to and become vested with all of the rights, powers, privileges and duties of the predecessor Seller Representative, and the predecessor Seller Representative shall be discharged from such predecessor incurred in Seller Representative’s duties capacity thereof and the costs and expenses of successfully defending Seller Representative against any claim of liability with respect thereto, in each case, to the extent such Damages do not result from Seller Representative’s gross negligence, bad faith or knowing and intentional breach of Seller Representative’s obligations under this Agreement.

Seller Representative. (a) Each Seller hereby constitutes ratifies and appoints Xxxxx XxXxxx affirms the appointment of Seller Representative, LLC, a Tennessee limited liability company, as its representative and true and lawful attorney in fact (the “Seller Representative”“), with full power and authority in each of their names and on behalf of each of them: (i) to act on behalf of each of them in the absolute discretion of the Seller Representative, but only with respect to the following provisions of this AgreementAgreement and corresponding provisions of the Agreement and Plan of Merger, with the power to: (A) designate the account for payment of the Aggregate Purchase Price pursuant to Section 1.7 or 1.10 or corresponding provisions of the Agreement and Plan of Merger, or other payments to be made to any Seller or any Member pursuant to this Agreement, the Agreement and Plan of Merger or either Escrow Agreement, (B) act pursuant to Sections 1.11, 1.12 and 1.13 with respect to prorations and Aggregate Purchase Price adjustments (including the Net Assets Adjustment Amount and the Final Net Assets Settlement Amount) and related matters, including executing any amendment hereto or to the Agreement and Plan of Merger to reflect any Aggregate Purchase Price adjustment or reduction agreed to pursuant to Section 1.12 or 1.13, or corresponding provisions of the Agreement and Plan of Merger, (C) execute, deliver and act under each Escrow Agreement, (D) grant any waiver or consent under Article 6, Section 8.1 or Section 12.1412.14 of this Agreement or under the equivalent articles or sections of the Agreement and Plan of Merger, make any determination under Article 6 or Section 8.1 of this Agreement or under the equivalent articles of the Agreement and Plan of Merger (including a determination that the conditions in Article 6 hereof have been satisfied), or terminate this Agreement pursuant to Section 8.18.1 or terminate the Agreement and Plan of Merger pursuant to Article 11 thereof, (E) act in connection with any matter as to which any Sellers, jointly and severally, have or are alleged to have obligations, or as to which any Seller is or claims to be an Indemnified Person, under Article 1010 or pursuant to Article 13 of the Agreement and Plan of Merger, (F) consent to the assignment of rights under this Agreement or the Agreement and Plan of Merger in accordance with Section 12.3(a)) hereof, (G) give and receive notices pursuant to Section 12.612.6 hereof or Section 15.2 of the Agreement and Plan of Merger, and (H) receive and accept such notices or correspondence, execute such other documents, and take such other actions as are provided herein or in the Agreement and Plan of Merger to be received, accepted, executed or taken by the Seller Representative; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 1.14. (b) The foregoing appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made herein and is irrevocable and shall not be terminated by any act of any Seller or by operation of law or by the occurrence of any other event. (c) Each Seller consents to the taking by the Seller Representative of any and all actions and the making by the Seller Representative of any decisions required or permitted to be taken or made by the Seller Representative pursuant to this Section 1.14, and agrees that each such action or decision shall bind such Seller. Each Seller hereby authorizes, approves and ratifies the execution of the Execution Date Escrow Agreement by the Seller Representative on such Seller’s behalf and further acknowledges and agrees that such Seller is bound thereby as if such Seller had executed the Execution Date Escrow Agreement directly. (d) Each Seller agrees that the Seller Representative shall have no obligation or liability to any Person for any action or omission taken or omitted by the Seller Representative in good faith hereunder. SellersSellers (excluding DIA if the DE Closing occurs), jointly and severally, shall indemnify and hold the Seller Representative harmless from and against any and all loss, damage, expense or liability (including reasonable counsel fees and expenses) which the Seller Representative may sustain as a result of any such action or omission by the Seller Representative hereunder. (e) Purchaser and the Escrow Agent shall be entitled to conclusively rely, without any independent verification or inquiry, upon any document or other paper delivered by or other action taken by the Seller Representative as (i) genuine and correct and (ii) having been duly signed or sent or taken by the Seller Representative, and neither Purchaser nor the Escrow Agent shall be liable to any Seller for any action taken or omitted to be taken by Purchaser or such Escrow Agent in such reliance. (f) Payments made to or as directed by the Seller Representative under Section 1.10 or any other provision of this Agreement, the Agreement and Plan of Merger or under either Escrow Agreement, are binding to the same extent as though such payments were made directly to SellersSellers or to the Members of DIA, as applicable. Neither Purchaser nor the Escrow Agent shall have any responsibility or liability for any further delivery or application of any such payment, it being agreed by Sellers that, on the terms set forth herein, (i) any payment Purchaser is required to make hereunder, any payment Purchaser is required to make or cause to be made under the Agreement and Plan of Merger and any payment the Escrow Agent is required to make under either Escrow Agreement, may be made to or as directed by the Seller Representative on behalf of SellersSellers or to the Members of DIA, as applicable, (ii) Sellers or such Members, as applicable, shall determine among themselves the amount due to each Seller or such Members, as applicable, from each payment made to or as directed by the Seller Representative hereunder under the Agreement and Plan of Merger or under either Escrow Agreement, and (iii) each Seller or such Members, as applicable, shall look solely to the Seller Representative for each Seller’s or Member’s respective share of any payment made to or as directed by the Seller Representative hereunder hereunder, under the Agreement and Plan of Merger or under either Escrow Agreement. (g) Xxxxx XxXxxx may appoint Seller Representative, LLC, a Tennessee limited liability company (the “Successor Representative”), as the successor Seller Representative to replace Xxxxx XxXxxx. To be effective, such appointment must be written, signed by Xxxxx XxXxxx as the Seller Representative to indicate such appointment, signed by the Successor Representative to indicate its acceptance of such appointment and its agreement to be bound by the terms hereof pertaining Notwithstanding any other provision to the “Seller Representative,” delivered to Purchaser and be reasonably satisfactory to Purchaser contrary in form and substance. Upon such an appointment of a successor Seller Representative under this AgreementSection 1.14, such successor Seller Representative will succeed to and become vested with all of the rights, powers, privileges and duties of the predecessor Seller Representative, and the predecessor Seller Representative shall be discharged from such predecessor Seller Representative’s duties power and obligations authority and ability to act under this AgreementSection 1.14 with respect to DIA shall terminate as of the effective time of the DE Closing.

Seller Representative. (a) Each Seller of Sellers (other than Vitro) hereby irrevocably constitutes and appoints Xxxxx XxXxxx Vitro, acting as provided in this Agreement, as Seller Representative to act as its representative attorney-in-fact and true agent in its name, place and lawful attorney stead in connection with the Transactions, and acknowledges that such appointment is coupled with an interest. By executing and delivering this Agreement, Seller Representative hereby (a) accepts its appointment and authorization to act as attorney-in-fact (the “Seller Representative”), with full power and authority in each of their names and agent on behalf of each Sellers in accordance with the terms of themthis Agreement, and (b) agrees to perform its obligations under, and otherwise comply with, this Agreement. (b) Each Seller (other than Vitro) fully and completely, without restriction: (i) authorizes and directs Seller Representative: (i) to act designate the Purchase Price Bank Account; (ii) to deliver to Purchasers on its behalf any officer's certificates required pursuant to this Agreement; (iii) to waive any conditions to Closing on behalf of each of them in the absolute discretion of the Seller Representative, but only Sellers pursuant to Section 11.08; (iv) to make decisions with respect to the following provisions termination of this Agreement, with the power to: (A) designate the account for payment of the Purchase Price pursuant to Section 1.7 or 1.10 or other payments to be made to any Seller pursuant to this Agreement or either Escrow Agreement, (B) act pursuant to Sections 1.11, 1.12 and 1.13 with respect to prorations and Purchase Price adjustments (including the Net Assets Adjustment Amount and the Final Net Assets Settlement Amount) and related matters, including executing any amendment hereto to reflect any Purchase Price adjustment or reduction agreed to pursuant to Section 1.12 or 1.13, (C) execute, deliver and act under each Escrow Agreement, (D) grant any waiver or consent under Article 6, Section 8.1 or Section 12.14, make any determination under Article 6 or Section 8.1 (including a determination that the conditions in Article 6 have been satisfied), or terminate this Agreement pursuant to Section 8.1, (E) act in connection with any matter as to which Sellers, jointly and severally, have or are alleged to have obligations, or as to which any Seller is or claims to be an Indemnified Person, under Article 10, (F) consent to the assignment of rights under this Agreement in accordance with Section 12.3(a)10.01; (v) to execute, deliver and to accept delivery on its behalf of such amendments as may be deemed by Seller Representative in its sole discretion to be appropriate under this Agreement or any Ancillary Agreements; (Gvi) give to receive notice on its behalf in accordance with Section 11.02; and receive (vii) to accept delivery, on its behalf, of such agreements, instruments and other documents as Seller Representative in its sole discretion deems necessary or appropriate under any this Agreement or any Ancillary Agreement; (ii) agrees to be bound by all notices pursuant to Section 12.6received, by all agreements and determinations made, and by all agreements, instruments and other documents executed and delivered by Seller Representative under this Agreement or any Ancillary Agreement; (Hiii) receive authorizes Seller Representative: (i) to dispute or to refrain from disputing any claim made by any Purchaser Indemnified Party under this Agreement or any Ancillary Agreement; (ii) to make decisions on its behalf regarding the defense of Purchasers or third-party suits that may be the subject of indemnification claims, including the full and accept exclusive power and authority to settle any claim by any Purchaser Indemnified Party or a third-party against any Seller and to institute, pursue, settle or waive any claim by any Seller against either of Purchasers and (following the Closing) the Acquired Companies; (iii) to negotiate and compromise any dispute which may arise under, to exercise or refrain from exercising remedies available under this Agreement or any Ancillary Agreement, and to sign any releases or other documents with respect to such notices dispute or correspondence, execute remedy; (iv) to waive any condition contained in this Agreement or any Ancillary Agreement; (v) to give any and all consents under this Agreement or any Ancillary Agreement; and (iv) to give such instructions and to do such other documents, things and take refrain from doing such other actions things as are provided herein Seller Representative in its sole discretion deems necessary or appropriate to be received, accepted, executed carry out the provisions of this Agreement or taken by the Seller Representativeany Ancillary Agreement; and (iv) authorizes and directs Seller Representative: (i) to receive any payments made to Sellers or to Seller Representative on Sellers' behalf pursuant to this Agreement or any Ancillary Agreement and (ii) to disburse to Sellers payments made to Seller Representative under the this Agreement or any Ancillary Agreement in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 1.14. (b) The foregoing appointment and grant of power and authority is coupled accordance with an interest and is in consideration of the mutual covenants made herein and is irrevocable and shall not be terminated by any act of any Seller or by operation of law or by the occurrence of any other eventtheir interests. (c) Each Seller consents to the taking by the of Sellers hereby expressly acknowledges and agrees (a) that Seller Representative is authorized to act on its behalf notwithstanding any dispute or disagreement among Sellers and (b) that Purchasers and their Affiliates are entitled to rely on any and all action taken by Seller Representative under this Agreement or any Ancillary Agreement without liability to, or obligation to inquire of, any of Sellers. Each of Sellers hereby expressly acknowledges and agrees that Purchasers and their Affiliates and any other Person will be entitled to rely on any and all actions and the making taken (or not taken) by the Seller Representative under this Agreement or any Ancillary Agreement that appear to have been taken in accordance with this Section 11.13 without any duty of inquiry as to the genuineness of the writing or other communication and without any obligation of inquiry of any decisions required or permitted to be taken or made by the Seller Representative pursuant to this Section 1.14, and agrees that each such action or decision shall bind such Seller. Each Seller hereby authorizes, approves and ratifies the execution of the Execution Date Escrow Agreement by the Seller Representative on such Seller’s behalf and further acknowledges and agrees that such Seller is bound thereby as if such Seller had executed the Execution Date Escrow Agreement directlySellers. (d) Each Seller agrees that the The authorizations of Seller Representative shall have no obligation will be effective until its rights and obligations under this Agreement or liability to any Person for any action or omission taken or omitted by the Seller Representative in good faith hereunder. SellersAncillary Agreement, jointly and severallyas applicable, shall indemnify and hold the Seller Representative harmless from and against any and all loss, damage, expense or liability (including reasonable counsel fees and expenses) which the Seller Representative may sustain as a result of any such action or omission by the Seller Representative hereunderterminate. (e) Purchaser and Notwithstanding anything herein to the Escrow Agent contrary, Vitro shall be entitled have the right in its sole discretion to conclusively relydesignate at any time, without by delivery of notice thereof to Purchasers, any independent verification or inquiry, upon any document or other paper delivered by or other action taken by the Seller Representative as (i) genuine and correct and (ii) having been duly signed or sent or taken by the successor Seller Representative, and neither Purchaser nor the Escrow Agent who or which shall be liable succeed to any Seller for any action taken or omitted to be taken by Purchaser or such Escrow Agent in such reliance. (f) Payments made to or as directed by the Seller Representative under Section 1.10 or any other provision all of this Agreement, or under either Escrow Agreement, are binding to the same extent as though such payments were made directly to Sellers. Neither Purchaser nor the Escrow Agent shall have any responsibility or liability for any further delivery or application of any such payment, it being agreed by Sellers that, on the terms set forth herein, (i) any payment Purchaser is required to make hereunder, and any payment the Escrow Agent is required to make under either Escrow Agreement, may be made to or as directed by the Seller Representative on behalf of Sellers, (ii) Sellers shall determine among themselves the amount due to each Seller from each payment made to or as directed by the Seller Representative hereunder or under either Escrow Agreement, and (iii) each Seller shall look solely to the Seller Representative for each Seller’s respective share of any payment made to or as directed by the Seller Representative hereunder or under either Escrow Agreement. (g) Xxxxx XxXxxx may appoint Seller Representative, LLC, a Tennessee limited liability company (the “Successor Representative”), as the successor Seller Representative to replace Xxxxx XxXxxx. To be effective, such appointment must be written, signed by Xxxxx XxXxxx as the Seller Representative to indicate such appointment, signed by the Successor Representative to indicate its acceptance of such appointment and its agreement to be bound by the terms hereof pertaining to the “Seller Representative,” delivered to Purchaser and be reasonably satisfactory to Purchaser in form and substance. Upon such an appointment of a successor Seller Representative under this Agreement, such successor Seller Representative will succeed to and become vested with all of the rights, powers, privileges and duties of the predecessor Seller Representative, and the predecessor Seller Representative shall be discharged from such predecessor Seller Representative’s duties 's rights and obligations under this Agreement.