Common use of Seller’s Agent Clause in Contracts

Seller’s Agent. (a) By the execution and delivery of this Agreement, each Seller irrevocably appoints and authorizes Hxxxxxxx Investment Partners, LLC, to act as such Seller’s agent, representative and attorney-in-fact hereunder (in such capacity and not in its personal capacity as a Seller, the “Sellers’ Agent”). Each Seller irrevocably authorizes the Sellers’ Agent to take such action on behalf of such Seller and to exercise all such powers as are expressly delegated to the Sellers’ Agent hereunder, together with such other powers as are reasonably incidental thereto, including the execution and delivery of the Traditional Escrow Agreement and Regulatory Escrow Agreement, certificates, statements, notices, approvals, extensions, waivers, undertakings and amendments to this Agreement or the Traditional and Regulatory Escrow Agreements required or permitted to be made, given or determined hereunder or in connection with the transactions contemplated hereby, and including the right to contest and settle any claims for indemnification, adjustments to purchase price or other claims made hereunder and to resolve any other disputes arising under this Agreement or the Traditional and Regulatory Escrow Agreements. The Sellers’ Agent shall have the right and authority to engage and employ agents and representatives and to incur expenses as the Sellers’ Agent reasonably deems necessary or prudent in connection with the foregoing. The Sellers’ Agent shall have the sole and exclusive right on behalf of any Seller to take any action, or receive any notice of any claims for indemnification under Article 5 hereof and to settle any claim or controversy arising with respect thereto; provided, however, the Sellers’ Agent shall not settle any claim against a single Seller without the consent of such Seller. Any actions taken or omitted, exercises of rights, power or authority, and any decision or determination made by the Sellers’ Agent shall be absolutely and irrevocably binding on each Seller as if such Seller had personally taken such action or omitted to take such action, exercised such rights, power or authority or made such decision or determination in such Seller’s individual capacity, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Buyer’s rights and remedies against the Sellers shall in no way be diminished because the right or remedy was due to the acts or omissions of the Sellers’ Agent.

Seller’s Agent. (a) By the execution Without any further act of any Seller, Sellers Agent is hereby irrevocably appointed as agent and delivery of this Agreement, each Seller irrevocably appoints true and authorizes Hxxxxxxx Investment Partners, LLC, to act as such Seller’s agent, representative and lawful attorney-in-fact hereunder (in for each Seller with full power of substitution or resubstitution, solely for the purposes set forth herein, such capacity appointment being coupled with an interest and not in its personal capacity irrevocable. Sellers Agent will act as a the representative of each Seller, the “Sellers’ Agent”). Each Seller irrevocably authorizes the Sellers’ Agent and is authorized to take such action act on behalf of such each Seller and to exercise all such powers as are expressly delegated to the Sellers’ Agent hereunderunder this Agreement, together or any other Ancillary Document or in connection with such other powers as are reasonably incidental theretoany transaction contemplated herein or therein, including (i) the execution power to contest, negotiate, defend, compromise, or settle any adjustments under Section 5.7 and delivery of the Traditional Escrow Agreement and Regulatory Escrow Agreement, certificates, statements, notices, approvals, extensions, waivers, undertakings and amendments to any indemnification claims under this Agreement or any other Ancillary Document for which Parent or its Other Indemnified Persons may be entitled to indemnification, (ii) the Traditional and Regulatory Escrow Agreements required power to execute any agreement or permitted to be made, given or determined hereunder or instrument in connection with the transactions contemplated herebyby this Agreement and the other Ancillary Documents, and including under Section 6.3, (iii) the right power to contest and settle give or receive any claims for indemnification, adjustments to purchase price notice or other claims made hereunder and to resolve any other disputes arising instruction permitted or required under this Agreement or the Traditional and Regulatory Escrow Agreements. The Sellers’ Agent shall have the right and authority any other Ancillary Document, to engage and employ agents and representatives and to incur expenses as the Sellers’ Agent reasonably deems necessary be given or prudent received by any Seller, including receipt of any notice or service of process in connection with any claim under this Agreement (all of which will be deemed delivered or served upon all Sellers upon delivery to Sellers Agent), (iv) the foregoing. The Sellers’ Agent shall have the sole power to review, negotiate, and exclusive right agree to and authorize any payments in satisfaction of any payment obligation, in each case, on behalf of Sellers, and (v) the power to take any actions in regard to such other matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement or as Sellers Agent reasonably believes are in the best interests of Sellers taken as a whole. Each Seller will be bound by all actions taken by Sellers Agent in his capacity thereof. Neither Sellers Agent nor any of his agents or employees will be liable to any Person for any error of judgment, or any action taken, suffered, or omitted to be taken, under this Agreement, except in the case of its bad faith or willful misconduct. Sellers Agent may consult with legal counsel, independent public accountants and other experts selected by him and will not be liable for any action taken or omitted to be taken in good faith by Sellers Agent in accordance with the advice of such counsel, accountants, or experts. As to any matters not expressly provided for in this Agreement, Sellers Agent will not be required to exercise any discretion or take any action. Each Seller will indemnify and hold harmless and reimburse Sellers Agent from and against such Seller’s pro rata share (computed on the basis of its pro rata share of the Merger Consideration) of any and all Liabilities, losses, damages, claims, costs, or expenses suffered or incurred by Sellers Agent arising out of, relating to or resulting from any action taken or omitted to be taken by Sellers Agent under this Agreement, other than such Liabilities, losses, damages, claims, costs or expenses arising out of, relating to or resulting from Sellers Agent’s bad faith or willful misconduct. In all matters relating to this Section 5.9, Sellers Agent will be the only party entitled to assert the rights of Sellers. Notwithstanding the following sentence, Parent may rely on all statements, actions, representations, and decisions of Sellers Agent as being the binding acts of all Sellers or any of them, notwithstanding any communication from any Seller to take the contrary (other than any actioncommunication regarding termination or replacement of Sellers Agent pursuant to this Section 5.9). By executing and delivering this Agreement, or receive any notice of any claims for indemnification under Article 5 hereof and to settle any claim or controversy arising with respect thereto; provided, however, the Sellers’ Agent shall not settle any claim against a single Seller without the consent of such Seller. Any actions taken or omitted, exercises of rights, power or authority, and any decision or determination made by the Sellers’ Agent shall be absolutely and irrevocably binding on each Seller confirms and ratifies all that Sellers Agent will do or cause to be done in good faith as if such Seller had personally taken such action or omitted to take such action, exercised such rights, power or authority or made such decision or determination in such Seller’s individual capacity, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Buyer’s rights and remedies against the Sellers shall in no way be diminished because the right or remedy was due to the acts or omissions of the Sellers’ Agent.

Seller’s Agent. (a) By the execution Without any further act of any Seller, Sellers Agent is hereby irrevocably appointed as agent and delivery of this Agreement, each Seller irrevocably appoints true and authorizes Hxxxxxxx Investment Partners, LLC, to act as such Seller’s agent, representative and lawful attorney-in-fact hereunder (in for each Seller with full power of substitution or resubstitution, solely for the purposes set forth herein, such capacity appointment being coupled with an interest and not in its personal capacity irrevocable. Sellers Agent will act as a the representative of each Seller, the “Sellers’ Agent”). Each Seller irrevocably authorizes the Sellers’ Agent and is authorized to take such action act on behalf of such each Seller and to exercise all such powers as are expressly delegated to the Sellers’ Agent hereunderunder this Agreement, together or any other Ancillary Document or in connection with such other powers as are reasonably incidental theretoany transaction contemplated herein or therein, including (i) the execution power to contest, negotiate, defend, compromise, or settle any adjustments under Section 5.7 and delivery of the Traditional Escrow Agreement and Regulatory Escrow Agreement, certificates, statements, notices, approvals, extensions, waivers, undertakings and amendments to any indemnification claims under this Agreement or any other Ancillary Document for which Parent or its Other Indemnified Persons may be entitled to indemnification, (ii) the Traditional and Regulatory Escrow Agreements required power to execute any agreement or permitted to be made, given or determined hereunder or instrument in connection with the transactions contemplated herebyby this Agreement and the other Ancillary Documents, and including under Section 6.3, (iii) the right power to contest and settle give or receive any claims for indemnification, adjustments to purchase price notice or other claims made hereunder and to resolve any other disputes arising instruction permitted or required under this Agreement or the Traditional and Regulatory Escrow Agreements. The Sellers’ Agent shall have the right and authority any other Ancillary Document, to engage and employ agents and representatives and to incur expenses as the Sellers’ Agent reasonably deems necessary be given or prudent received by any Seller, including receipt of any notice or service of process in connection with any claim under this Agreement (all of which will be deemed delivered or served upon all Sellers upon delivery to Sellers Agent), (iv) the foregoing. The Sellers’ Agent shall have the sole power to review, negotiate, and exclusive right agree to and authorize any payments in satisfaction of any payment obligation, in each case, on behalf of Sellers, and (v) the power to take any actions in regard to such other matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement or as Sellers Agent reasonably believes are in the best interests of Sellers taken as a whole. Each Seller will be bound by all actions taken by Sellers Agent in his capacity thereof. Neither Sellers Agent nor any of his agents or employees will be liable to any Person for any error of judgment, or any action taken, suffered, or omitted to be taken, under this Agreement, except in the case of its bad faith or willful misconduct. Sellers Agent may consult with legal counsel, independent public accountants and other experts selected by him and will not be liable for any action taken or omitted to be taken in good faith by Sellers Agent in accordance with the advice of such counsel, accountants, or experts. As to any matters not expressly provided for in this Agreement, Sellers Agent will not be required to exercise any discretion or take any action. Each Seller will indemnify and hold harmless and reimburse Sellers Agent from and against such Seller’s pro rata share (computed on the basis of its pro rata share of the Merger Consideration) of any and all Liabilities, losses, damages, claims, costs, or expenses suffered or incurred by Sellers Agent arising out of, relating to or resulting from any action taken or omitted to be taken by Sellers Agent under this Agreement, other than such Liabilities, losses, damages, claims, costs or expenses arising out of, relating to or resulting from Sellers Agent’s bad faith or willful misconduct. In all matters relating to this Section, Sellers Agent will be the only party entitled to assert the rights of Sellers. Notwithstanding the following sentence, Parent may rely on all statements, actions, representations, and decisions of Sellers Agent as being the binding acts of all Sellers or any of them, notwithstanding any communication from any Seller to take the contrary (other than any actioncommunication regarding termination or replacement of Sellers Agent pursuant to this Section 5.9). By executing and delivering this Agreement, or receive any notice of any claims for indemnification under Article 5 hereof and to settle any claim or controversy arising with respect thereto; provided, however, the Sellers’ Agent shall not settle any claim against a single Seller without the consent of such Seller. Any actions taken or omitted, exercises of rights, power or authority, and any decision or determination made by the Sellers’ Agent shall be absolutely and irrevocably binding on each Seller confirms and ratifies all that Sellers Agent will do or cause to be done in good faith as if such Seller had personally taken such action or omitted to take such action, exercised such rights, power or authority or made such decision or determination in such Seller’s individual capacity, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Buyer’s rights and remedies against the Sellers shall in no way be diminished because the right or remedy was due to the acts or omissions of the Sellers’ Agent.

Seller’s Agent. (a) By Without any further act of any Seller, Sellers Agent is hereby irrevocably appointed as agent and true and lawful attorney‑in‑fact for each Seller with full power of substitution or resubstitution, solely for the execution purposes set forth herein, such appointment being coupled with an interest and delivery irrevocable. Sellers Agent will act as the representative of each Seller, and is authorized to act on behalf of each Seller under this Agreement, each Seller irrevocably appoints and authorizes Hxxxxxxx Investment Partners, LLC, to act as such Seller’s agent, representative and attorney-in-fact hereunder (in such capacity and not in its personal capacity as a Seller, the “Sellers’ Agent”). Each Seller irrevocably authorizes the Sellers’ Agent to take such action on behalf of such Seller and to exercise all such powers as are expressly delegated to the Sellers’ Agent hereunder, together with such other powers as are reasonably incidental thereto, including the execution and delivery of the Traditional Escrow Agreement and Regulatory Escrow Agreement, certificatesor any other Ancillary Document or in connection with any transaction contemplated herein or therein, statementsincluding (i) the power to contest, noticesnegotiate, approvalsdefend, extensionscompromise, waivers, undertakings or settle any adjustments under Section 2.5 or Section 5.9 and amendments to any indemnification claims under this Agreement or any other Ancillary Document for which the Traditional and Regulatory Escrow Agreements required Buyer Entities or permitted their Other Indemnified Persons may be entitled to be madeindemnification, given (ii) the power to execute any agreement or determined hereunder or instrument in connection with the transactions contemplated herebyby this Agreement, the Escrow Agreement, and the other Ancillary Documents, including under Section 6.3, (iii) the right power to contest and settle any claims for indemnification, adjustments to purchase price or other claims made hereunder and to resolve any other disputes arising under this Agreement or the Traditional and Regulatory Escrow Agreements. The Sellers’ Agent shall have the right and authority to engage and employ agents and representatives and to incur expenses as the Sellers’ Agent reasonably deems necessary or prudent in connection with the foregoing. The Sellers’ Agent shall have the sole and exclusive right on behalf of any Seller to take any action, give or receive any notice or instruction permitted or required under this Agreement, the Escrow Agreement, or any other Ancillary Document, to be given or received by any Seller, including receipt of any claims for indemnification under Article 5 hereof and to settle notice or service of process in connection with any claim under this Agreement (all of which will be deemed delivered or controversy arising with respect thereto; providedserved upon all Sellers upon delivery to Sellers Agent), however(iv) the power to review, negotiate, and agree to and authorize any payments from the Escrow Account or the Sellers Agent Account in satisfaction of any payment obligation, in each case, on behalf of Sellers’ , and (v) the power to take any actions in regard to such other matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement or as Sellers Agent shall not settle any claim against reasonably believes are in the best interests of Sellers taken as a single whole. Each Seller without the consent of such Seller. Any will be bound by all actions taken by Sellers Agent in his capacity thereof. Neither Sellers Agent nor any of his agents or omittedemployees will be liable to any Person for any error of judgment, exercises of rightsor any action taken, power or authority, and any decision or determination made by the Sellers’ Agent shall be absolutely and irrevocably binding on each Seller as if such Seller had personally taken such action suffered or omitted to be taken, under this Agreement, except in the case of its bad faith or willful misconduct. Sellers Agent may consult with legal counsel, independent public accountants and other experts selected by him and will not be liable for any action taken or omitted to be taken in good faith by Sellers Agent in accordance with the advice of such counsel, accountants or experts. As to any matters not expressly provided for in this Agreement, Sellers Agent will not be required to exercise any discretion or take such any action, exercised such rights, power or authority or made such decision or determination in . Each Seller will indemnify and hold harmless and reimburse Sellers Agent from and against such Seller’s individual capacitypro rata share (computed on the basis of its Pro Rata Percentage) of any and all Liabilities, and no Seller shall have the right losses, damages, claims, costs, or expenses suffered or incurred by Sellers Agent arising out of, relating to objector resulting from any action taken or omitted to be taken by Sellers Agent under this Agreement, dissentother than such Liabilities, protest losses, damages, claims, costs or otherwise contest the sameexpenses arising out of, relating to or resulting from Sellers Agent’s bad faith or willful misconduct. Buyer’s rights and remedies against The Escrow Agent will distribute amounts from the Sellers shall Agent Account to Sellers Agent in no way satisfaction of the payment and reimbursement obligations of Sellers under this Section 5.11(a). In all matters relating to this Section, Sellers Agent will be diminished because the right only party entitled to assert the rights of Sellers. Notwithstanding the following sentence, the Buyer Entities and the Escrow Agent will be entitled to rely on all statements, actions, representations and decisions of Sellers Agent as being the binding acts of all Sellers or remedy was due any of them, notwithstanding any communication from any Seller to the acts contrary (other than any communication regarding termination or omissions replacement of Sellers Agent pursuant to the Sellers’ Escrow Agreement and this Section). By executing and delivering this Agreement, each Seller confirms and ratifies all that Sellers Agent will do or cause to be done in good faith as Sellers Agent.

Seller’s Agent. (a) Without any further act of any Seller, Xxxx Xxxxxxxx or any successor to such individual appointed pursuant to this Section is hereby irrevocably appointed as agent and true and lawful attorney-in-fact for each Seller with full power of substitution or resubstitution, solely for the purposes set forth herein, such appointment being coupled with an interest and irrevocable. Sellers Agent will act as the representative of each Seller, and is authorized to act on behalf of each Seller under this Agreement, the Escrow Agreement or any other Ancillary Document or in connection with any transaction contemplated herein or therein, including receipt of any notice or service of process in connection with any claim under this Agreement (all of which will be deemed delivered or served upon all Sellers upon delivery to Sellers Agent). Each Seller will be bound by all actions taken by the Sellers Agent in his capacity thereof. Sellers Agent will, in a reasonably prompt manner, provide written notice to each Seller of any action taken by Sellers Agent pursuant to the authority delegated Sellers Agent under this Section. Sellers Agent will at all times act in his capacity as Sellers Agent in a manner that Sellers Agent believes to be in the best interest of Sellers taken as a whole. Neither Sellers Agent nor any of his agents or employees will be liable to any Person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement, except in the case of his bad faith or willful misconduct. Sellers Agent may consult with legal counsel, independent public accountants and other experts selected by him and will not be liable for any action taken or omitted to be taken in good faith by Sellers Agent in accordance with the advice of such counsel, accountants or experts. As to any matters not expressly provided for in this Agreement, Sellers Agent will not be required to exercise any discretion or take any action. Each Seller severally will indemnify and hold harmless and reimburse Sellers Agent from and against such Seller’s pro rata share of any and all Liabilities, losses, damages, claims, costs, or expenses suffered or incurred by Sellers Agent arising out of, relating to or resulting from any action taken or omitted to be taken by Sellers Agent under this Agreement, other than such Liabilities, losses, damages, claims, costs or expenses arising out of, relating to or resulting from Sellers Agent’s bad faith or willful misconduct. In all matters relating to this Section, Sellers Agent will be the only party entitled to assert the rights of Sellers. Notwithstanding the following sentence, Buyer and the Escrow Agent will be entitled to rely on all statements, actions, representations and decisions of Sellers Agent as being the binding acts of all Sellers or any of them, notwithstanding any communication from any Seller to the contrary (other than communication regarding termination or replacement of Sellers Agent pursuant to the Escrow Agreement and this Section). By the execution executing and delivery of delivering this Agreement, each Seller irrevocably appoints confirms and authorizes Hxxxxxxx Investment Partners, LLC, to act as such Seller’s agent, representative and attorney-in-fact hereunder (in such capacity and not in its personal capacity as a Seller, the “Sellers’ Agent”). Each Seller irrevocably authorizes the Sellers’ ratifies all that Sellers Agent to take such action on behalf of such Seller and to exercise all such powers as are expressly delegated to the Sellers’ Agent hereunder, together with such other powers as are reasonably incidental thereto, including the execution and delivery of the Traditional Escrow Agreement and Regulatory Escrow Agreement, certificates, statements, notices, approvals, extensions, waivers, undertakings and amendments to this Agreement will do or the Traditional and Regulatory Escrow Agreements required or permitted cause to be made, given or determined hereunder or done in connection with the transactions contemplated hereby, and including the right to contest and settle any claims for indemnification, adjustments to purchase price or other claims made hereunder and to resolve any other disputes arising under this Agreement or the Traditional and Regulatory Escrow Agreements. The Sellers’ Agent shall have the right and authority to engage and employ agents and representatives and to incur expenses good faith as the Sellers’ Agent reasonably deems necessary or prudent in connection with the foregoing. The Sellers’ Agent shall have the sole and exclusive right on behalf of any Seller to take any action, or receive any notice of any claims for indemnification under Article 5 hereof and to settle any claim or controversy arising with respect thereto; provided, however, the Sellers’ Agent shall not settle any claim against a single Seller without the consent of such Seller. Any actions taken or omitted, exercises of rights, power or authority, and any decision or determination made by the Sellers’ Agent shall be absolutely and irrevocably binding on each Seller as if such Seller had personally taken such action or omitted to take such action, exercised such rights, power or authority or made such decision or determination in such Seller’s individual capacity, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Buyer’s rights and remedies against the Sellers shall in no way be diminished because the right or remedy was due to the acts or omissions of the Sellers’ Agent.