Sellers’ Representative. (a) Each of the Sellers hereby appoints Xxxx Xxxxx as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative.
Sellers’ Representative. (a) By executing this Agreement, each Selling Party irrevocably authorizes and appoints Sellers’ Representative as such Selling Party’s representative and attorney-in-fact to act on behalf of such Person with respect to this Agreement and the Escrow Agreement and to take any and all actions and make any decisions required or permitted to be taken by Sellers’ Representative pursuant to this Agreement or the Escrow Agreement, including the exercise of the power to: (i) give and receive notices and communications; (ii) authorize delivery to Buyer of cash from the Indemnity Escrow Account in satisfaction of claims for indemnification made by Buyer pursuant to Section 8.03 or Article XI; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Section 8.03 or Article XI; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Section 8.03 or Article XI; (v) authorize delivery to Buyer of cash from the Indemnity Escrow Account in satisfaction of any negative Purchase Price Adjustment pursuant to Section 2.04 or any adjustment to the Final Purchase Price payable to Buyer pursuant to Section 2.10 otherwise agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described Section 2.04 or Section 2.10; (vi) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any other Transaction Document (including the Escrow Agreement); (vii) make all elections or decisions contemplated by this Agreement and any other Transaction Document (including the Escrow Agreement); (viii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Sellers’ Representative in complying with its duties and obligations; (ix) to receive funds, make payments of funds, and give receipts for funds on behalf of the Selling Parties in connection with this Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby and (x) take all actions necessary or appropriate in the good faith judgment of Sellers’ Representative for the accomplishment of the foregoing.
Sellers’ Representative. (a) Seller shall be responsible to Company for acts and omissions of all employees and subcontractors, at any tier, their agents and employees and all other persons performing any work under a subcontract with Seller, at any tier, or who is under the direct supervision of Seller in the performance of the work.
Sellers’ Representative. (a) Each Seller designates Sellers’ Representative as the representative and attorney-in-fact of such Seller with full power and authority, including power of substitution, acting in the name of and on behalf of such Seller, for all purposes under this Agreement, including receipt of disclosures, granting and/or executing consents or waivers, receiving notices, settling disputes with respect to indemnification claims and the calculation of the Purchase Price and agreeing to and executing amendments and/or modifications to this Agreement.
Sellers’ Representative. 35.2.1 The Seller shall appoint from the Signature Date until the Expiry Date, an individual (the "Seller’s Representative") whose identity shall be notified to the Buyer to act as the Seller’s duly authorized representative for all purposes connected with this Agreement. The Seller shall notify the Buyer in writing forthwith upon the replacement at any time of the Seller’s Representative and such replacement shall not be effective until such notice has been given.
Sellers’ Representative. (a) Each Seller hereby irrevocably appoints Sellers’ Representative as such Seller’s representative, attorney-in-fact and agent, with full power of substitution (and such appointment is coupled with an interest and is irrevocable) to act in the name, place and stead of such Seller, to act on behalf of such Seller in any amendment of or litigation or arbitration involving this Agreement, including defending, negotiating, settling or otherwise dealing with Claims under Sections 2 or 7, and to do or refrain from doing all such further acts and things, and to execute all such documents, as Sellers’ Representative deems necessary or appropriate in conjunction with any of the Transactions, including the power:
Sellers’ Representative. (a) Sellers hereby irrevocably nominate, constitute and appoint Sellers’ Representative as the agent, agent for service of process and true and lawful attorney-in-fact of each Seller, individually, and all Sellers, collectively, with full power of substitution, to act in the name, place and stead of any Seller with respect to any matter under this Agreement or the Escrow Agreement, including the exercise of the power to (i) execute, deliver, acknowledge, certify and file (in the name of Sellers, any Seller or otherwise) any documents or consents and otherwise take any actions, and make or receive any payments or disbursements, that Sellers’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, on behalf of Sellers, in connection with any matter contemplated in Section 2.4, Section 7.3, Section 7.4, Article VIII, Section 9.3 or Section 9.8 (including negotiating, entering into compromises or settlements of and resolving any dispute or litigation with respect to any such matters); and (ii) receive the Closing Payment on behalf of the Sellers pursuant to Section 2.3(a) along with any other payments or distributions due to the Sellers pursuant to this Agreement, and (iii) give and receive notices and communications under this Agreement or the Escrow Agreement. Sellers’ Representative hereby accepts its appointment as Sellers’ Representative. The power of attorney granted in this Section 9.12 is coupled with an interest and irrevocable, may be delegated by Sellers’ Representative and shall survive the death, incapacity, dissolution or liquidation of each Seller.
Sellers’ Representative. Each of the Sellers hereby irrevocably grants full power and authority to the Sellers’ Representative to take any action that the Sellers’ Representative, in his discretion, deems necessary or appropriate, without the need or obligation, in any respect, to communicate with the Sellers, or to obtain any specific instructions from the Sellers in relation to the Contemplated Transactions. The Purchasers and their Affiliates may rely exclusively, without independent verification or investigation, upon all decisions, communications or writings made, given or executed by the Sellers’ Representative in connection with any Transaction Document and the Contemplated Transactions. Notwithstanding anything to the contrary set forth herein, the Purchasers shall not be liable for any Loss to any Person, including any Seller, for any action taken or not taken by the Sellers’ Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Sellers’ Representative.
Sellers’ Representative. (a) Subject to Clause 10.17(c), each Seller hereby irrevocably appoints the Sellers’ Representative to act as their representative for the purposes contemplated by this Agreement.
Sellers’ Representative. (a) Each Seller constitutes and appoints Xxxxx Xxxxxx as his, her or its representative (the "Sellers' Representative") and its true and lawful attorney in fact, with full power and authority in its name and on its behalf:
