Sellers’ Representative Appointment and Duties Sample Clauses

Sellers’ Representative Appointment and Duties. Xxxxx (Xxxxxx) Xxxxx is hereby appointed the exclusive agent, proxy and attorney-in-fact for each of the Sellers and the execution and delivery of this Agreement by each of the Sellers shall constitute the appointment of Xxxxx (Xxxxxx) Xxxxx as Sellers’ Representative by and the ratification of the Sellers’ Representative’s authority by each such Seller, pursuant to the terms and conditions hereof. The Sellers’ Representative shall have the authority to act for and on behalf of each of the Sellers as provided herein, including (i) to consummate the transactions contemplated herein, including executing and delivering the Escrow Agreement (with such modifications or changes therein as to which the Sellers’ Representative, in its sole discretion, shall have consented); (ii) to receive on behalf of and distribute the Net Purchase Price and any Purchase Price Adjustment to the Sellers; (iii) to communicate to, and receive all communications and notices from, Buyer and/or the Company; (iv) to do each and every act, implement any decision and exercise any and all rights which the Sellers are permitted or required to do or exercise under this Agreement or the Escrow Agreement; (v) to execute and deliver on behalf of the Sellers any amendment or waiver hereto or to the Escrow Agreement; (vi) to negotiate, settle, compromise and otherwise handle any post-Closing adjustments and all claims for indemnification made by any Buyer Indemnified Party; (vii) to authorize delivery to an Indemnified Party of any funds and property in its possession or in the possession of the Escrow Agent in satisfaction of claims by such Indemnified Party; (viii) to object to any deliveries by Buyer hereunder; (ix) to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, defend, participate in, settle, dismiss or otherwise terminate, as applicable, any litigation, action, proceeding or investigation relating to the Company, the Purchased Shares, the Sellers, this Agreement, the Escrow Agreement or any of the transactions contemplated by this Agreement or the Escrow Agreement, and to comply with orders of courts and awards of courts, mediators and arbitrators with respect to such litigation, action, proceeding or investigation; and (x) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do a...