Sellers’ Representatives. Seller’s Representatives are the individuals involved in supervising Seller’s, AFE’s, PXR’s, PXURA’s and PXLA’s ownership, operation, and maintenance of the Real Property and Improvements, have knowledge of the operation and maintenance of the Real Property and Improvements and have reviewed the representations of Seller set forth in, and the schedules and exhibits referenced in, this Section 9.1.13.
Sellers’ Representatives. 17.2.1 With respect to the matters set out in this clause 17.2.1, the Sellers shall vis-à-vis the Buyer act as one party and shall (i) appoint one or more representatives (“Sellers’ Representatives”) and (ii) one legal adviser to represent all of the Sellers in any matter or dispute involving the Buyer, except that any Sellers having a conflict of interest with one or more of the other Sellers in such dispute may appoint its own legal adviser. The Sellers have hereby appointed Maj Invest, KB and B Holding, acting jointly (with a right of substitution) as the Sellers’ Representatives under this Agreement vis-à-vis the Buyer to the effect that Maj Invest, KB and B Holding, are authorised, when acting jointly, to legally bind the Sellers in any matter arising out of or in connection with this Agreement and the consummation of the transaction contemplated hereby, including (i) receiving any notice required to be delivered to the Sellers pursuant to this Agreement, (ii) determining any matters related to calculation of the Purchase Price and receipt of the Buyer’s payment of the Purchase Price, (iii) accepting or rejecting any Claim raised by the Buyer against any of the Sellers, or (iv) waiving any rights of the Sellers hereunder, provided, however, that such acts (other than receipt of notice pursuant to item (i)) are, in the Sellers’ Representatives’ discretion, made to the joint benefit of all Sellers, is made in writing and that the Sellers’ Representatives are explicitly stating that they are acting in their capacity as the Sellers’ Representatives intending to bind the Sellers. No Seller shall have any right to raise a claim against the Sellers’ Representatives (or any of them) with respect to actions duly taken in accordance with this clause 17.2.1.
Sellers’ Representatives. (a) Each McNaxx Xxxup Seller hereby irrevocably appoints McNaxx xx a Sellers' Representative, and each Minority Group Seller hereby irrevocably appoints John Xxxxxx xxx H. Fred Xxxxxx, xxintly, as Sellers' Representatives. Each Seller agrees that the Sellers' Representatives, acting jointly, shall have full power to act as their agent and attorney-in-fact to take all actions on behalf of such Seller that are expressly set forth in this Agreement, and to approve on behalf of such Seller any amendment to the Transaction Documents (or waivers of provisions of the Transaction Documents) that do not adversely affect the interest of such Seller. Any action permitted to be taken under this Agreement by the Sellers' Representatives must be taken by both of them acting jointly and neither of the Sellers' Representatives shall have any power to bind any Seller unless acting jointly with the other Sellers' Representative. The McNaxx Xxxup Sellers agree that if McNaxx (xx his replacement pursuant to this Section 13.11) becomes unable to serve as a Sellers' Representative, the remaining McNaxx Xxxup Sellers will promptly appoint a successor to act as a Sellers' Representative and will notify Buyer of such appointment. The Minority Group Sellers agree that if either of John Xxxxxx xx H. Fred Xxxxxx (xx their replacements pursuant to this Section 13.11) becomes unable to serve as a Sellers' Representative, the remaining Minority Group Sellers will promptly appoint a successor to act as a Sellers' Representative and will notify Buyer of such appointment. Any successor Sellers' Representative appointed pursuant to this Section shall be reasonably acceptable to Buyer. In the event that for any reason the Sellers'
Sellers’ Representatives. (a) Seller shall employ one or more competent representatives, whose name or names and details of qualifications and previous experience shall have been provided to Buyer and Xxxxx’s Representative by Xxxxxx, to manage the project and who shall have Seller’s authority in respect of all matters arising out of or in connection with the Agreement and the Work.
Sellers’ Representatives. Each of the Sellers hereby irrevocably appoints a representative from each of GarMark Partners, L.P. and Northwood Ventures LLC, and each of them individually, to act as attorneys-in-fact and representatives for the Sellers (together, the "Sellers' Representatives" and individually, a "Sellers' Representative"), to do any and all things and to execute any and all documents, in the Sellers' name, place and stead, in any way which each of the Sellers could do if personally present, in connection with this Agreement and the transactions contemplated hereby, including to accept on the Sellers behalf any amount or promissory note payable to any of the Sellers under this Agreement, or to amend, cancel or extend, or waive the terms of this Agreement. The Purchaser shall be entitled to rely, as being binding upon the Sellers, upon any document or other paper believed by the Purchaser to be genuine and correct and to have been signed by a Sellers' Representative, and the Purchaser shall not be liable to any of the Sellers for any action taken or omitted to be taken by the Purchaser in such reliance. The Sellers' Representatives shall have the sole and exclusive right on behalf of the Sellers to take any action or provide any waiver pursuant to Sections 1.8, 2.5, or 6.6, Articles 8 or 9.
Sellers’ Representatives. (a) In order to administer efficiently (i) the implementation of the Agreement on behalf of the Sellers and (ii) the settlement of any dispute with respect to this Agreement or the Escrow Agreement, the Company and the Sellers hereby designate Xxxxx Xxxxxx and Xxxxxx Xxxx as the Sellers’ representatives (the “Representatives”), and authorize the Representatives to enter into the Escrow Agreement on their behalf in accordance with the terms and conditions of this Agreement.
Sellers’ Representatives. (a) By virtue of their approval of this Agreement, the Sellers shall have constituted and appointed Xxxxx X. XxxXxxx and Benedict, acting together, to serve as seller representatives (collectively, “Sellers’ Representatives”) for and on behalf of the Sellers, to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to take all other actions on behalf of the Sellers as is explicitly contemplated by this Agreement or the Escrow Agreement and to take all actions necessary or appropriate in the judgment of the Sellers’ Representatives for the accomplishment of the foregoing. No bond shall be required of the Sellers’ Representatives, and the Sellers’ Representatives shall receive no compensation for their services. Notices or communications to or from the Sellers’ Representatives shall constitute notice to or from each Seller.
Sellers’ Representatives. (a) The Sellers have agreed that Xxxxxxxx Xxxxxxxx and Xxxxx Xxxxxxx (acting jointly) shall be constituted and appointed as the Sellers’ Representatives, and act jointly on behalf of all of the Sellers for the purposes specified herein. For purposes of this Agreement, the term “
Sellers’ Representatives. 8.6.1 Each of the Sellers hereby irrevocably constitutes and appoints the Controlling Sellers, acting individually or collectively, as the Sellers’ Representative to represent the interests of the Sellers and to act as the attorneys-in-fact and agents for and on behalf of each Seller. This power is irrevocable and coupled with an interest, and shall not be affected by the death, incapacity, illness, dissolution or other inability to act of any of the Sellers. Each Seller hereby irrevocably grants each Sellers’ Representative full power and authority: (a) to execute and deliver, on behalf of such Seller, and to accept delivery of, on behalf of such Seller, such documents as may be deemed by each Sellers’ Representative, in his sole discretion, to be appropriate to consummate this Agreement and the other transactions contemplated hereby, including without limitation, the Escrow Agreement; (b) to endorse and to deliver on behalf of such Seller, certificates representing the Shares to be surrendered by such Seller at the Closing; (c) to acknowledge receipt at the Closing of the Closing Payment, and to certify, on behalf of such Seller, as to the accuracy of the representations and warranties of such Seller under, or pursuant to the terms of, this Agreement; (d) to dispute or refrain from disputing, on behalf of such Seller, any claim made by Purchaser under this Agreement; (e) to negotiate and compromise, on behalf of such Seller, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement; (f) to execute, on behalf of such Seller, any settlement agreement, release or other document; (g) to give or to agree to, on behalf of such Seller, any and all consents, waivers, amendments or modifications, deemed by the Sellers’ Representative, in his sole discretion, to be necessary or appropriate, under this Agreement, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith; (h) to enforce, on behalf of such Seller, any claim against Purchaser arising under this Agreement; (i) to engage attorneys, accountants and agents at the expense of the Sellers; and (j) to give such instructions and to take such action or refrain from taking such action, on behalf of such Seller, as the Sellers’ Representative deem, in his sole discretion, necessary or appropriate to carry out the provisions of this Agreement.
Sellers’ Representatives. In order to administer efficiently the rights and obligations of Sellers and the Equity Sellers under this Agreement, each Seller and Equity Seller hereby designates and appoints RSG as such Seller or Equity Seller’s representative (the “Sellers’ Representative”) to serve as Sellers and the Equity Sellers’ agent and attorney-in-fact for the limited purposes set forth in this Agreement and the Equity Purchase Agreements. Each Seller and Equity Seller hereby appoints the Sellers’ Representative as such Seller or Equity Seller’s agent, proxy and attorney-in-fact, with full power of substitution, for all purposes set forth in this Agreement, including the full power and authority on such Seller or Equity Seller’s behalf: (i) to consummate the transactions contemplated by this Agreement and the Equity Purchase Agreements; (ii) to disburse any funds received hereunder to Sellers and the Equity Sellers; (iii) to execute and deliver on behalf of each Seller and Equity Seller any amendment of or waiver under this Agreement, and to agree to resolution of all Claims hereunder; (iv) to retain legal counsel and other professional services, at the expense of Sellers and the Equity Sellers, in connection with the performance by the Sellers’ Representative of this Agreement including all actions taken on behalf of Sellers or the Equity Sellers as Indemnifying Party pursuant to Article IX; and (v) to do each and every act and exercise any and all rights which such Sellers and the Equity Sellers are permitted or required to do or exercise under this Agreement and the other agreements, documents and certificates executed in connection herewith. Each Seller and Equity Seller agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Sellers’ Representative and shall survive the bankruptcy or other incapacity of any Seller or Equity Seller. Each Seller and Equity Seller hereby agrees that any amendment or waiver under this Agreement, and any action taken on behalf of Sellers or the Equity Sellers to enforce the rights of Sellers and the Equity Sellers under this Agreement, and any action taken with respect to any claim subject to indemnification by any Seller or Equity Seller pursuant to Article IX (including any action taken to object to, defend, compromise or agree to the payment of such claim), shall be effective if approved in writing by the Sellers’ Representative, and that each and every action so taken shall be b...
