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.
(b) From and after the Closing, the Company and the Sellers hereby authorize the Representatives (i) to take all action necessary in connection with the implementation of the Agreement on behalf of the Sellers or the settlement of any dispute, including, without limitation, with regard to matters pertaining to the indemnification provisions of this Agreement and the Escrow Agreement, (ii) to give and receive all notices required to be given under the Agreement and the Escrow Agreement and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Sellers by the terms of this Agreement and the Escrow Agreement.
(c) In the event that both Representatives die, become legally incapacitated or resign from such position, another individual designated by the Sellers, who shall be identified to Buyer as soon as practicable, shall fill such vacancy and shall be deemed to be the Representative for all purposes of this Agreement; provided, however, that no change in the Representative shall be effective until Buyer is given written notice of such change by the Sellers.
(d) All decisions and actions by the Representatives as provided in this Section 1.4 or under the Escrow Agreement shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same.
(e) By their execution and/or approval of this Agreement and the Acquisition, Company and the Sellers agree that:
(i) Buyer shall be able to rely conclusively on the instructions and decisions of the Representatives as to any actions required or permitted to be taken by the Sellers or the Representatives hereunder and under the Escrow Agreement, and no party hereunder shall have any cause of action against Buyer for any action taken by Buyer in reasonable reliance upon the instructions or decisions of the Representatives;
(ii) all actions, decisions and instructions of the Representatives shall be conclusive and binding upon all of the Sellers and n...
Sellers’ Representatives. Each Seller, EAR holder and UAR holder hereby authorizes, directs and appoints Tinicum and Cxxxx Capital, acting in concert, to act as sole and exclusive agent, attorney-in-fact and representative (the “Sellers’Representatives”) and authorizes and directs the Sellers’ Representatives to (i) take any and all actions (including, without limitation, making representations and warranties, executing and delivering any documents, incurring any costs and expenses on behalf of the Sellers, EAR holders and UAR holders, and making any and all determinations, including, without limitation, determinations with respect to the Working Capital adjustment) which may be required or permitted by this Agreement to be taken by the Sellers, EAR holders and UAR holders; (ii) exercise such other rights, power and authority, as are authorized, delegated and granted to the Sellers’ Representatives pursuant to this Agreement; (iii) exercise such rights, power and authority as are incidental to the foregoing; and (iv) enter into Contribution Agreements (as defined in Section 5.10 hereof) and exercise such rights, power and authority as are authorized, delegated and granted to the Sellers’ Representatives pursuant to the Contribution Agreements. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Sellers’ Representatives consistent therewith, shall be absolutely and irrevocably binding on each Seller, EAR holder and UAR holder as if such Persons personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Seller’s capacity. Each Seller, EAR holder and UAR holder hereby releases and forever discharges Sellers’ Representatives of (i) any liability resulting from any and all actions of the Sellers’ Representatives, other than liability resulting from Sellers’ Representatives willful misconduct, and (ii) any other obligations of whatever kind, known or unknown, arising from or related to actions taken by Sellers’ Representatives on behalf of such Seller, EAR holder or UAR holder pursuant to this Agreement. Notwithstanding anything to the contrary in this Section 10.6, nothing in this Section 10.6 shall obligate Tinicum or Cxxxx Capital to act, collectively or individually, as sole and exclusive agent, attorney-in-fact and representative on behalf of the Sellers, EAR and UAR holders. In the event that Tinicum or Cxxxx Capital chooses not to act as Sellers’ Representativ...
Sellers’ Representatives. Each Company Securityholder hereby appoints, authorizes and empowers Xxxx Xxxxxxx and Genesis Partners II LDC, acting together (such persons and any successor or successors to such persons in such capacity being the “Sellers’ Representatives”), to act as representatives and as the exclusive agents and attorneys in fact of such Company Securityholder, and the Sellers’ Representatives are hereby authorized and empowered to act on behalf of such Company Securityholder, to execute the Escrow Agreement on behalf of such Company Securityholder and to take any and all actions required or permitted to be taken by the Sellers’ Representatives under this Agreement or the Escrow Agreement, with respect to any claims made by the Purchaser or the Sellers for indemnification pursuant to this Article IX of this Agreement and with respect to any actions to be taken by the Sellers’ Representatives pursuant to the terms of the Escrow Agreement, including, without limitation, to: (i) execute the Escrow Agreement on behalf of such Company Securityholder; (ii) execute any agreement or instrument required to be executed and delivered by the Sellers’ Representative under this Agreement or the Escrow Agreement, (iii) authorize delivery to any Purchaser Indemnified Parties of the Indemnity Escrow Fund, or any portion thereof, in satisfaction of indemnification claims under this Article IX, (iv) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such indemnification claims, (v) resolve any indemnification claims under this Article IX, and (vi) take all actions necessary in the sole discretion of the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement or the Escrow Agreement. The Sellers’ Representatives shall at all times act in their capacity as Sellers’Representatives in a manner that the Sellers’ Representatives believe in good faith to be in the best interests of the Company Securityholders. Neither the Sellers’Representatives nor any of their directors, officers, employees or agents shall be liable to any Person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Sellers’ Representatives may in their discretion consult with legal counsel, independent publ...
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 Buyer’s Representative by Seller, 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. Seller’s Representatives are the individuals involved in supervising Seller’s ownership, operation, and maintenance of the Properties, have knowledge of the operation and maintenance of the Properties and have reviewed the representations of Seller set forth in, and the schedules and exhibits referenced in, this Section 9.1.
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. 18.1 Subject to Clause 18.4, each Seller irrevocably appoints the Sellers' Representatives (acting unanimously) as his agents:
18.1.1 to negotiate and agree and/or deal with the determination of the Deferred Consideration and the Purchase Price Statement;
18.1.2 to negotiate, compromise, agree and settle any dispute with the Buyer on his behalf; and
18.1.3 to take all actions and exercise all rights in relation to the Retention; and
18.1.4 without prejudice to clauses 18.1.1 to 18.1.3, to act on his behalf in relation to any matter which this agreement expressly provides to be agreed or done by the Sellers' Representatives.
18.2 Without prejudice to clause 18.1, each Seller irrevocably agrees that any notice, consent or agreement, election, demand or other action to be given, made or taken by such Seller (whether individually or with others) under or in connection with this agreement (including any amendment or variation of the terms of this agreement), may be given, made or taken on his behalf by the Sellers' Representatives provided that the Sellers' Representatives shall not have authority under this clause 18.2 to agree to any amendment to this agreement on behalf of a Seller unless (i) the amendment is immaterial or (ii) the amendment has been approved by a Seller Majority.
18.3 Each Seller irrevocably:
18.3.1 (subject to clause 18.4) undertakes to the Buyer that the Sellers' Representatives have and shall retain the authority to bind him in relation to the matters referred to in Clauses 18.1 and 18.2 (Relevant Matters);
18.3.2 agrees that the Buyer shall be entitled to rely on any motive or communication in writing provided by the Sellers' Representatives in relation to any Relevant Matter as binding on him; and
18.3.3 agrees that any notice or communication in writing by the Sellers' Representatives to the Buyer in relation to any Relevant Matter shall be deemed (unless the context requires otherwise) to be provided by the Sellers' Representatives as agent for all of the Sellers.
18.4 If, for any reason, a Sellers' Representative resigns (by notice in writing served on the Sellers and the Buyer) or ceases to be able to act for the purposes of this Clause 18 or no longer has a postal address in the United Kingdom, the Sellers shall immediately:
18.4.1 (subject to this Clause 18.4.1) irrevocably appoint a substitute Sellers' Representative with a postal address in the United Kingdom; and
18.4.2 notify the Buyer of the name, relevant contact (where app...
Sellers’ Representatives. As of any date, the Chief Executive Officer, the Senior Vice President of Operations and the Chief Financial Officer of Ultra Resources.
Sellers’ Representatives. 55 /TABLE LIST OF SCHEDULES 1 Description of the Land 2 Excluded Property 3 Existing Mortgages 4 Permitted Encumbrances 5 Rent Rolls 7 Environmental Disclosure 8 Intangible Property 9 Licenses 10 Certain New Leases 11 Trash Disposal Contracts 12 Title Insurance Endorsements 13 Existing Mortgage Documents 14 REAs LIST OF EXHIBITS B Lease Assignment C Contract and License Assignment D Intangible Property Assignment E Bill of Sale F Notice to Tenants G Tenanx Xxtoppel Certificate H Landlord Estoppel Certificate I Sellers' FIRPTA Affidavit J Bradlee's Note K Certificate Regarding Representations and Warranties L Broker Receipt M Property Manager Release N Form of Press Release O Media Play Lease Terms P REA Estoppel TABLE OF DEFINED TERMS The following capitalized terms are defined in the respective Section of the Agreement identified below: "A & A Agreements" - as such term is defined in Section 9(d) hereof.
Sellers’ Representatives. The Sellers hereby designate E. Davidson Hardman, Jr. as their representative (the "Rexxxxxxxxxxxe") xx xeceive notices on their behalf as contemplated by Section 17 of this Agreement, to bind the Sellers with respect to any agreements between any such Seller and the Purchaser, to approve amendments to this Agreement and to render decisions and furnish information as may be required of the Sellers pursuant to this Agreement and the Purchaser shall have no obligation to inquire into the authority of the Representative with respect to any actions taken by the Representative with respect to this Agreement on behalf of the Sellers.
