Common use of Selling Parties Representative Clause in Contracts

Selling Parties Representative. (a) By virtue of their execution of this Agreement, the Seller and each Member designates and appoints Xxxxxx X. Xxxxxxxxxx (the “Selling Parties Representative”) as their agent and attorney-in-fact with full power and authority to act for and on behalf of each of them to give and receive notices and communications, to accept service of process on behalf of each of them pursuant to Section 9.4(f) and Section 10.12, to agree to, negotiate, enter into settlements and compromises of, and comply with Judgments of courts or other Governmental Authorities and awards of arbitrators, with respect to, any claims by any Purchaser Indemnified Party against the Seller or any Member or by the Seller or any Member against any Purchaser Indemnified Party, or any other dispute between any Purchaser Indemnified Party and the Seller or any Member, in each case relating to this Agreement or the transactions contemplated by this Agreement and to take all actions that are either (i) necessary or appropriate in the judgment of the Selling Parties Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Notices or communications to or from the Selling Parties Representative constitute notice to or from the Seller and each Member for all purposes under this Agreement. (b) The Selling Parties Representative may delegate its authority as Selling Parties Representative to any one of the Members for a fixed or indeterminate period of time upon not less than 10 business days’ prior written notice to the Purchaser in accordance with Section 10.2. In the event of the death or incapacity of the Selling Parties Representative, a successor Selling Parties Representative will be elected promptly by the Members who as of the Closing Date hold of record a majority of the Seller’s membership interests, and the Members will so notify the Purchaser. Each successor Selling Parties Representative has all of the power, authority, rights and privileges conferred by this Agreement upon the original Selling Parties Representative, and the term “Selling Parties Representative” as used in this Agreement includes any successor Selling Parties Representative. (c) A decision, act, consent or instruction of the Selling Parties Representative constitutes a decision of the Seller and all the Members and is final, binding and conclusive upon the Seller and the Members, and the Purchaser and any Indemnified Party may rely upon any such decision, act, consent or instruction of the Selling Parties Representative as being the decision, act, consent or instruction of the Seller and the Members. The Purchaser is hereby relieved from any Liability to any Person for any acts done or omissions by the Purchaser in accordance with such decision, act, consent or instruction of the Selling Parties Representative. Without limiting the generality of the foregoing, the Purchaser is entitled to rely, without inquiry, upon any document delivered by the Selling Parties Representative as being genuine and correct and having been duly signed or sent by the Selling Parties Representative. (d) The Selling Parties Representative will have no Liability to any Person for any act done or omitted under this Agreement as the Selling Parties Representative while acting in good faith and not in a manner constituting gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith. The Members will severally indemnify and hold harmless the Selling Parties Representative from and against any Losses the Selling Parties Representative may suffer as a result of any such action or omission. (e) The Selling Parties Representative will receive no compensation for services as the Selling Parties Representative. The Members will reimburse, on a pro rata basis in proportion to their collective interest in the Seller, the Selling Parties Representative for professional fees and expenses of any attorney, accountant or other advisors retained by the Selling Parties Representative and other reasonable out-of-pocket expenses incurred by the Selling Parties Representative in connection with the performance of the Selling Parties Representative’s duties under this Agreement. (f) This appointment and grant of power and authority by the Seller and the Members to the Selling Parties Representative pursuant to this Section 10.1 is coupled with an interest, is in consideration of the mutual covenants made in this Agreement, is irrevocable and may not be terminated by the act of the Seller or any Member or by operation of Law, whether upon the death or incapacity of any Member, or by the occurrence of any other event.

Selling Parties Representative. (a) By virtue of their execution of this Agreement, the each Seller and each Member designates and appoints Xxxxxx X. Xxxxxxxxxx Moldflow (the “"Selling Parties Representative”") as their its agent and attorney-in-fact with full power and authority to act for and on its behalf of each of them to give and receive notices and communications, and to accept service of process on behalf of each of them pursuant to Section 9.4(f7.4(f) and Section 10.129.14, to agree to, negotiate, enter into settlements and compromises of, and comply with Judgments of courts or other Governmental Authorities and awards of arbitrators, with respect to, any claims by any Purchaser Buyer Indemnified Party against the Seller or any Member or by the Seller or any Member against any Purchaser Buyer Indemnified Party, or any other dispute between any Purchaser Buyer Indemnified Party and the Seller or any MemberSeller, in each case relating to this Agreement or the transactions contemplated by this Agreement and to take all actions that are either (i) necessary or appropriate in the judgment of the Selling Parties Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Notices or communications to or from the Selling Parties Representative constitute notice to or from the Seller and each Member for all purposes under this Agreement. (b) The Selling Parties Representative may delegate its authority as Selling Parties Representative to any one of the Members Seller for a fixed or indeterminate period of time upon not less than 10 business days’ Business Days' prior written notice to the Purchaser Husky in accordance with Section 10.2. In the event of the death or incapacity of the Selling Parties Representative, a successor Selling Parties Representative will be elected promptly by the Members who as of the Closing Date hold of record a majority of the Seller’s membership interests, and the Members will so notify the Purchaser. Each successor Selling Parties Representative has all of the power, authority, rights and privileges conferred by this Agreement upon the original Selling Parties Representative, and the term “Selling Parties Representative” as used in this Agreement includes any successor Selling Parties Representative9.3. (c) A decision, act, consent or instruction of the Selling Parties Representative constitutes a decision of the Seller and all the Members and is final, binding and conclusive upon the Seller and the MembersSeller, and the Purchaser Buyer and any Indemnified Party may rely upon any such decision, act, consent or instruction of the Selling Parties Representative as being the decision, act, consent or instruction of the Seller and the MembersSeller. The Purchaser Buyer is hereby relieved from any Liability to any Person for any acts done or omissions by the Purchaser Buyer in accordance with such decision, act, consent or instruction of the Selling Parties Representative. Without limiting the generality of the foregoing, the Purchaser Buyer is entitled to rely, without inquiry, upon any document delivered by the Selling Parties Representative as being genuine and correct and having been duly signed or sent by the Selling Parties Representative. (d) The Selling Parties Representative will have no Liability to any Person for any act done or omitted under this Agreement as the Selling Parties Representative while acting in good faith and not in a manner constituting gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith. The Members will severally indemnify and hold harmless the Selling Parties Representative from and against any Losses the Selling Parties Representative may suffer as a result of any such action or omission. (e) The Selling Parties Representative will receive no compensation for services as the Selling Parties Representative. The Members will reimburse, on a pro rata basis in proportion to their collective interest in the Seller, the Selling Parties Representative for professional fees and expenses of any attorney, accountant or other advisors retained by the Selling Parties Representative and other reasonable out-of-pocket expenses incurred by the Selling Parties Representative in connection with the performance of the Selling Parties Representative’s duties under this Agreement. (f) This appointment and grant of power and authority by the Seller and the Members to the Selling Parties Representative pursuant to this Section 10.1 9.1 is coupled with an interest, is in consideration of the mutual covenants made in this Agreement, is irrevocable and may not be terminated by the act of the Seller or any Member or by operation of Law, whether upon the death or incapacity of any Member, or by the occurrence of any other event.

Selling Parties Representative. (a) By virtue of their execution of this Agreement, each of the Seller and each Member Shareholder designates and appoints Xxxxxx Pxxxx X. Xxxxxxxxxx Xxxx (the “Selling Parties Parties’ Representative”) as their its agent and attorney-in-fact with full power and authority to act for and on behalf of each of them to give and receive notices and communications, to accept service of process on behalf of each of them pursuant to Section 9.4(f) and Section 10.12, to agree to, negotiate, enter into settlements and compromises of, and comply with Judgments of courts or other Governmental Authorities and awards of arbitrators, with respect to, any claims by any Purchaser Indemnified Party against the Seller or any Member Shareholder or by the Seller or any Member Shareholder against any Purchaser Indemnified Party, or any other dispute between any Purchaser Indemnified Party and the Seller or any MemberShareholder, in each case relating to this Agreement or the transactions contemplated by this Agreement and to take all actions that are either (i) necessary or appropriate in the judgment of the Selling Parties Parties’ Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Notices or communications to or from the Selling Parties Parties’ Representative constitute notice to or from the Seller and each Member Shareholder for all purposes under this Agreement. (b) The Selling Parties Parties’ Representative may delegate its authority as Selling Parties Parties’ Representative to any one of the Members Shareholders for a fixed or indeterminate period of time upon not less than 10 business days’ prior written notice to the Purchaser in accordance with Section 10.2. In the event of the death or incapacity of the Selling Parties Parties’ Representative, a successor Selling Parties Parties’ Representative will be elected promptly by the Members Shareholders who as of the Closing Date hold of record a majority of the shares of the Seller’s membership interestscommon stock held by such Shareholders, and the Members Shareholders will so notify the Purchaser. Each successor Selling Parties Parties’ Representative has all of the power, authority, rights and privileges conferred by this Agreement upon the original Selling Parties Parties’ Representative, and the term “Selling Parties Parties’ Representative” as used in this Agreement includes any successor Selling Parties Parties’ Representative. (c) A decision, act, consent instruction or instruction Consent of the Selling Parties Parties’ Representative constitutes a decision decision, act, instruction or Consent of the Seller and all the Members Shareholders and is final, binding and conclusive upon the Seller and the MembersShareholders, and the Purchaser and any Indemnified Party may rely upon any such decision, act, consent instruction or instruction Consent of the Selling Parties Parties’ Representative as being the decision, act, consent instruction or instruction Consent of the Seller and the MembersShareholders. The Purchaser is hereby relieved from any Liability to any Person for any acts done or omissions by the Purchaser in accordance with such decision, act, consent instruction or instruction Consent of the Selling Parties Parties’ Representative. Without limiting the generality of the foregoing, the Purchaser is entitled to rely, without inquiry, upon any document delivered by the Selling Parties Parties’ Representative as being genuine and correct and having been duly signed or sent by the Selling Parties Parties’ Representative. (d) The Selling Parties Representative will have no Liability to any Person for any act done or omitted under this Agreement as the Selling Parties Representative while acting in good faith and not in a manner constituting gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith. The Members will severally indemnify and hold harmless the Selling Parties Representative from and against any Losses the Selling Parties Representative may suffer as a result of any such action or omission. (e) The Selling Parties Representative will receive no compensation for services as the Selling Parties Representative. The Members will reimburse, on a pro rata basis in proportion to their collective interest in the Seller, the Selling Parties Representative for professional fees and expenses of any attorney, accountant or other advisors retained by the Selling Parties Representative and other reasonable out-of-pocket expenses incurred by the Selling Parties Representative in connection with the performance of the Selling Parties Representative’s duties under this Agreement. (f) This appointment and grant of power and authority by the Seller and the Members Shareholders to the Selling Parties Parties’ Representative pursuant to this Section 10.1 is coupled with an interest, is in consideration of the mutual covenants made in this Agreement, is irrevocable and may not be terminated by the act of the Seller or any Member Shareholder or by operation of Law, whether upon the death or incapacity of any MemberShareholder, or by the occurrence of any other event.

Selling Parties Representative. (a) By virtue of their execution of this Agreement, the Seller and each Member designates Each shareholder hereby constitutes and appoints Xxxxxx Xxxxx X. Xxxxxxxxxx Xxxxxx, Xx. as their representative (the “Selling Parties Representative”) as and their agent true and attorney-in-fact lawful attorney in fact, with full power and authority to act for in each of their names and on behalf of each of them them: (1) to give and receive notices and communications, to accept service of process act on behalf of each of them pursuant to Section 9.4(f) and Section 10.12, to agree to, negotiate, enter into settlements and compromises of, and comply with Judgments in the absolute discretion of courts or other Governmental Authorities and awards of arbitrators, the Selling Parties’ Representative with respect toto all provisions of this Merger Agreement, including the power to act in connection with any claims by any Purchaser Indemnified Party against matter as to which each of the Seller Shareholders have obligations or any Member or by the Seller or any Member against any Purchaser Indemnified Party, or any other dispute between any Purchaser Indemnified Party and the Seller or any Member, in are indemnified under Article VIII hereof; (2) to act on behalf of each case relating to this Agreement or the transactions contemplated by this Agreement and to take all actions that are either (i) necessary or appropriate of them in the judgment absolute discretion of the Selling Parties Representative for the accomplishment with respect to all provisions of the foregoing Escrow Agreement, including the provision of any notices, instructions or directions to the Escrow Agent thereunder; and (ii3) specifically mandated in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the terms provisions of Article II, this Agreement. Notices Section 8.08, or communications to or from the Selling Parties Representative constitute notice to or from the Seller and each Member for all purposes under this AgreementSection 9.08. (b) The Selling Parties Representative may delegate its authority as Selling Parties Representative Any action, request, decision or resolution to any one of the Members for a fixed or indeterminate period of time upon not less than 10 business days’ prior written notice to the Purchaser in accordance with Section 10.2. In the event of the death or incapacity of the Selling Parties Representative, a successor Selling Parties Representative will be elected promptly made by the Members who as of the Closing Date hold of record a majority of the Seller’s membership interests, shareholders under this Merger Agreement and the Members will so notify the Purchaser. Each successor Selling Parties Representative has all of the power, authority, rights and privileges conferred by this Escrow Agreement upon the original Selling Parties Representative, and the term “Selling Parties Representative” as used in this Agreement includes any successor Selling Parties Representative. (c) A decision, act, consent or instruction of the Selling Parties Representative constitutes a decision of the Seller and all the Members and is final, binding and conclusive upon the Seller and the Members, and the Purchaser and any Indemnified Party may rely upon any such decision, act, consent or instruction of the Selling Parties Representative as being the decision, act, consent or instruction of the Seller and the Members. The Purchaser is hereby relieved from any Liability to any Person for any acts done or omissions by the Purchaser in accordance with such decision, act, consent or instruction of the Selling Parties Representative. Without limiting the generality of the foregoing, the Purchaser is entitled to rely, without inquiry, upon any document delivered by the Selling Parties Representative as being genuine and correct and having been duly signed or sent by the Selling Parties Representative. (d) The Selling Parties Representative will have no Liability to any Person for any act done or omitted under this Agreement as the Selling Parties Representative while acting in good faith and not in a manner constituting gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel will shall only be conclusive evidence of such good faith. The Members will severally indemnify and hold harmless the Selling Parties Representative from and against any Losses the Selling Parties Representative may suffer as a result of any such action or omission. (e) The Selling Parties Representative will receive no compensation for services as made through the Selling Parties Representative. The Members will reimburse, on a pro rata basis in proportion to their collective interest in the Seller, the Selling Parties Representative for professional fees and expenses of any attorney, accountant or other advisors retained may be replaced by the Selling Parties Representative and other reasonable out-of-pocket expenses incurred Shareholders at any time on five (5) days written notice to Buyer signed by the Selling Parties Representative in connection with the performance a majority of the Selling Parties Representative’s duties under this AgreementShareholders. Any such action, request, decision or resolution made by such representative shall be deemed to be the action, request, decision or resolution of the shareholders, individually and collectively. (fc) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made herein and is irrevocable and shall not be terminated by any act of either of the shareholders or by operation of law, whether by the Seller death or incapacity of any shareholder or by the occurrence of any other event. Each Shareholder hereby consents to the taking of any and all actions and the Members making of any decisions required or permitted to be taken or made by the Selling Parties Representative pursuant to this Section 10.1 is coupled with an interest, is in consideration 8.08. Each of the mutual covenants made in this Agreement, is irrevocable shareholders and may not be terminated Seller agree that the Selling Parties Representative shall have no obligation or liability to any Person for any action or omission taken or omitted by the act Selling Parties Representative in good faith hereunder, and each of the Seller shareholders shall, on a proportionate basis in accordance with his or her ownership interest in the Seller, indemnify and hold the Selling Parties Representative harmless from and against any Member and all loss, damage, expense or by operation of Law, whether upon liability (including reasonable counsel fees and expenses) which the death or incapacity Selling Parties Representative may sustain as a result of any Member, such action or omission by the occurrence of any other eventSelling Parties Representative hereunder.