The Seller Representative Clause Samples

The Seller Representative. (a) Seller hereby designates a representative to act on behalf of Seller for the purposes specified herein (the “Seller Representative”). Seller hereby designates Rentech, Inc., a Colorado corporation, as the initial Seller Representative. The Seller Representative may resign at any time, and a new seller representative may be designated by the previous Seller Representative; provided, however, that such Seller Representative agrees in writing to be bound by the terms of this Agreement and the Purchase Price Adjustment Agreement. The designation of any Person as the Seller Representative is and shall be coupled with an interest, and, except as set forth in this Section 9.16, such designation is irrevocable and shall not be affected by the death, incapacity, illness, bankruptcy, dissolution or other inability to act of any of Seller or the holders of common units of Seller. (b) The Seller Representative shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement. Without limiting the generality of the foregoing, the Seller Representative shall have full power, authority and discretion, after the Closing, (i) to negotiate, defend, settle, compromise and otherwise handle and resolve any and all claims and disputes with Buyer arising out of or in respect of this Agreement, including, without limitation, claims and disputes pursuant to Section 2.4 and Section 2.5 of this Agreement and (ii) to take all actions necessary in the judgment of the Seller Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby. The Seller Representative shall have no liability to Buyer or the Company with respect to actions taken or omitted to be taken in its capacity as the Seller Representative. The Seller Representative shall, at its expense (subject to reimbursement as set forth in the following sentence), be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and (in the absence of bad faith on the part of the Seller Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Seller Representative shall be entitled to reimbursement solely from funds paid to it under Section 2.4 or Section 2.5 or released from the Seller Representative Fund, for ...

The Seller Representative. By virtue of the approval of this Agreement and the Merger by the Company's Board of Directors and approval of this Agreement by the Holders pursuant to the Company's Certificate of Incorporation and Bylaws and the applicable provisions of the Delaware Law, each of the Holders shall be deemed to have agreed that:

The Seller Representative. (a) Effective as of the Closing, each Securityholder, by virtue of his, her or its approval of this Agreement and/or acceptance of any consideration under this Agreement, irrevocably nominates, constitutes and appoints the Seller Representative to act as agent, agent for service of process and true and lawful attorney-in-fact of such Securityholder, with full power of substitution, to act in the name, place and stead of such Securityholder with respect to this Agreement, the Escrow Agreement or any other Transaction Document (other than any employment agreement or advisory agreement) and the transactions contemplated hereby and thereby and the taking by the Seller Representative of any and all actions (whether prior to, contemporaneously with, or after such nomination, constitution and appointment) and the making of any decisions required or permitted to be taken or made by the Seller Representative under this Agreement, the Escrow Agreement or any other Transaction Document (other than any employment agreement or advisory agreement) or any of the transactions contemplated hereby or thereby, including the exercise of the power to execute, deliver, acknowledge, certify and file (in the name of any or all of the Securityholders or otherwise) any and all documents and to take any and all actions that the Seller Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, including the power to act on behalf of any Securityholder in any dispute, litigation or arbitration involving this Agreement, the Escrow Agreement or any other Transaction Document (other than any employment agreement or advisory agreement) and the transactions contemplated hereby and thereby, the power to receive on behalf of, and to distribute (after payment of any unpaid expenses chargeable to the Securityholders in connection with the transactions contemplated by this Agreement and the Transaction Documents), all amounts payable to such Securityholders under the terms of this Agreement, the Escrow Agreement or any other Transaction Document (other than any employment agreement or advisory agreement) and the power to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as it shall deem necessary or prudent in connection with the administration of the foregoing. The Seller Representative ▇▇▇▇▇▇ accepts its appointment as the Seller Representative. (b) All notices deli...

The Seller Representative