Common use of The Seller Representative Clause in Contracts

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 all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Seller Representative in such capacity. The Seller Representative may net the amount of any such expenses, disbursements and advances from the funds paid to it under Section 2.4 or Section 2.5 prior to distribution of such funds pursuant to Section 9.17. Once the Seller Representative determines, in its reasonable discretion, that it will not incur any additional expenses in its capacity as the Seller Representative, it shall transfer to the Rights Agent the remaining portion of the Seller Representative Fund, if any, without interest, to be distributed in accordance with the Purchase Price Adjustment Agreement. (c) The Seller Representative shall be entitled to indemnification against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Seller Representative (except for those arising out of the Seller Representative’s gross negligence, bad faith or willful misconduct) solely from the Seller Representative Fund, including the costs and expenses of investigation and defense of claims; provided, however, that the Seller Representative shall not be entitled to reimbursement from or entitled to indemnification against any such loss, liability or expenses by the Seller or any of its Affiliates or Subsidiaries or the Buyer or any of its Affiliates or Subsidiaries. Notwithstanding anything to the contrary herein, the Seller Representative shall not take any action under this Agreement without the prior written consent of Seller that would impose any continuing liability or obligation on Seller or any of its Affiliates or Subsidiaries.

The Seller Representative. (a) Each Seller hereby designates a constitutes and appoints Xxxxxxx X. Xxxxxxx as its representative and true and lawful agent and attorney-in-fact (in such capacity, the “Seller Representative”) with full power and authority in each of their names and on behalf of each of them: (i) to act on behalf of each of them in the absolute discretion of the Seller Representative, but only with respect to the following provisions of this Agreement, with the power to: (A) designate the account for payment of any payments to be made to such Seller pursuant to this Agreement; (B) act pursuant to Section 2.4 with respect to the purposes specified Estimated Net Assets and Closing Date Net Assets Calculation determinations and all other determinations related thereto; (C) execute and deliver any waiver, consent or amendment under or pursuant to this Agreement; (D) act, with specific direction from the Sellers, as applicable, in connection with any matter as to which the Sellers have or are alleged to have indemnity obligations, or as to which any Seller is or claims to be an Indemnified Party under Section 11; (E) act, give and receive notices pursuant to any provision of this Agreement; (F) execute, with specific direction from the Sellers, waivers on behalf of the Sellers as contemplated by Section 14.2; and (G) receive and accept such notices or correspondence, execute such other documents, and take such other actions as are provided herein to be received, accepted, executed or taken by the Seller Representative; and (ii) 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 provisions of this Section 2.4(e). (b) The foregoing 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 any Seller or by operation of Law or by the occurrence of any other event. By execution of the “Acceptance and Agreement of Seller Representative” attached hereto, Xxxxxxx X. Xxxxxxx accepts such appointment and grant. (c) Each Seller consents to the taking by the Seller Representative of any and all actions and the making by the Seller Representative of any decisions required or permitted to be taken or made by the Seller Representative pursuant to this Section 2.4(e), and agrees that each such action or decision shall bind such Seller. (d) Each Seller agrees that the Seller Representative shall have no obligation or liability to any Person for any action or omission taken or omitted by the Seller Representative in good faith hereunder. (e) The Buyer shall be entitled to conclusively rely, without any independent verification or inquiry, upon any document or notice delivered by the Seller Representative or upon any other action taken by the Seller Representative as (i) genuine and correct and (ii) having been duly signed or sent or taken by the Seller Representative. (f) Payments made to or as directed by the Seller Representative under Section 2.3(c), Section 2.6 or any other provision of this Agreement are sufficient and binding to the same extent as though such payments were made directly to the appropriate Seller. The Buyer shall not have any responsibility or liability for any further delivery or application of any such payment, it being agreed by the Sellers that, on the terms set forth herein, (i) any payment the Buyer is required to make hereunder to any Seller may be made to or as directed by the Seller Representative on behalf of such Seller, as the case may be, (ii) the Sellers shall determine among themselves the amount due to each Seller from each payment made to or as directed by the Seller Representative hereunder, and (iii) each Seller shall look solely to the Seller Representative for such Seller’s respective share of any payment made to or as directed by the Seller Representative hereunder. (g) The Seller Representative or any successor thereto may appoint a successor Seller Representative (the “Successor Seller Representative”). To be effective, such appointment must be (i) written, (ii) signed by the outgoing Seller hereby designates Rentech, Inc., a Colorado corporation, Representative or outgoing Successor Seller Representative as the initial Seller Representative. The Seller Representative may resign at any timehereunder, and a new seller representative may be designated (iii) indicate such appointment, (iv) signed by the previous Seller Representative; provided, however, that such Successor Seller Representative agrees in writing to indicate its acceptance of such appointment and its agreement to be bound by the terms of this Agreement and the Purchase Price Adjustment Agreement. The designation of any Person as hereof pertaining to the Seller Representative is Representative, and shall be coupled with (v) delivered to the Buyer. Upon such 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 appointment of any of Seller or the holders of common units of Seller. (b) The a Successor 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 such Successor Seller Representative shall have full power, authority will succeed to and discretion, after the Closing, (i) to negotiate, defend, settle, compromise and otherwise handle and resolve any and all claims and disputes become vested 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 termsrights, conditions powers, privileges 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 duties of the Seller Representative) shall be entitled to conclusively rely on , and the opinions and advice of such Persons. The predecessor Seller Representative shall be entitled to reimbursement solely discharged from funds paid to it under Section 2.4 or Section 2.5 or released from the Seller Representative Fund, for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Seller Representative in such capacity. The Seller Representative may net the amount of any such expenses, disbursements and advances from the funds paid to it under Section 2.4 or Section 2.5 prior to distribution of such funds pursuant to Section 9.17. Once the Seller Representative determines, in its reasonable discretion, that it will not incur any additional expenses in its capacity as the Seller Representative, it shall transfer to the Rights Agent the remaining portion of the Seller Representative Fund, if any, without interest, to be distributed in accordance with the Purchase Price Adjustment Agreement. (c) The Seller Representative shall be entitled to indemnification against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Seller Representative (except for those arising out of the predecessor Seller Representative’s gross negligence, bad faith or willful misconduct) solely from the Seller Representative Fund, including the costs duties and expenses of investigation and defense of claims; provided, however, that the Seller Representative shall not be entitled to reimbursement from or entitled to indemnification against any such loss, liability or expenses by the Seller or any of its Affiliates or Subsidiaries or the Buyer or any of its Affiliates or Subsidiaries. Notwithstanding anything to the contrary herein, the Seller Representative shall not take any action obligations under this Agreement without the prior written consent of Seller that would impose any continuing liability or obligation on Seller or any of its Affiliates or SubsidiariesAgreement.

The Seller Representative. (a) Seller hereby designates a representative to act 8.6.1 The Seller, on behalf of each of its officers, directors and shareholders, hereby authorizes, directs and appoints Xxxx X. Xxxxxxxx to act as sole and exclusive agent, attorney-in-fact and representative of its shareholders (the "Seller Representative"), and authorized and directs the Seller Representative to (i) take any and all actions (including without limitation executing and delivering any documents, incurring any costs and expenses for the purposes specified herein account of the Seller (which will constitute Micrel's Damages incurred or suffered by Micrel and Micrel Subsidiary within the meaning of Section 8.2 hereof) and making any and all determinations) which may be required or permitted by this Agreement, or the Escrow Agreement to be taken by the Seller or the Seller Representative, (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Seller Representative hereunder and under the Escrow Agreement in connection with the transactions contemplated hereby and thereby and (iii) exercise such rights, power and authority as are incidental to the foregoing. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Seller Representative consistent therewith, shall be absolutely and irrevocably binding on Seller and its shareholders (the “"Seller Indemnitors"), as if such party personally had taken such action, exercised such rights, power or authority or made such decision or determination in such party's individual capacity. Notwithstanding any other provision of this Agreement, if the Closing occurs, then with respect to the matters covered by Article 8, (x) each of the Seller Indemnitors irrevocably relinquishes such Seller Indemnitors' right to act independently and other than through the Seller Representative”). , except with respect to the removal of the Seller hereby designates RentechRepresentative or appointment of a successor Seller Representative as provided in Section 8.6(b) below, Inc.and (y) no Seller Indemnitors shall have any right under this Agreement or otherwise to institute any suit, a Colorado corporationaction or proceeding against the Company, as Micrel and Micrel Subsidiary or the initial Escrow Agent with respect to any such matter, any such right being irrevocably and exclusively delegated to the Seller Representative. The Seller Representative may resign at any timehereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the Seller Representative in accordance with the Agreement and the Escrow Agreement. 8.6.2 The Seller Representative shall serve as Seller Representative until his resignation, and a new seller representative may be designated by the previous Seller Representativeremoval from office, incapacity or death; provided, however, that such the Seller Representative shall not have the right to resign without (A) prior written notice to the Seller Indemnitors and (B) picking a successor reasonably satisfactory to Micrel to serve until a successor thereto is elected by the Seller Indemnitors. The Representative may be removed at any time and a successor representative, reasonably satisfactory to Micrel, may be appointed, pursuant to written action by Seller Indemnitors who, immediately prior to the Effective Time, held shares of Company Common Stock constituting 66 2/3% or more of all such shares then outstanding. Any successor to the Seller Representative shall, for purposes of this Agreement, and the Escrow Agreement, be deemed to be, from the time of the appointment thereof if in accordance with the terms hereof, the Seller Representative, and from and after such time, the term "Seller Representative" as used herein and therein shall be deemed to refer to such successor. No appointment of a successor shall be effective unless such successor agrees in writing to be bound by the terms of this Agreement and the Purchase Price Adjustment Escrow 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 foregoing8.6.3 Notwithstanding Section 8.4.3 hereof, the Seller Representative shall have full power, authority and discretion, after the Closing, (i) be permitted 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 retain counsel, experts consultants and other agents advisors and consultants as it shall deem necessary in connection with exercising its powers promptly notify Micrel 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 Micrel Subsidiary after retaining any such Personsperson. The Seller Representative shall be entitled to reimbursement solely from funds All expense reimbursements paid to it under Section 2.4 or Section 2.5 or released from the Seller Representative Fund, for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred received by the Seller Representative shall constitute Micrel's Damages incurred or suffered by Micrel within the meaning of Section 8.2 hereof. 8.6.4 The provisions of this Section 8.6 shall in such capacityno way impose any obligations on Seller (other than those set forth in Section 8.6.3 above). The In particular, notwithstanding any notice received by Micrel and Micrel Subsidiary to the contrary (except any notice for the appointment of a successor Seller Representative may net approved by the amount of any such expenses, disbursements Micrel and advances from the funds paid to it under Section 2.4 or Section 2.5 prior to distribution of such funds pursuant to Section 9.17. Once the Seller Representative determines, in its reasonable discretion, that it will not incur any additional expenses in its capacity as the Seller Representative, it shall transfer to the Rights Agent the remaining portion of the Seller Representative Fund, if any, without interest, to be distributed Micrel Subsidiary in accordance with the Purchase Price Adjustment AgreementSection 8.6. (c) The Seller Representative shall be entitled to indemnification against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Seller Representative (except for those arising out of the Seller Representative’s gross negligence, bad faith or willful misconduct) solely from the Seller Representative Fund, including the costs and expenses of investigation and defense of claims; provided, however, that the Seller Representative shall not be entitled to reimbursement from or entitled to indemnification against any such loss, liability or expenses by the Seller or any of its Affiliates or Subsidiaries or the Buyer or any of its Affiliates or Subsidiaries. Notwithstanding anything to the contrary herein, the Seller Representative shall not take any action under this Agreement without the prior written consent of Seller that would impose any continuing liability or obligation on Seller or any of its Affiliates or Subsidiaries.

The Seller Representative. (a) Each Seller hereby designates a representative to act on behalf of Seller for the purposes specified herein irrevocably constitutes and appoints Larry D. Williams (the “"SELLER REPRESENTATIVE") as such Seller's txxx xxx xxxxxx xxtorney-in-fact and agent and authorizes him acting for such Seller and in such Seller's name, place and stead, in any and all capacities to do and perform every act and thing required or permitted to be done in connection with the transactions contemplated by this Agreement and the other Transaction Documents contemplated hereby, as fully to all intents and purposes as such Seller might or could do in person, including without limitation resolution of any adjustment or proposed adjustment to the Purchase Price pursuant to Section 2.3 and resolution of any claim made by the Purchaser under Article X. Each Seller grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by the Transaction Documents, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that the Seller Representative may lawfully do or cause to be done by virtue hereof. Each Seller acknowledges and agrees that upon execution of this Agreement, upon any delivery by the Seller Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by the Seller Representative”). , such Seller hereby designates Rentech, Inc., a Colorado corporation, shall be bound by such documents as the initial fully as if such Seller Representativehad executed and delivered such documents. The Seller Representative may resign at any time, and a new seller representative may be designated by the previous Seller Representative; provided, however, acknowledges that such Seller Representative agrees in writing he shall cause all receipts obtained and/or disbursements required to be bound by paid on a pro rata basis (determined according to Relative Value) among the terms Sellers, except, as applicable, with regard to any amounts owed to the Purchaser due to the breach of this Agreement and the Purchase Price Adjustment Agreement. The designation of a representation made under Sections 4.2 or 4.4(b) on a several basis, in which case any Person as the Seller Representative is and amounts payable 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 solely attributed to the death, incapacity, illness, bankruptcy, dissolution or other inability to act of any of Seller or the holders of common units of breaching Seller. (b) The Upon the death, disability or incapacity of the initial 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 appointed pursuant to Section 2.4 13.1(a) above, each Seller acknowledges and Section 2.5 agrees that the Seller Representative's executor, guardian or legal representative, as the case may be, shall appoint a replacement reasonably believed by such Person as capable of this Agreement carrying out the duties and (ii) to take all actions necessary in performing the judgment obligations of the Seller Representative for the accomplishment hereunder within thirty (30) days of the foregoing such death, disability or incapacity. Each Seller agrees to pay, in proportion to such Seller's Relative Value, such Seller's share of any and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby. The costs incurred or payable by 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 under this Agreement or any of the Seller Representative) shall be entitled Transaction Agreements, including with regard 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 any costs covered under Section 2.4 or Section 2.5 or released from the Seller Representative Fund, for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Seller Representative in such capacity. The Seller Representative may net the amount of any such expenses, disbursements and advances from the funds paid to it under Section 2.4 or Section 2.5 prior to distribution of such funds pursuant to Section 9.17. Once the Seller Representative determines, in its reasonable discretion, that it will not incur any additional expenses in its capacity as the Seller Representative, it shall transfer to the Rights Agent the remaining portion of the Seller Representative Fund, if any, without interest, to be distributed in accordance with the Purchase Price Adjustment Agreement13.12. (c) The Each Seller Representative agrees that Purchaser shall be entitled to indemnification against rely on any loss, liability or expenses arising out of actions action taken or omitted to be taken in its capacity as by the Seller Representative (except for those arising out on behalf of the Sellers pursuant to Section 13.1(a) above (each, an "AUTHORIZED ACTION"), and that each Authorized Action shall be binding on each Seller Representative’s gross negligenceas fully as if such Seller had taken such Authorized Action. The Sellers agree to pay, bad faith or willful misconduct) solely from the Seller Representative Fundand to indemnify and hold harmless Purchaser, its Affiliates (including the costs Companies after the Closing), and expenses of investigation their respective officers, directors and defense of claims; provided, however, that the Seller Representative shall not be entitled to reimbursement representatives from or entitled to indemnification and against any such lossAdverse Consequences which they may suffer, liability sustain, or expenses become subject to, as the result of any claim by the any Seller that an Authorized Action is not binding on, or enforceable against, any of its Affiliates or Subsidiaries or the Buyer or any of its Affiliates or Subsidiaries. Notwithstanding anything to the contrary herein, the Seller Representative shall not take any action under this Agreement without the prior written consent of Seller that would impose any continuing liability or obligation on Seller or any of its Affiliates or SubsidiariesSellers.