The Sellers’ Representative. 14.1 Any consent, agreement, direction or waiver given or made by the Sellers' Representative for the purpose of this Agreement shall be binding upon all of the Sellers.
The Sellers’ Representative. (a) Each of the Sellers does hereby irrevocably make, constitute and appoint the Sellers’ Representative as his, her or its agent, to act in his or her or its name, place and stead, as such Seller’s attorney-in-fact, to (i) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement, the Escrow Agreement and the other Transaction Documents (including in the name of, or on behalf of, such Seller), (ii) make all elections or decisions entered into in connection with this Agreement, the Escrow Agreement and the other Transaction Documents, (iii) if applicable hereunder, hold such Seller’s Company Securities and transfer such Seller’s Company Securities to Buyer on the Closing Date, (iv) act on such Seller’s behalf in connection with all obligations and agreements of the Sellers under the Seller Transaction Documents and the Escrow Agreement, (v) amend, waive or make other change the terms or conditions of this Agreement, the Escrow Agreement or any other Transaction Document on behalf of such Seller, (vi) defend, settle and make payments to the Buyer Indemnified Parties on behalf of such Seller in connection with any claim for indemnification made by any Buyer Indemnified Party pursuant to Section 12 and the Escrow Agreement, and to initiate and prosecute any claim for indemnification made by or on behalf of such Seller pursuant to Section 12, (vii) if applicable hereunder, receive any payments of the MG Consideration or the Non-MG Consideration or other amounts due to such Seller under this Agreement, the Escrow Agreement or the other Seller Transaction Documents, (viii) give and receive on behalf of Sellers any and all notices from or to any Seller or Sellers under the Transaction Documents, (ix) incorporate corporations, organize partnerships, organize limited liability companies on behalf of the Sellers and take all actions in connection therewith, and (x) otherwise exercise all rights of such Sellers and otherwise act on behalf of such Seller under this Agreement, the Escrow Agreement and the other Transaction Documents and in connection with any of the transactions contemplated by such Agreements and the Transaction Documents, in each case as if such Seller had personally done such act, and the Sellers’ Representative hereby accepts such appointment, provided, however, that this shall not authorize or empower the Sellers’ Representative to do or cause to be done any of the foregoing (a) in a manner that improperly ...
The Sellers’ Representative. (a) The Sellers hereby irrevocably nominate, constitute and appoint HSSR LLC as the Sellers’ Representative and as the agent and true and lawful attorney-in-fact of Sellers individually and jointly, with full power of substitution and appointment of a successor, to act in the name, place and stead of the Sellers for purposes of executing any documents and taking any actions that the Sellers’ Representative may, in the Sellers’ Representative’s sole discretion, determine to be necessary, desirable or appropriate in all matters relating to or arising out of this Agreement or Escrow Agreement, including, without limitation, in connection with (i) the Working Capital Adjustment pursuant to Section 1.3, (ii) any Tax matters as described in ARTICLE 9, (iii) the Adjustment Escrow Account, the Indemnity Escrow Account and the Regulatory Permit Escrow Account, (iv) the amount of the Aggregate Contingent Payment, or (v) any claim for indemnification, compensation or reimbursement under this Agreement (collectively, the “Representative Matters”).
The Sellers’ Representative. Each of the Contingent Payment Recipients hereby authorizes and directs the Sellers’ Representative to take any and all action on behalf of all of the Contingent Payment Recipients under this Agreement. As the representative of the Contingent Payment Recipients, the Sellers’ Representative shall act as the agent for the Contingent Payment Recipients and shall have authority to bind each such Contingent Payment Recipient in accordance with the terms and conditions of this Agreement. The Purchasers and the Company may rely on such appointment and authority until receipt of notice of the appointment of a successor to the Sellers’ Representative upon ten (10) days prior written notice to the Purchasers.
The Sellers’ Representative. (a) Each Covenantor hereby irrevocably constitutes and appoints the Sellers Representative as his, her or its true and lawful representative, agent, proxy and attorney-in-fact, to serve as the representative of such Covenantor for all purposes authorized under this Agreement and all of the other agreements and instruments contemplated hereby, including the full power on behalf of such Covenantor with respect to (i) giving and receiving communications and notices on behalf of such Covenantor, (ii) making, executing, acknowledging and delivering all such other contracts, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, doing any and all things and taking any and all action that the Sellers Representative may consider necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and all of the other agreements and instruments contemplated hereby, (iii) any claims in connection with this Agreement and all of the other agreements and instruments contemplated hereby against such Covenantor, including any indemnification claims, (iv) as further provided in this Section 8.15, and (v) as may otherwise be provided in this Agreement and all of the other agreements and instruments contemplated hereby. (b) Without limiting the generality of the foregoing, each Covenantor hereby specifically authorizes the Sellers Representative to perform all of the following acts and exercise all of the following powers for such Covenantor and in his, her or its name, place and stead: (i) To initiate, prosecute, defend and otherwise represent such Covenantor in any mediation, arbitration or judicial proceeding (whether as plaintiff or defendant) arising under or relating in any manner to any of this Agreement and all of the other agreements and instruments contemplated hereby or the subject matter thereof, and, in connection therewith, to apply for and obtain any injunctions and appeals, give any requisite security and sign any necessary bonds; (ii) To settle and compromise on behalf of such Covenantor, any claim, dispute or proceeding relating to this Agreement or any agreement or instrument contemplated hereby; (iii) To engage attorneys, certified public accountants and other professionals and experts in connection with the prosecution or defense of any claim, or in connection with the Sellers Representative’s exercise of any of th...
The Sellers’ Representative. (a) Each Seller constitutes and appoints Xxxxxxx as representative (the “Sellers’ Representative”) and its true and lawful attorney in fact, with full power and authority in its name and on its behalf:
The Sellers’ Representative. (a) Subject to Section 12.15(e), the Holdings Seller will act as the “Sellers’ Representative” for all purposes under this Agreement. (b) The Sellers’ Representative is hereby appointed with effect as of the date of this Agreement and without any further action on behalf of any Seller and shall have the authority, for and on behalf of Sellers to act as the representative, agent and attorney-in-fact for each Seller and to take such actions and exercise such discretion as is required of the Sellers’ Representative pursuant to the terms of this Agreement and the Ancillary Documents, and any such actions shall be binding on each such Seller and shall include the following: (i) to give and accept communications and notices on behalf of such Seller; (ii) to defend, negotiate, agree to, enter into settlements and compromises of, and comply with Orders and awards of courts with respect to, claims against such Seller (including claims for indemnification under any Ancillary Documents), and to authorize payments to be made with respect thereto; (iii) to defend, negotiate, agree to, enter
The Sellers’ Representative. Each Seller hereby irrevocably makes, constitutes and appoints Ridgewood Energy Corporation as its agent and representative for all purposes under this Agreement. Each Seller hereby authorizes the Sellers’ Representative, on its behalf and in its name, to (a) receive and accept all payments (with discharging effect for the Buyer vis-à-vis all Sellers), notices or documents given or delivered or to be given or delivered to such Seller pursuant hereto or in connection herewith and to receive and accept service of legal process in connection with any suit or proceeding arising under this Agreement, a copy of which the Sellers’ Representative shall promptly forward to such Seller; (b) deliver at the Closing all certificates and documents required to be delivered to Buyer hereunder; (c) upon confirmation of the receipt of wire transfer to the account designated by the Sellers’ Representative, forward such Seller’s portion of such Purchase Price to such Seller; and (d) take such action on behalf of each Seller as the Sellers’ Representative may deem necessary, advisable or appropriate to consummate this Agreement and the transactions contemplated hereby.
The Sellers’ Representative. (i) The Sellers’ Representative shall have the authority to act as the agent for, and to bind and/or execute any documents as attorney-in-fact for, any and all Sellers in connection with this Agreement and each Ancillary Agreement to which the Sellers’ Representative is a party. Such authority shall include the sole and exclusive authority to (A) assert, pursue, defend against, contest, and settle claims for indemnification hereunder, (B) exercise any other rights and remedies that may be available to any Seller hereunder, (C) defend against, contest, and settle the assertion of any other rights or remedies by the Buyer hereunder, and (D) execute and deliver amendments, consent, and waivers to and under this Agreement and each such Ancillary Agreement. Each Seller shall retain the authority to act on his or its own behalf with respect to matter not covered by the preceding sentence and not otherwise expressly required or permitted to be taken solely by the Sellers’ Representative.
The Sellers’ Representative. (i) The Sellers’ Representative shall have the authority to act as the agent for, and to bind and/or execute any documents as attorney-in-fact for, any and all Sellers in connection with this Agreement and each Ancillary Agreement. Such authority shall include the sole and exclusive authority to (A) assert, pursue, defend against, contest, and settle claims for indemnification hereunder, (B) exercise any other rights and remedies that may be available to any Seller hereunder, (C) defend against, contest, and settle the assertion of any other rights or remedies by the Buyer hereunder, and (D) execute and deliver amendments, consent, and waivers to and under this Agreement and each Ancillary Agreement. Each Seller shall retain the authority to act on its own behalf with respect to matter not covered by the preceding sentence and not otherwise expressly required or permitted to be taken solely by the Sellers’ Representative.
