The Sellers’ Representative Sample Clauses

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”). (b) The Sellers irrevocably grant to the Sellers’ Representative full authority to execute, deliver, acknowledge, certify and file on behalf of the Sellers (in the name of such Seller or otherwise) any and all documents that the Sellers’ Representative may, in Sellers’ Representative’s sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as Sellers’ Representative may, in the Sellers’ Representative’s sole discretion, determine to be appropriate, in performing the Sellers’ Representative’s duties as contemplated by Section 11.14(a), including without limitation: (i) to execute and deliver, on behalf of such Seller, and to accept delivery of, on behalf of such Seller, all such documents as may be deemed by the Sellers’ Representative, in his sole discretion, to be appropriate to consummate or relating to the transactions contemplated by this Agreement or the Escrow Agreement; (ii) to endorse and to deliver on behalf of such Seller, irrevocable stock powers representing the Company Stock; (iii) to: (X) dispute or refrain from disputing, on behalf of such Seller, any claim made by the Buyer or any other Person under or relating to this Agreement or the transactions contemplated hereby; (Y) negotiate and compromise, on behalf of such Seller, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement; and (...

The Sellers’ Representative. 12.1 Any notice, consent, or other communication required under this Agreement to be given to or by the Sellers, or any of them, may be given to or by the Sellers’ Representative in accordance with clause 13. 12.2 The Sellers agree that the Buyer shall be entitled to rely on notices, consents or other communications given to and by the Sellers’ Representative under this Agreement as if given to and by each of the Sellers (or the relevant Seller(s), as appropriate) and shall be entitled to rely on the exercise by the Sellers’ Representative of any of the other rights and powers conferred on the Sellers’ Representative by this Agreement irrespective of whether the exercise of any of those rights or powers in a particular way, or at all, is consented to or not by any Seller. Subject to the ability of the Sellers to replace the Sellers’ Representative in accordance with clause 12.5, the appointment of the Sellers’ Representative (and any such replacement) shall be irrevocable as between the Buyer and the Sellers and conclusively binding on each Seller in favour of the Buyer. 12.3 The Sellers may notify the Buyer that they have chosen a different Seller to be the Sellers’ Representative to replace the Seller then acting as such. Any such notice shall (notwithstanding clause 12.1) be valid only if: 12.3.1 the address under clause 13 of the Seller chosen to act as such is an address in England and Wales; 12.3.2 the notice is signed by (or on behalf of) each Seller; and 12.3.3 the notice is otherwise given in accordance with clause 13. The change in identity of the Sellers’ Representative shall take effect on the fifth Business Day after the day on which notice of the change is actually received by the Buyer or (if later) on the date (if any) specified in the notice as the date on which the change is to take place. Until any such notice is actually received by the Buyer and takes effect, the Buyer shall continue to be entitled to give notices, consents or other communications to, and to rely on notices, consents or other communications given (and other actions taken) by, the last Sellers’ Representative of whom it had actual knowledge. 12.4 If the Sellers’ Representative dies or is incapable of continuing to act as such, and no replacement has been appointed under this clause 12: 12.4.1 any notice required to be given by the Sellers’ Representative or the Sellers (or any of them) shall be given by each of the Sellers (or by the relevant Seller(s) as the case may b...

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. ‌ 10.2.1. The Seller Representative and their details are stated in Item 11 of Schedule A1 - Panel Appointment Details. 10.2.2. The Seller Representative will represent the Seller and is the Seller’s primary contact under this Panel Agreement. 10.2.3. The Seller Representative must maintain an active account on the Online Portal. 10.2.4. DTA will send all notices to the Seller Representative.

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. 14.2 Delivery of any notice, document or payment required to be made to the Sellers or any of them pursuant to this Agreement may be made to the Sellers' Representative whose receipt for such delivery or payment shall be an absolute discharge of the party making the same who shall not be concerned as to the destination of such delivery or the application of such payment (as the case may be). 14.3 The Sellers authorise the Sellers' Representative to act in the way contemplated by this Agreement and to take such decisions as he shall at his entire discretion determine and, provided he or it acts in good faith, the Sellers' Representative shall have, and accepts, no liability to any of the Sellers or to any other person other than the Buyer in connection with or as a result of anything which the Sellers' Representative does, refrains from doing or neglects or omits to do in connection with any matter relating to the Agreement.

The Sellers’ Representative. (a) By approving this Agreement and the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed each of the Persons comprising the Sellers’ Representative as such Seller’s representative and attorney-in-fact to act on behalf of such Seller with respect to this Agreement and to take any and all actions and make any decisions required or permitted to be taken by the Sellers’ Representative pursuant to this Agreement, including the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle the matters described in ARTICLE II; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by the Sellers pursuant to ARTICLE X; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to ARTICLE X;

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. 10.2.1. The Seller Representative is stated in Item 9 of Part B – Panel Appointment Details.

The Sellers’ Representative. 22.1. Any notice to be given under this Agreement to or by any Seller may be given to or by the Sellers’ Representative in accordance with clause 23. 22.2. The Sellers may notify the Buyer that they have chosen a different person to be the Sellers’ Representative to replace the then acting Sellers’ Representative. Any such notice shall, notwithstanding clause 22.1, be valid only if signed by (or on behalf of) each Seller and otherwise shall be given in accordance with clause 23. The change in identity of the Sellers’ Representative shall take effect immediately after notice of the change is received by the Buyer or (if later) on the date (if any) specified in the notice. Until any such notice is received by the Buyer, the Buyer shall continue to be entitled to give notices to, and to rely on notices given (and other actions taken) by, the last Sellers’ Representative of whom it had actual knowledge. 22.3. The Sellers agree that the Buyer shall be entitled to rely on notices given to and by the Sellers’ Representative under this Agreement as if given to and by each of the Sellers (or the relevant Seller, as appropriate) and shall be entitled to rely on the exercise by the Sellers’ Representative of any of the other rights and powers conferred on him by this Agreement irrespective of whether the exercise of any of those rights or powers in a particular way, or at all, is consented to or not by any Seller. The appointment of the Sellers’ Representative shall be conclusively binding on each Seller in favour of the Buyer.

The Sellers’ Representative. Xxxxxxx X. Xxxxxxx is hereby designated by each of the Sellers to serve as the representative of the Sellers and each optionholder of the Company ("Sellers' Representative") with respect to all matters related to or arising from the Escrow Agreement. Any successor representative shall be a person reasonably acceptable to Purchaser. The duties and obligations of the Sellers' Representative shall be determined solely by the express provisions of the Escrow Agreement and the Sellers' Representatives Agreement executed in connection therewith.