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. 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. 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 she shall at her entire discretion determine and, provided she 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 Buyers 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.
14.4 As between the Sellers, the Sellers' Representative shall not be required to expend any of her own money on or in relation to the matters referred to in this agreement and without prejudice to the generality of the foregoing may decline to take any steps to dispute any Claim or Tax Claim unless the Sellers' Representative has been indemnified and secured (if and to the extent she so requires, to her full satisfaction) in respect of the maximum amount of the expenses and other liabilities of any kind which she considers that she will or may incur in connection with or as a result of such proceedings and such indemnity and security shall be such as to ensure that the Sellers' Representative has immediate access to all such funds as she may require in order to meet all such expenses or other liabilities as they fall due provided always that the Sellers' Representative shall be obliged to bear her appropriate proportion of such expenses and liabilities.
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.
The Sellers’ Representative. (a) By executing and delivering this Agreement, each Seller irrevocably appoints, authorizes and constitutes Xxxxxxx X. Xxxxxxxx as agent, proxy and attorney-in-fact, with full power of substitution, to act on behalf of such Seller for all the purposes as specified herein (the “Sellers’ Representative”), including the full power and authority to act on such Seller’s behalf as provided in this Section 8.01. Each Seller, by executing and delivering this Agreement, further agrees that such agency, proxy and attorney-in-fact are coupled with an interest, are therefore irrevocable without the consent of the Sellers’ Representative, and shall be binding upon the successors, heirs, executors, administers and legal representatives of such Seller and shall not be affected by, and shall survive, the death, incapacity, bankruptcy, dissolution or liquidation of such Seller. After the Closing, all decisions, actions (or failures to act within a designated period of time), consents and instructions by, or notices and communication given or received by, the Sellers’ Representative that are within the scope of the Sellers’ Representative’s authority under this Section 8.01, shall be binding upon all of the Sellers, shall constitute a decision, action (or failure to act within a designated period of time), consent or instruction by, or notice or communication given or received by, all of the Sellers, and no Seller shall have the right to object to, dissent from, protest or otherwise contest any such decision, action (or failure to act within a designated period of time), consent, instruction, notice or communication. Buyer shall be entitled to rely on any decision, action (or failure to act within a designated period of time), consent or instruction of, or notice or communication given or received by, the Sellers’ Representative as being the decision, action (or failure to act within a designated period of time), consent or instruction of, or notice or communication given or received by, Sellers, and Buyer is hereby relieved from any Liability to any Person for acts done by Buyer in accordance with any such decision, act (or failure to act within a designated period of time), consent, instruction, notice or communication.
(b) The Sellers’ Representative shall have full power and authority to act on behalf of Sellers for all purposes under this Agreement and take any and all actions and make any decisions required or permitted to be taken by the Sellers’ Representative purs...
The Sellers’ Representative. 24.1 Any notice to be given under this Agreement to or by any of the following Sellers may be given to or by the Founders' Representative in accordance with clause 25: (i) Dx Xxxxxx Xxxxxxx-Furga, (ii) Dx Xxxxxxx Xxxxxxxx, (iii) Dx Xxxxxx Snijder, (iv) Dx Xxxxxxxx Xxxxx, (v) Dx Xxxxxx Xxxxxxx, (vi) Dx Xxxxxx Lanthaler, (vii) W.LAN Holding GmbH and (viii) Kxxxx Privatstiftung (such persons together the "Founders").
24.2 Any notice to be given under this Agreement to or by any of the following Sellers may be given to or by the Investors' Representative in accordance with clause 25: (i) PUSH Ventures GmbH & Co KG, (ii) 42CAP III GmbH & Co. KG, (iii) Air Street Capital I LP, (iv) Dx Xxxxxxxx Xxxxx and (v) Amino Collective I GmbH & Co. KG (such persons together the "Investors").
24.3 The Founders may notify the Parent that they have chosen a different Founder to be the Founders' Representative to replace the Founder then acting as such. Further, the Investors may notify the Parent that they have chosen a different Investor (or any representative of such Investor) to be the Investors' Representative to replace the person then acting as such. Any such notice shall, notwithstanding clause 24.1, be valid only if signed by (or on behalf of) each Founder (in case of a replacement of the Founders' Representative) or, as the case may be, each Investor (in case of a replacement of the Investors' Representative) and otherwise shall be given in accordance with clause 25. The change in identity of any of the Sellers' Representatives shall take effect five Business Days after notice of the change is received by the Parent or (if later) on the date (if any) specified in the notice. Until any such notice is received by the Parent, the Parent shall continue to be entitled to give notices to, and to rely on notices given (and other actions taken) by, the last Founders' Representative or Investors' Representative, as the case may be, of whom it had actual knowledge.
24.4 The Sellers agree that the Parent and the Buyer shall be entitled to (a) rely on notices given to and by (i) the Founders' Representatives under this Agreement as if given to and by each of the Founders (or the relevant Founder, as appropriate) or (ii) the Investors' Representative under this Agreement as if given to and by each of the Investors (or the relevant Investor, as appropriate and (b) to rely on the exercise by the Sellers' Representatives of any of the other rights and powers conferred on them by this...
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. 3.1.1 The Vendor appoints Xx. Xxxxxx Xxxxxx as its representative (the “Seller’s Representative”) and its true and lawful attorney in fact, with full power and authority in its name and on its behalf, to:
3.1.1.1 act in the absolute discretion of the Seller’s Representative with respect to all matters relating to this agreement, including the execution and delivery of any amendment, supplement, or modification of this agreement and any waiver of any claim or right arising out of this agreement; and
3.1.1.2 in general, 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, complete the transactions contemplated by this agreement including directing payment of, receiving payment of, and redistributing to the Vendor, any amount due or payable under this agreement.
3.1.1 This appointment and grant of power and authority is coupled with an interest and is irrevocable, and will not be terminated by the death or incapacity of the Vendor or by the occurrence of any other event.
3.1.2 Newco will be entitled to rely upon any document or other instrument delivered by the Seller’s Representative as being authorized the Vendor, and Newco will not be liable to the Vendor for any action taken or omitted to be taken by Newco based on that reliance.
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. 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.
