Common use of Appointment; Authorization Clause in Contracts

Appointment; Authorization. The Stockholders, Company, Buyer and MergerCo each hereby acknowledges and agrees that ▇▇▇▇ ▇▇▇▇▇▇ shall have full, sole and exclusive power and authority to take all actions which he believes are necessary or appropriate under this Agreement and any other Transaction Agreement (whether on behalf of himself and/or any of the Stockholders), including without limitation: (i) giving and receiving any notices, documents and instructions permitted or required under this Agreement or any other Transaction Agreement; (ii) receiving and accepting legal process in connection with any suit or Proceeding arising under this Agreement or any other Transaction Agreement; (iii) interpreting all of the terms and provisions of this Agreement or any other Transaction Agreement; (iv) authorizing payments to be made with respect to this Agreement and any other Transaction Agreement; (v) bringing claims with respect to, or waiving, any inaccuracies in the representation and warranties of Buyer and MergerCo contained in this Agreement or any other Transaction Agreement; (vi) taking all other actions specified in or contemplated by this Agreement or any other Transaction Agreement; and (vii) engaging counsel, accountants or other representatives in connection with any of the foregoing matters. Without limiting the generality of the foregoing, the Investors’ Representative shall have the full, sole and exclusive power and authority on behalf of itself and the Stockholders, to consent to any amendment hereof or any other Transaction Agreement. The Company, Buyer and MergerCo hereby agree to, and shall cause their respective directors, officers, employees and representatives to, correspond exclusively with the Investors’ Representative on any and all matters related to this Agreement, any other Transaction Agreement or any and all transactions contemplated hereby and thereby. Any decision and/or action taken by the Investors’ Representative pursuant to the authority granted herein shall be effective and absolutely binding upon all of the Stockholders and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same.

Appointment; Authorization. The Stockholders, Company, Buyer Each Lender hereby irrevocably designates and MergerCo each hereby acknowledges and agrees that ▇▇▇▇ ▇▇▇▇▇▇ shall have full, sole and exclusive power and authority to take all actions which he believes are necessary or appropriate appoints Chase as the Agent of such Lender under this Agreement and any other Transaction Agreement (whether on behalf of himself and/or any each of the Stockholders)other Credit Documents, including without limitation: and each such Lender irrevocably authorizes (ia) giving and receiving any noticesChase, documents and instructions permitted or required as the Agent for such Lender, to take such action on its behalf under this Agreement or any other Transaction Agreement; (ii) receiving and accepting legal process in connection with any suit or Proceeding arising under this Agreement or any other Transaction Agreement; (iii) interpreting all of the terms and provisions of this Agreement or any and each of the other Transaction Agreement; (iv) authorizing payments Credit Documents and to be made with respect exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto and (b) Chase, in its capacity as Issuing Lender, to issue the Letters of Credit, subject to the terms and conditions hereof, to pay the amount of any other Transaction draft presented under any Letter of Credit upon presentation of documents which, upon their face, conform to the terms of such Letter of Credit, to create Acceptances, to receive from the Borrower reimbursement for the amount of each draft paid under each Letter of Credit and each Acceptance and payment of all commissions, charges and interest in respect of the Letters of Credit and the Acceptances, and to take such action on behalf of such Lender under this Agreement; (v) bringing claims , the Letter of Credit Documents and the Acceptance Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Issuing Lender by the terms hereof and thereof, together with respect tosuch powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Agent nor the Issuing Lender shall have any duties or responsibilities, except those expressly set forth herein, or waivingany fiduciary relationship with any Lender, any inaccuracies in the representation and warranties of Buyer and MergerCo contained in no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any the other Transaction Agreement; (vi) taking all other actions specified in or contemplated by this Agreement or any other Transaction Agreement; and (vii) engaging counsel, accountants or other representatives in connection with any of the foregoing matters. Without limiting the generality of the foregoing, the Investors’ Representative shall have the full, sole and exclusive power and authority on behalf of itself and the Stockholders, to consent to any amendment hereof or any other Transaction Agreement. The Company, Buyer and MergerCo hereby agree to, and shall cause their respective directors, officers, employees and representatives to, correspond exclusively with the Investors’ Representative on any and all matters related to this Agreement, any other Transaction Agreement or any and all transactions contemplated hereby and thereby. Any decision and/or action taken by the Investors’ Representative pursuant to the authority granted herein shall be effective and absolutely binding upon all of the Stockholders and no Stockholder shall have the right to object, dissent, protest Credit Documents or otherwise contest exist against the sameAgent or the Issuing Lender.

Appointment; Authorization. The Stockholders, Company, Buyer (a) Each of the First Lien Administrative Agent (for itself and MergerCo on behalf of each First Lien Lender Party) and each First Lien Commodity Hedge Counterparty hereby acknowledges irrevocably designates and agrees that ▇▇▇▇ ▇▇▇▇▇▇ shall have full, sole and exclusive power and authority to take all actions which he believes are necessary or appropriate appoints CLMG as First Lien Collateral Agent under this Agreement and any the other Transaction Agreement (whether on behalf of himself and/or First Lien Documents. If any of the Stockholders)Loan Parties proposes to grant any Second Lien on the Collateral to secure its obligations under a Permitted Commodity Hedge and Power Sale Agreement, including without limitation: (i) giving and receiving any noticesthe proposed initial Second Lien Secured Parties, documents and instructions permitted or required in consultation with the Borrower, shall appoint a collateral agent as Second Lien Collateral Agent under this Agreement or any and the other Transaction Agreement; (ii) receiving Second Lien Documents pursuant to a written instrument signed by such Second Lien Collateral Agent and accepting legal process acknowledged by the First Lien Collateral Agent and the Borrower, in connection with any suit or Proceeding arising under this Agreement or any other Transaction Agreement; (iii) interpreting which such Second Lien Collateral Agent accepts its appointment and agrees to be bound by all of the terms and provisions conditions of this Agreement or any other Transaction Agreement; and the Second Lien Documents applicable to the Second Lien Collateral Agent. Upon execution of such instrument the Second Lien Collateral Agent shall become a party hereto in its capacity as Second Lien Collateral Agent. (ivb) authorizing payments to be made with respect to this Agreement and any other Transaction Agreement; (v) bringing claims with respect to, or waiving, any inaccuracies in the representation and warranties of Buyer and MergerCo contained in this Agreement or any other Transaction Agreement; (vi) taking all other actions specified in or contemplated by this Agreement or any other Transaction Agreement; and (vii) engaging counsel, accountants or other representatives in connection with any Each of the foregoing matters. Without limiting the generality of the foregoing, the Investors’ Representative shall have the full, sole and exclusive power and authority First Lien Administrative Agent (on behalf of itself and each First Lien Lender Party), each First Lien Commodity Hedge Counterparty and each Second Lien Secured Party irrevocably authorize the StockholdersFirst Lien Collateral Agent and, upon the appointment of any such Agent, the Second Lien Collateral Agent, as applicable, to consent (i) execute, deliver and perform the obligations, if any, of the First Lien Collateral Agent or Second Lien Collateral Agent, as applicable, under this Agreement and each other Financing Document and (ii) take such action on its behalf under the provisions of this Agreement and the other Financing Documents and to exercise such powers and perform such duties as are expressly delegated to such Collateral Agent by the terms of this Agreement and the other Financing Documents, together with such other powers as are reasonably incidental thereto. As to any amendment hereof matters not expressly provided for in the Financing Documents (including, without limitation, enforcement or collection of the obligations of the Secured Parties), no Collateral Agent shall be required to exercise any other Transaction Agreement. The Companydiscretion or take any action but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of (subject to Section 9.4) (A) prior to the Discharge of First Lien Obligations, Buyer the Required First Lien Secured Parties and MergerCo hereby agree to(B) after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, the Required Second Lien Secured Parties, and such instructions shall cause their respective directorsbe binding upon all First Lien Secured Parties and Second Lien Secured Parties, officersas applicable; provided, employees however, that no Agent shall be required to take any action that exposes such Agent to personal liability or that is contrary to this Agreement or applicable law. (c) In furtherance of the foregoing, each of the First Lien Administrative Agent (for itself and representatives toon behalf of each First Lien Lender Party), correspond exclusively with each First Lien Commodity Hedge Counterparty and each Second Lien Secured Party hereby appoints and authorizes the Investors’ Representative on First Lien Collateral Agent or the Second Lien Collateral Agent, as applicable, to act as its agent for purposes of acquiring, holding and enforcing any and all matters related to this Agreement, any other Transaction Agreement or any and all transactions contemplated hereby and thereby. Any decision and/or action taken Liens on Collateral granted by the Investors’ Representative pursuant to the authority granted herein shall be effective and absolutely binding upon all of the Stockholders and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same.any

Appointment; Authorization. The StockholdersPursuant to this Agreement, Companyeffective as of the Signing Date, Buyer each of the Sellers hereby appoints Shareholder Representative as such Seller’s true and MergerCo lawful agent and attorney-in-fact to represent such Seller for all purposes of each of this Agreement, including taking any and all actions as Shareholder Representative under this Agreement, and the Escrow Agreement, including taking any and all actions as Shareholder Representative under the Escrow Agreement, and Shareholder Representative hereby acknowledges and agrees that ▇▇▇▇ ▇▇▇▇▇▇ shall have fullaccepts such appointment. Without limiting the generality of the foregoing, sole and exclusive power and authority each Seller hereby authorizes Shareholder Representative to take the following actions and all other actions which he believes are necessary as Shareholder Representative shall, in Shareholder Representative’s sole discretion, deem appropriate in connection therewith: (i) receive all notices or appropriate under documents given or to be given to such Seller by Buyer or any of its Affiliates pursuant to this Agreement or the Escrow Agreement in connection herewith or therewith and any other Transaction Agreement (whether to receive and accept service of legal process on behalf of himself and/or any of the Stockholders), including without limitation: (i) giving and receiving any notices, documents and instructions permitted or required under this Agreement or any other Transaction Agreement; (ii) receiving and accepting legal process such Seller in connection with any suit or Proceeding damages arising under or relating to this Agreement or the Escrow Agreement; (ii) (A) deliver to Buyer at Closing, as applicable, all certificates and documents to be delivered to Buyer by such Seller pursuant to this Agreement, together with any other Transaction certificates and documents executed by such Seller and deposited with Shareholder Representative for such purpose, and (B) deliver to the Escrow Agent all notices, certificates and documents required by the Escrow Agent or required to be delivered pursuant to the Escrow Agreement; ; (iii) interpreting engage counsel, and such accountants and other Representatives for such Seller and incur such other expenses on behalf of such Seller in connection with this Agreement or the Escrow Agreement as Shareholder Representative may, in each case and in Shareholder Representative’s sole discretion, deem appropriate; (iv) interpret any and all of the terms and provisions of this Agreement or any other Transaction the Escrow Agreement; (iv) authorizing payments to be made with respect to this Agreement and any other Transaction Agreement; ; (v) bringing claims with respect to, or waiving, any inaccuracies in the representation and warranties of Buyer and MergerCo contained in this Agreement or any other Transaction Agreement; (vi) taking all other actions specified in or contemplated by this Agreement or any other Transaction Agreement; and (vii) engaging counsel, accountants or other representatives in connection with any of the foregoing matters. Without limiting the generality of the foregoing, the Investors’ Representative shall have the full, sole and exclusive power and authority on behalf of itself and the Stockholders, to consent to any amendment hereof or waiver of any other Transaction of the terms or provisions this Agreement or the Escrow Agreement. The Company; (vi) receive all documents or certificates and make all determinations on behalf of such Seller as required under this Agreement and receive all notices, documents, Escrow Funds (as defined in the Escrow Agreement) or certificates and make all determinations on behalf of such Seller as required under the Escrow Agreement; and (vii) defend, compromise and settle any claims (A) for which indemnification is sought from or by Sellers and Buyer and MergerCo hereby agree to, and shall cause their respective directors, officers, employees and representatives to, correspond exclusively with the Investors’ Representative on any and all matters related pursuant to this Agreement, any other Transaction Agreement and (B) for which Escrow Funds are sought from or any and all transactions contemplated hereby and thereby. Any decision and/or action taken by the Investors’ Buyer or Shareholder Representative pursuant to the authority granted herein shall be effective and absolutely binding upon all of the Stockholders and no Stockholder shall have the right to object, dissent, protest or otherwise contest the sameEscrow Agreement.

Appointment; Authorization. The Stockholders(i) Each Purchaser hereby irrevocably appoints, Company, Buyer designates and MergerCo each hereby acknowledges and agrees that ▇▇▇▇ ▇▇▇▇▇▇ shall have full, sole and exclusive power and authority authorizes Agent to take all actions which he believes are necessary or appropriate such action on its behalf under the provisions of this Agreement and any each other Transaction Agreement (whether on behalf of himself and/or any of the Stockholders), including without limitation: (i) giving Investment Document and receiving any notices, documents to exercise such powers and instructions permitted or required under this Agreement or any other Transaction Agreement; (ii) receiving and accepting legal process in connection with any suit or Proceeding arising under this Agreement or any other Transaction Agreement; (iii) interpreting all of perform such duties as are expressly delegated to it by the terms and provisions of this Agreement or any other Transaction Agreement; Investment Document, together with such powers as are reasonably incidental thereto and (ivii) authorizing payments each Secured Party hereby irrevocably appoints, designates and authorizes Collateral Agent to be made act as its collateral agent and representative for and on its behalf, and on behalf of the Indemnified Parties, with respect to all Collateral matters and under the Collateral Agency Agreement and the Collateral Documents. Each Purchaser and each Secured Party hereby grants to Agent and Collateral Agent all such powers and authority as are necessary, desirable or appropriate to carry out the functions and duties delegated or assigned to Agent and/or Collateral Agent hereunder and thereunder, including to take all actions as may be necessary, appropriate or desirable in the sole judgment of Agent and/or Collateral Agent to accomplish any of the foregoing (including the authority to release Collateral from the Liens created under the Collateral Documents (including the Collateral Agency Agreement) and the other Investment Documents under the circumstances specifically provided herein and therein). Notwithstanding any provision to the contrary contained elsewhere in this Agreement and or in any other Transaction Agreement; Investment Document, Agent and Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall (vi) bringing claims Agent have or be deemed to have any fiduciary relationship with respect toany Purchaser or (ii) Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or waiving, any inaccuracies in the representation and warranties of Buyer and MergerCo contained in liabilities shall be read into this Agreement or any other Transaction Agreement; (vi) taking all other actions specified in or contemplated by this Agreement or any other Transaction Agreement; and (vii) engaging counsel, accountants or other representatives in connection with any of the foregoing matters. Without limiting the generality of the foregoing, the Investors’ Representative shall have the full, sole and exclusive power and authority on behalf of itself and the Stockholders, to consent to any amendment hereof or any other Transaction Agreement. The Company, Buyer and MergerCo hereby agree to, and shall cause their respective directors, officers, employees and representatives to, correspond exclusively with the Investors’ Representative on any and all matters related to this Agreement, any other Transaction Agreement or any and all transactions contemplated hereby and thereby. Any decision and/or action taken by the Investors’ Representative pursuant to the authority granted herein shall be effective and absolutely binding upon all of the Stockholders and no Stockholder shall have the right to object, dissent, protest Investment Document or otherwise contest the sameexist against Agent or Collateral Agent.

Appointment; Authorization. The Stockholders, Company, Buyer Each Lender hereby irrevocably designates and MergerCo each hereby acknowledges and agrees that ▇▇▇▇ ▇▇▇▇▇▇ shall have full, sole and exclusive power and authority to take all actions which he believes are necessary or appropriate appoints Chase as the Agent of such Lender under this Agreement and any other Transaction Agreement (whether on behalf of himself and/or any each of the Stockholders)other Credit Documents, including without limitation: and each such Lender irrevocably authorizes (ia) giving and receiving any noticesChase, documents and instructions permitted or required as the Agent for such Lender, to take such action on its behalf under this Agreement or any other Transaction Agreement; (ii) receiving and accepting legal process in connection with any suit or Proceeding arising under this Agreement or any other Transaction Agreement; (iii) interpreting all of the terms and provisions of this Agreement or any and each of the other Transaction Agreement; (iv) authorizing payments Credit Documents and to be made with respect exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto and (b) Chase, in its capacity as Issuing Lender, to issue the Letters of Credit, subject to the terms and conditions hereof, to pay the amount of any other Transaction draft presented under any Letter of Credit upon presentation of documents which, upon their face, conform to the terms of such Letter of Credit, to create Acceptances, to receive from the Company reimbursement for the amount of each draft paid under each Letter of Credit and each Acceptance and payment of all commissions, charges and interest in respect of the Letters of Credit and the Acceptances, and to take such action on behalf of such Lender under this Agreement; (v) bringing claims , the Letter of Credit Documents and the Acceptance Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Issuing Lender by the terms hereof and thereof, together with respect tosuch powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Agent nor the Issuing Lender shall have any duties or responsibilities, except those expressly set forth herein, or waivingany fiduciary relationship with any Lender, any inaccuracies in the representation and warranties of Buyer and MergerCo contained in no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any the other Transaction Agreement; (vi) taking all other actions specified in or contemplated by this Agreement or any other Transaction Agreement; and (vii) engaging counsel, accountants or other representatives in connection with any of the foregoing matters. Without limiting the generality of the foregoing, the Investors’ Representative shall have the full, sole and exclusive power and authority on behalf of itself and the Stockholders, to consent to any amendment hereof or any other Transaction Agreement. The Company, Buyer and MergerCo hereby agree to, and shall cause their respective directors, officers, employees and representatives to, correspond exclusively with the Investors’ Representative on any and all matters related to this Agreement, any other Transaction Agreement or any and all transactions contemplated hereby and thereby. Any decision and/or action taken by the Investors’ Representative pursuant to the authority granted herein shall be effective and absolutely binding upon all of the Stockholders and no Stockholder shall have the right to object, dissent, protest Credit Documents or otherwise contest exist against the sameAgent or the Issuing Lender.

Appointment; Authorization. The Stockholders, Company, Buyer In order to administer efficiently the defense or settlement of any dispute pursuant to Article 3 or any Parent Claim for which indemnification to any Parent Indemnified Party may be required pursuant to Article 9 and MergerCo each hereby acknowledges and agrees that ▇▇▇▇ ▇▇▇▇▇▇ shall have full, sole and exclusive power and authority to take all actions which he believes are necessary or appropriate administer efficiently the notice provisions under this Agreement, the Payments Administration Agreement and any the Escrow Agreement, within 15 Business Days following the Option Exercise Date, the Company shall nominate and appoint Shareholder Representative Services LLC, a Colorado limited liability company, or such other Transaction Agreement (whether on behalf of himself and/or any person as is reasonably acceptable to Parent, as the “Stockholder Representative” and deliver to Parent a signed joinder of the StockholdersStockholder Representative agreeing to the terms and conditions applicable to the Stockholder Representative set forth in this Agreement. All Company Holders, by voting in favor of the adoption of this Agreement, the approval of the principal terms of the Option, the approval of the principal terms of the Merger, and the consummation of the Merger, participation in the Merger or acceptance of any portion of the Total Merger Consideration pursuant to this Agreement, irrevocably nominate and appoint, and, in each Company Holder’s Letter of Transmittal shall expressly and irrevocably nominate and appoint the Stockholder Representative as their exclusive agent, attorney-in-fact and representative (with full power of substitution), including without limitationwith the right to: (i) giving and receiving any noticestake all action necessary, documents and instructions desirable or expressly permitted or required under this Agreement or any other Transaction Agreement; (ii) receiving and accepting legal process in connection with any suit or Proceeding arising under this Agreement or any other Transaction Agreement; (iii) interpreting all of the terms and provisions of this Agreement or any other Transaction Agreement; (iv) authorizing payments to be made with respect to this Agreement and any other Transaction Agreement; (v) bringing claims with respect to, or waiving, any inaccuracies in the representation and warranties of Buyer and MergerCo contained in this Agreement or any other Transaction Agreement; (vi) taking all other actions specified in or contemplated by this Agreement or any other Transaction AgreementDocument; (ii) without limiting the foregoing, take all action in connection with the defense, prosecution or settlement of any dispute pursuant to Article 3 or any Claim pursuant to Article 9; (iii) give and receive all notices required or permitted to be given under this Agreement or the other Transaction Documents; (iv) contract with organizational stockholder representative vendors to perform the duties and responsibilities of the Stockholder Representative hereunder; and (viiv) engaging counsel, accountants take all actions necessary or other representatives appropriate in connection with any the good faith judgment of the foregoing matters. Without limiting Stockholder Representative for the generality accomplishment of the foregoing, . By the Investors’ Representative shall have the full, sole and exclusive power and authority on behalf Stockholder Representative’s execution of itself and the Stockholders, to consent to any amendment hereof or any other Transaction Agreement. The Company, Buyer and MergerCo hereby agree to, and shall cause their respective directors, officers, employees and representatives to, correspond exclusively with the Investors’ Representative on any and all matters related to this Agreement, any other Transaction Agreement or any and all transactions contemplated the Stockholder Representative hereby and thereby. Any decision and/or action taken by the Investors’ Representative pursuant to the authority granted herein shall be effective and absolutely binding upon all of the Stockholders and no Stockholder shall have the right to object, dissent, protest or otherwise contest the sameaccepts such appointment.