Appointment of Sellers’ Representative Sample Clauses
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Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints the Sellers’ Representative, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for him, her or it and in his, her or its name, place, and stead to sign, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required to be executed by such Seller pursuant to this Agreement or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all that the Sellers’ Representative may do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellatio...
Appointment of Sellers’ Representative. Each of the Sellers, by execution and delivery of this Agreement, hereby consents and agrees to the appointment, effective as of the date hereof, of Oakridge Consulting as the Sellers’ Representative for purposes of this Agreement and the Escrow Agreement. The Sellers’ Representative will act as agent for the Sellers to receive or pay adjustments to the Net Purchase Price contemplated by Section 2.3, and will otherwise act from time to time on behalf of and in substitution for, the Sellers under this Agreement generally or in any instance in which the Sellers are permitted or required to act under this Agreement. Unless the authority of the Sellers’ Representative shall be confined or specifically limited in this Agreement, the authority of the Sellers’ Representative shall be deemed unlimited. The designation of the Sellers’ Representative shall be deemed to constitute the appointment of the Sellers’ Representative as the true and lawful agent and attorney-in-fact of each of the Sellers. The Sellers’ Representative shall be entitled to settle or approve any settlement for any claim for Losses which is to be paid from the Indemnity Holdback. The Buyer shall have no responsibility to the Sellers for the actions of the Sellers’ Representative in receiving, holding, or disbursing any cash or other property as agent for the Sellers and shall be entitled to rely exclusively upon the apparent authority of the Sellers’ Representative (or any substitute appointed in accordance herewith) until such authority or the designation of such Sellers’ Representative is revoked by action of the Sellers holding not less than two-thirds of the Shares as of the Closing Date.
Appointment of Sellers’ Representative. (a) Seller hereby designates, appoints and authorizes any two members of Seller's management board ("SELLER'S REPRESENTATIVE") to serve as Seller's exclusive representative and attorney-in-fact to make any and all decisions, grant or withhold any and all consents and waivers, give or accept any and all instructions and notices, and take any and all other actions as are contemplated to be taken by or on behalf of Seller by the terms of this Agreement or any Transaction Document.
(b) Any decision or act of Seller's Representative will constitute a decision or act of Seller, and will be final, binding and conclusive upon Seller. Parent and Purchaser may conclusively rely upon any decision or act of Seller's Representative as being the decision or act of Seller and Seller will not have the right to object, dissent, protest or otherwise contest the same.
Appointment of Sellers’ Representative. Each of the Sellers hereby appoints ▇▇▇▇▇ ▇. ▇▇▇▇ (the "Sellers' Representative") with full power and authority to act as the agent of such Seller in connection with the provisions of this Agreement and to perform all acts required thereunder, including, but not limited to, making all decisions relating to the exercise of the Option pursuant to Section 1.2 hereof or the resolution and settlement of any disputes under Section 1.2 hereof relating to the determination of Additional Consideration thereunder, including, without limitation, receiving and delivering all notices, giving all approvals and waivers, entering into all amendments and exercising all rights of Sellers thereunder. If the Sellers' Representative shall die, become totally incapacitated, shall otherwise be unable to perform his or her duties or shall resign from such position, the Sellers who represent a majority percentage of the Shares sold on the Closing Date pursuant to Section 1.1 hereof shall appoint a new Sellers' Representative to fill such vacancy and written notice of such action shall be given to the Purchaser and all Sellers. All decisions and actions of the Sellers' Representative shall be binding upon all of the Sellers and no Seller shall have the right to object, dissent from, protest or otherwise contest the same. The Purchaser shall be permitted to rely upon any written instrument or document executed on behalf of the Sellers' Representative.
Appointment of Sellers’ Representative. The Sellers hereby appoint and authorize Seller 3 as their legal representative (the "Sellers' Representative")
Appointment of Sellers’ Representative. Sellers hereby appoint Jame▇ ▇. ▇▇▇▇ ▇▇ act as the representative of each of them in taking any action permitted or required to be taken by Sellers in connection with the performance of this Agreement. Buyer may conclusively rely on any actions taken by Jame▇ ▇. ▇▇▇▇ ▇▇ constituting the actions of all Sellers in connection with the performance of this Agreement, and Buyer shall not be liable for, and no claim or cause of action shall be asserted against Buyer for, the errors, acts, or omissions of Jame▇ ▇. ▇▇▇▇ ▇▇▇h respect to Sellers or this Agreement.
Appointment of Sellers’ Representative. Pursuant to the Member Written Consent, the Sellers’ Representative (including its successors and assigns) is appointed, authorized and empowered to be the exclusive proxy, representative, agent and attorney-in-fact of each of the Members, with full power of substitution, to give and receive notices and communications, to take any and all action on behalf of the Members pursuant to this Agreement, including but not limited to asserting, prosecuting or settling any claim against the Buyer or Buyer Sub, defending or settling any claim validly asserted by the Buyer or Buyer Sub, and otherwise to act and execute, deliver and receive all documents, instruments and consents on behalf of such Members at any time after the date hereof, in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement, and in connection with the activities to be performed by or on behalf of such Members under this Agreement. By executing this Agreement, the Sellers’ Representative accepts such appointment, authority and power. Notwithstanding anything in this Article IX to the contrary, the Sellers’ Representative shall not be authorized in its capacity as the Sellers’ Representative to take any action that treats a Member in its capacity as such different from other Members or increases the liability of any Member without the consent of such Member. For the avoidance of doubt, the Sellers’ Representative shall have no authority to act on behalf of the Members under any agreement or document other than pursuant to the terms of this Agreement.
Appointment of Sellers’ Representative. Each Seller hereby irrevocably appoints TFM as the sole and exclusive agent, proxy and attorney-in-fact for such Seller for all purposes of this Agreement, with full and exclusive power and authority to act on such Seller’s behalf (the “Seller’s Representative”). The appointment of the Sellers’ Representative hereunder is coupled with an interest, shall be irrevocable and shall not be affected by the death, incapacity, insolvency, bankruptcy, illness or other inability to act of any Seller. Each Seller may, by notice pursuant to Section II.8, designate any other entity to act as the Sellers’ Representative under this Agreement.
Appointment of Sellers’ Representative. Each Seller hereby irrevocably authorizes and appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Sellers’ Representative”) as such Seller’s representative and attorney-in-fact to act in the capacity contemplated by this Agreement. If the Sellers’ Representative or any successor shall resign, die or become unable to act as Sellers’ Representative, a replacement shall be promptly appointed by a writing signed by Sellers who hold a majority of the Shares being sold hereby, which replacement shall thereafter be the Sellers’ Representative with the same powers and duties as the previous Sellers’ Representative. Sellers’ Representative shall not be liable to any Seller or any other person for anything which he may do or refrain from doing in connection with this Agreement except in the event of fraud, or willful misconduct by Sellers’ Representative. In connection with the exercise of his duties, Sellers’ Representative will be entitled to consult with and rely upon legal counsel and other professional advisors, with the costs thereof to be allocated among the Sellers, and Sellers’ Representative will have no liability hereunder for actions taken in good faith reliance upon the advice of such advisors.
Appointment of Sellers’ Representative. Sellers hereby irrevocably appoint Gre▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ act as their sole and exclusive representative (the "Sellers' Representative") to make all decisions and determinations on behalf of the Sellers under this Agreement and under the Escrow Agreement that the Sellers' Representative may deem necessary or appropriate. The Sellers' Representative shall have all of the rights, power, authority and exculpation from liability set forth in Section 9 of the Escrow Agreement, the provisions of which are incorporated herein. The Sellers specifically authorize the Sellers' Representative to execute the Escrow Agreement and hereby approve all of the terms thereof.