Common use of Appointment of Sellers’ Representative Clause in Contracts

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.