Common use of Appointment of the Representative Clause in Contracts

Appointment of the Representative. Each Seller hereby irrevocably appoints the Representative as the sole agent of the Sellers to act on behalf of such Person regarding any matter relating to or arising under this Agreement and the transactions contemplated by this Agreement, including for the purposes of: (i) receiving any payments due from the Buyer that are required under the terms of this Agreement to be paid to the Sellers and, where applicable, distributing such payments to the Sellers, pro rata based on their respective Purchase Price Percentages; (ii) taking any action on behalf of the Sellers, any individual Seller that may be necessary and desirable, as determined by the Representative in its sole discretion, in connection with the indemnification provisions set forth in Article VIII or Article XII, the amendment of this Agreement in accordance with Section 13.2 and the waiver of any provision of this Agreement in accordance with Section 13.5; (iii) taking any action on behalf of the Sellers, any individual Seller that may be necessary and desirable, as determined by the Representative in its sole discretion, in connection with negotiating or entering into settlements, resolutions and compromises with respect to the adjustments or payments contemplated by

Appointment of the Representative. Each Seller hereby irrevocably appoints the Representative as the sole agent of the Sellers to act on behalf of such Person Seller regarding any matter relating to or arising under this Agreement the Transaction Documents and the transactions contemplated by this AgreementContemplated Transactions, including for the purposes of: (i) receiving any payments due from the Buyer that are required under the terms of this Agreement any Transaction Document to be paid to the Sellers or NewCos and, where applicable, distributing such payments to the SellersNewCos, pro rata based on in accordance with their respective Purchase Price Percentagesinterests therein; (ii) taking any action on behalf of the Sellers, Sellers or any individual Seller that may be necessary and or desirable, as determined by the Representative in its sole discretion, in connection with the indemnification provisions set forth in Article VIII or Article XII, XI and the amendment of this Agreement in accordance with Section 13.2 and the waiver of 12.2 or any provision of this Agreement other Transaction Document in accordance with Section 13.5its terms; (iii) taking any action on behalf of the Sellers, Sellers or any individual Seller that may be necessary and or desirable, as determined by the Representative in its sole discretion, in connection with negotiating or entering into settlements, resolutions and compromises with respect to the adjustments or payments contemplated by