Common use of Sellers’ Representative Clause in Contracts

Sellers’ Representative. (a) Sellers hereby irrevocably nominate, constitute and appoint Sellers’ Representative as the agent, agent for service of process and true and lawful attorney-in-fact of each Seller, individually, and all Sellers, collectively, with full power of substitution, to act in the name, place and stead of any Seller with respect to any matter under this Agreement or the Escrow Agreement, including the exercise of the power to (i) execute, deliver, acknowledge, certify and file (in the name of Sellers, any Seller or otherwise) any documents or consents and otherwise take any actions, and make or receive any payments or disbursements, that Sellers’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, on behalf of Sellers, in connection with any matter contemplated in Section 2.4, Section 7.3, Section 7.4, Article VIII, Section 9.3 or Section 9.8 (including negotiating, entering into compromises or settlements of and resolving any dispute or litigation with respect to any such matters); and (ii) receive the Closing Payment on behalf of the Sellers pursuant to Section 2.3(a) along with any other payments or distributions due to the Sellers pursuant to this Agreement, and (iii) give and receive notices and communications under this Agreement or the Escrow Agreement. Sellers’ Representative hereby accepts its appointment as Sellers’ Representative. The power of attorney granted in this Section 9.12 is coupled with an interest and irrevocable, may be delegated by Sellers’ Representative and shall survive the death, incapacity, dissolution or liquidation of each Seller.

Sellers’ Representative. (a) Sellers Xxxxxx Xxxxxxxxxx is hereby irrevocably nominatedesignated by the Sellers, constitute on their own behalf and appoint Sellers’ Representative on behalf of their respective successors, assigns, heirs and beneficiaries, to serve as the agent, sole and exclusive agent for service of process and true and lawful attorney-in-fact of each Seller, individually, and all such Sellers, collectively, with full power of substitution, to act in as the name, place and stead of any Seller sellers representative (the “Sellers Representative”) hereunder with respect to any matter matters arising under this Agreement, including, without limitation, the matters set forth in Section 1.6, Article 9 and this Section 10.15 and any other provision of this Agreement that expressly requires or permits actions to be taken by the Sellers Representative and by his signature below he hereby acknowledges such appointment and agrees to serve in such capacity on the terms and subject to the conditions set forth herein and in the Escrow Agreement. The Sellers Representative (including any successor thereto) shall act as the representative of the Sellers and the PPA Recipients and shall be authorized to act on behalf of the Sellers and the PPA Recipients and to take any and all actions expressly required or permitted to be taken by the Sellers Representative under this Agreement, including Section 1.6, Article 9 and this Section 10.15 (for the avoidance of doubt, including the agreement on the final Purchase Price and the exercise of the power to (i) executeagree to, delivernegotiate, acknowledgeenter into settlements and compromises of, certify and file (in the name comply with orders of Sellerscourts with respect to, any Seller claims for indemnification), or otherwise) any documents other matter set forth in this Agreement which expressly requires or consents and otherwise permits that the Sellers Representative take any actions, and make or receive any payments or disbursements, that Sellers’ action in respect thereof. The Sellers Representative may, in its sole discretion, determine shall be entitled to be necessary, desirable or appropriate, on behalf of Sellers, in connection with any matter contemplated in Section 2.4, Section 7.3, Section 7.4, Article VIII, Section 9.3 or Section 9.8 (including negotiating, entering into compromises or settlements of and resolving any dispute or litigation with respect to any such matters); and (ii) receive assert the Closing Payment on behalf rights of the Sellers pursuant to Section 2.3(a) along with any other payments or distributions due to the Sellers pursuant to under this Agreement, including Section 1.6, Article 9 and (iii) give and receive notices and communications under this Agreement or the Escrow Agreement. Sellers’ Representative hereby accepts its appointment as Sellers’ Representative. The power of attorney granted in this Section 9.12 is coupled with an interest 10.15, and irrevocable, may be delegated by Sellers’ the Sellers Representative and shall survive the death, incapacity, dissolution or liquidation perform all of each Seller.71

Sellers’ Representative. (a) Sellers Each Seller, by virtue of its execution and delivery of this Agreement or a Joinder, hereby irrevocably nominatenominates, constitute constitutes and appoint appoints the Sellers’ Representative as the sole and exclusive agent, agent for service of process and true and lawful attorney-in-fact of each Seller, individually, and all the Sellers, collectively, with full power of substitution, to act in the name, place and stead of any each Seller with respect to this Agreement or any matter other Transaction Document and the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken or made by each Seller under this Agreement or the Escrow Agreementany other Transaction Document, including the exercise of the power to to: (i) execute, deliver, acknowledge, certify and file (in the name of Sellers, any Seller or all of the Sellers or otherwise) any documents or consents and otherwise all documents, including without limitation any Transaction 111 Documents, and to take any actions, and make or receive any payments or disbursements, all actions that the Sellers’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, on behalf of Sellers, appropriate in connection with any matter contemplated covered in Section 2.4, Section 7.3, Section 7.4, Article VIII, Section 9.3 2.07 (Post-Closing Adjustment) or Section 9.8 any indemnification claim under ARTICLE XIII (Indemnification) (including negotiating, entering into compromises or settlements of and resolving any dispute or litigation demanding arbitration with respect to any such mattersmatters covered in Section 2.07 (Post-Closing Adjustment) or any indemnification claim, as applicable); and (ii) receive the Closing Payment on behalf of the Sellers pursuant to Section 2.3(a) along with any other payments or distributions due to the Sellers pursuant to this Agreement, and (iii) give and receive notices and communications under this Agreement and any other Transaction Document; and (iii) waive any breach or default hereunder or of any condition to the Escrow Agreementobligations of the Sellers to consummate the Transactions. The Sellers’ Representative hereby xxxxxx accepts its its, his or her appointment as the Sellers’ Representative. The power of attorney granted in this Section 9.12 is coupled with an interest and irrevocable, may be delegated by Sellers’ Representative and shall survive the death, incapacity, dissolution or liquidation of each Seller.

Sellers’ Representative. (a) Sellers hereby irrevocably nominateAt the Closing, constitute each of the Indemnifying Parties, shall appoint Shareholder Representative Services LLC as its agent and appoint Sellers’ Representative as the agent, agent for service of process and true and lawful attorney-in-fact of each Seller, individually, and all Sellers, collectively, with full power of substitution, to act in as the name, place and stead of any Seller with respect to any matter under this Agreement or the Escrow Agreement, including the exercise of the power to (i) execute, deliver, acknowledge, certify and file (in the name of Sellers, any Seller or otherwise) any documents or consents and otherwise take any actions, and make or receive any payments or disbursements, that Sellers’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, on behalf of Sellers, in connection with any matter contemplated in Section 2.4, Section 7.3, Section 7.4, Article VIII, Section 9.3 or Section 9.8 (including negotiating, entering into compromises or settlements of for and resolving any dispute or litigation with respect to any such matters); and (ii) receive the Closing Payment on behalf of the Sellers pursuant Indemnifying Parties to Section 2.3(a) along with any other payments or distributions due to the Sellers pursuant to this Agreement, and (iii) give and receive notices and communications under this Agreement or (including to Buyer), to authorize payment to Buyer from the Escrow Agreement. Fund in satisfaction of claims by Parent or Buyer, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Sellers’ Representative hereby accepts its appointment as for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties from time to time upon not less than thirty (30) days prior written notice to Buyer; provided, however, that the Sellers’ Representative may resign at any time, and may not be removed unless holders whose aggregate Pro Rata Share is a majority of the Aggregate Cash Consideration and the aggregate Stock Consideration payable hereunder agree to such removal and to the identity of the substituted agent. No bond shall be required of the Sellers’ Representative. The power of attorney granted in this Section 9.12 is coupled with an interest , and irrevocable, may be delegated by the Sellers’ Representative shall not receive any compensation for its services other than pursuant to the terms of that certain Engagement Agreement to be entered into by and among Shareholder Representative Services LLC, the Company and certain of the Sellers. After the Closing, notices or communications to or from the Sellers’ Representative shall survive constitute notice to or from the death, incapacity, dissolution or liquidation of each SellerIndemnifying Parties.

Sellers’ Representative. (a) Sellers The Seller Parties hereby irrevocably nominate, constitute and appoint Sellers’ Representative Xxxxxx X. Xxxxxxxxx as the agent, representative and the agent for service of process and true and lawful attorney-in-fact of each Seller, individually, and all the Seller Parties (the “Sellers, collectively’ Representative”), with full power of substitution, to act in the name, place and stead of any the Seller with respect to any matter under this Agreement or the Escrow Agreement, including the exercise Parties for purposes of the power to (i) execute, deliver, acknowledge, certify and file (in the name of Sellers, any Seller or otherwise) executing any documents or consents and otherwise take taking any actions, and make or receive any payments or disbursements, actions that the Sellers’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriateappropriate in all matters relating to or arising out of this Agreement, on behalf of Sellers, including in connection with (i) any matter adjustment to the Base Amount as contemplated in by Section 2.43.2, Section 7.3, Section 7.4, Article VIII, Section 9.3 or Section 9.8 (including negotiating, entering into compromises or settlements of and resolving any dispute or litigation with respect to any such matters); and (ii) receive the Closing Payment on behalf any determination of the Sellers Final Working Capital pursuant to Section 2.3(a) along with any other payments or distributions due to the Sellers pursuant to this Agreement3.3, and (iii) give any Tax matters as described in Section 6.11 or (iii) any claim for indemnification, compensation or reimbursement under Article X (the “Representative Matters”). Xxxxxx X. Xxxxxxxxx hereby accepts his appointment as the representative and receive notices the agent and communications under this Agreement or true and lawful attorney-in-fact of the Escrow AgreementSeller Parties. Xxxxxx X. Xxxxxxxxx shall serve as Sellers’ Representative hereby accepts its appointment until the earlier of his death, incapacity, or his removal by the written action of a majority of the Party Stockholders. Following the removal of Xxxxxx X. Xxxxxxxxx as Sellers’ Representative. The power of attorney granted , or his inability to serve in this Section 9.12 is coupled with an interest and irrevocablesuch capacity, may be delegated by a replacement Sellers’ Representative and shall survive be appointed by the death, incapacity, dissolution or liquidation written action of each Sellera majority of the Party Stockholders.

Sellers’ Representative. (a) Sellers hereby By virtue of the execution of this Agreement by each Seller and without any further action of any Seller, each Seller shall have irrevocably nominateauthorized and appointed HPS Investment Partners, constitute LLC to serve as the sole and appoint exclusive agent, proxy and attorney in fact of such Seller, as the Sellers’ Representative as the agent, agent for service of process and true and lawful attorney-in-fact of each Seller, individually, and all Sellers, collectively, with full power of substitution, to act in the name, place and stead of any Seller under this Agreement with respect to any matter under in connection with this Agreement or the Escrow Agreementany other Transaction Document, including to consummate the exercise transactions hereunder and thereunder, give and receive notices and service of the power to (i) executeprocess, deliver, acknowledge, certify negotiate claims and file (in the name of Sellers, any Seller or otherwise) any documents or consents disputes and otherwise take any actions, and make or receive any payments or disbursements, that Sellers’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, act on behalf of Sellers, Sellers in connection with any matter contemplated in Section 2.4Actions arising under, Section 7.3or relating to, Section 7.4this Agreement, Article VIII, Section 9.3 or Section 9.8 (including negotiating, entering into compromises or settlements of execute and resolving deliver any dispute or litigation with respect to any such matters); and (ii) receive the Closing Payment on behalf of the Sellers pursuant to Section 2.3(a) along with any other payments or distributions due to the Sellers pursuant amendment to this Agreement, and take (iiior refrain from taking) give all other actions to be taken by or on behalf of any Seller that the Sellers’ Representative otherwise deems necessary or appropriate in the Sellers’ Representative’s discretion in connection with this Agreement and receive notices the other Transaction Documents, and communications by its signature below it acknowledges such appointment and agrees to serve in such capacity on the terms and subject to the conditions set forth in this Agreement. The Sellers’ Representative shall be entitled to assert the rights of Sellers under this Agreement, including ARTICLE II, ARTICLE VI, and this ARTICLE VII and any other provision of this Agreement or any other Transaction Document that expressly requires or permits actions to be taken by the Escrow AgreementSellers’ Representative, including the receipt of notices. Any Person (including, for the avoidance of doubt, Buyer) shall be unconditionally entitled to rely, and shall have no liability for taking or not taking any action in reliance, on all actions, statements, representations and decisions of the Sellers’ Representative hereby accepts its appointment as Sellers’ Representative. The power of attorney granted in this Section 9.12 is coupled with an interest and irrevocable, may be delegated by Sellers’ Representative and shall survive the death, incapacity, dissolution or liquidation of each Sellersuch capacity.

Sellers’ Representative. (a) The Sellers hereby irrevocably nominateappoint, constitute authorize and appoint empower the Sellers’ Representative as to be the agentexclusive proxy, representative, agent for service of process and true and lawful attorney-in-fact of each Seller, individually, and all of the Sellers, collectively, with full power of substitution, to make all decisions and determinations and to act in the name, place and stead of any Seller with respect to any matter under this Agreement or the Escrow Agreement, including the exercise of the power to (i) execute, deliverdeliver and receive all documents, acknowledge, certify instruments and file (in the name of Sellers, any Seller or otherwise) any documents or consents and otherwise take any actions, and make or receive any payments or disbursements, that Sellers’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, on behalf of Sellers, in connection with any matter contemplated in Section 2.4, Section 7.3, Section 7.4, Article VIII, Section 9.3 or Section 9.8 (including negotiating, entering into compromises or settlements of and resolving any dispute or litigation with respect to any such matters); and (ii) receive the Closing Payment on behalf of the Sellers pursuant at any time, in connection with, and that may be necessary or appropriate to Section 2.3(aaccomplish the intent and implement the provisions of this Article IX. By executing this Agreement, the Sellers’ Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Sellers’ Representative shall have the power to take any of the following actions on behalf of such Sellers: (i) along with any other to give and receive notices, communications and consents under this Article IX; (ii) to receive and distribute payments or distributions due to the Sellers pursuant to this Agreement, and Article IX; (iii) give and receive notices and communications under to waive any provision of this Agreement Article IX; (iv) to investigate, defend, contest or litigate any Action initiated by any Person against the Escrow Agreement. Sellers’ Representative hereby accepts its appointment as Sellers’ Representative. The power ; (v) to receive process on behalf of attorney granted any or all Sellers in any such Action; (vi) to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other third-party intermediaries with respect to any disputes with respect to matters which are indemnifiable pursuant to this Article IX; and (vii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Sellers’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Section 9.12 is coupled with an interest Article IX and irrevocable, may be delegated the transactions contemplated by Sellers’ Representative and shall survive the death, incapacity, dissolution or liquidation of each Sellerthis Article IX.

Sellers’ Representative. (a) The Sellers hereby irrevocably nominateappoint, constitute authorize and appoint empower the Sellers’ Representative as to be the agentexclusive proxy, representative, agent for service of process and true and lawful attorney-in-fact of each Seller, individually, and all of the Sellers, collectively, with full power of substitution, to make all decisions and determinations and to act in the name, place and stead of any Seller with respect to any matter under this Agreement or the Escrow Agreement, including the exercise of the power to (i) execute, deliverdeliver and receive all documents, acknowledge, certify instruments and file (in the name of Sellers, any Seller or otherwise) any documents or consents and otherwise take any actions, and make or receive any payments or disbursements, that Sellers’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, on behalf of Sellers, in connection with any matter contemplated in Section 2.4, Section 7.3, Section 7.4, Article VIII, Section 9.3 or Section 9.8 (including negotiating, entering into compromises or settlements of and resolving any dispute or litigation with respect to any such matters); and (ii) receive the Closing Payment on behalf of the Sellers pursuant at any time, in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of, Section 2.3(a8.4 and this Article IX. By executing this Agreement, the Sellers’ Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Sellers’ Representative shall have the power to take any of the following actions on behalf of such Sellers: (i) along with any other to give and receive notices, communications and consents under this Article IX; (ii) to receive and distribute payments or distributions due to the Sellers pursuant to this Agreement, and Article IX; (iii) give and receive notices and communications under to waive any provision of this Agreement Article IX; (iv) to investigate, defend, contest or litigate any Action initiated by any Person against the Escrow Agreement. Sellers’ Representative hereby accepts its appointment as Sellers’ Representative. The power ; (v) to receive process on behalf of attorney granted any or all Sellers in any such Action; (vi) to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other third-party intermediaries with respect to any disputes with respect to matters which are indemnifiable pursuant to this Article IX; (vii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Sellers’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Article IX and the transactions contemplated by this Article IX; and (viii) to consent to an amendment of this Agreement in accordance with Section 9.12 is coupled with an interest and irrevocable, may be delegated by Sellers’ Representative and shall survive the death, incapacity, dissolution or liquidation of each Seller8.4.

Sellers’ Representative. (a) Sellers Each Seller hereby irrevocably nominate, constitute authorizes and appoint directs the Sellers’ Representative as the its agent, agent for service of process and true and lawful proxy, attorney-in-fact and representative under the Transaction Documents to take such action on behalf of each such Seller, individuallyand to exercise such rights, power and all authority, as are authorized, delegated and granted to the Sellers’ Representative pursuant to this Agreement, collectivelyincluding, with full power without limiting the generality of substitutionthe foregoing, to act in the name(i) execution, place delivery and stead receipt of any Seller with respect to any matter under this Agreement or the Escrow Agreement, including the exercise (ii) preparation and delivery of the power certificate pursuant to Section 4.1(a)(iii) hereof, (iiii) executethe right to receive notices and other documentation, deliver, acknowledge, certify and file (in pursuant to the name terms of Sellers, any Seller or otherwise) any documents or consents and otherwise take any actions, and make or receive any payments or disbursements, that Sellers’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriatethis Agreement, on behalf of the Sellers, (iv) amending and waiving the terms of this Agreement pursuant to Section 9.9 hereof, but excluding, without the prior consent of all Sellers, any change that would be inconsistent with the LLC Agreement, (v) receipt of the Purchase Price and amounts, if any, in connection with any matter contemplated in Section 2.4the Escrow Account, Section 7.3, Section 7.4, Article VIII, Section 9.3 or Section 9.8 (including negotiating, entering into compromises or settlements of and resolving any dispute or litigation with respect to any such matters); and (ii) receive the Closing Payment on behalf of the Sellers, pursuant to Sections 2.1(b) and 2.2 and distribution thereof to the Sellers in accordance with Section 8.5, (vi) termination of the Agreement pursuant to Section 2.3(a6.1 hereof, (vii) along with settlement of any other payments or distributions due to claims for which the Sellers may be required to indemnify or pay to, or entitled to indemnification or payment from, Buyer pursuant to this Agreement, and (iiiviii) give and receive notices and communications under any other actions contemplated by or in furtherance of this Agreement or the Escrow Agreement. Sellers’ Representative hereby accepts its appointment as Sellers’ Representative. The power of attorney granted in this Section 9.12 is coupled with an interest and irrevocable, may be delegated by Sellers’ Representative and shall survive the death, incapacity, dissolution or liquidation of each Seller.