Sellers’ Representative. By execution of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such...
Sellers’ Representative. (a) Each Seller irrevocably appoints Highstar Capital Fund II, L.P. (the “Sellers Representative”) with power of designation and assignment as its true and lawful attorney-in-fact and agent with full power of substitution, to act solely and exclusively on behalf of, and in the name of, such Seller, with the full power, without the consent of such Seller, as applicable, to exercise as the Sellers Representative in its sole discretion deems appropriate, the powers which such Seller could exercise under the Letter of Credit, the provisions of this Article IX (including consenting to the settlement of any indemnification claim under this Article IX) or Section 2.1 and Section 2.5 and to take all actions necessary or appropriate in the judgment of the Sellers Representative in connection with this Agreement. In any Third Party Defense in which more than one Seller is an Indemnitor, the Sellers Representative shall act on behalf of all such Sellers. The Buyer and any Buyer Indemnitee shall be entitled to rely exclusively upon any notices and other acts of the Sellers Representative relating to the Sellers’ rights and obligations under the Letter of Credit, this Article IX or Section 2.1 and Section 2.5 as being legally binding acts of each Seller individually and the Sellers collectively and the Buyer and any Buyer Indemnitee shall deliver any notice required or permitted under the Letter of Credit, this Article IX or Section 2.1 or Section 2.5 to be delivered to the Sellers to the Seller Representative. The appointment and power of attorney granted by each Seller to the Sellers Representative shall be deemed coupled with an interest and all authority conferred hereby shall be irrevocable.
Sellers’ Representative. (a) Seller shall be responsible to Company for acts and omissions of all employees and subcontractors, at any tier, their agents and employees and all other persons performing any work under a subcontract with Seller, at any tier, or who is under the direct supervision of Seller in the performance of the work.
Sellers’ Representative. (a) Each Seller designates Sellers’ Representative as the representative and attorney-in-fact of such Seller with full power and authority, including power of substitution, acting in the name of and on behalf of such Seller, for all purposes under this Agreement, including receipt of disclosures, granting and/or executing consents or waivers, receiving notices, settling disputes with respect to indemnification claims and the calculation of the Purchase Price and agreeing to and executing amendments and/or modifications to this Agreement.
Sellers’ Representative. (i) The Sellers’ Representative is hereby designated by each of the Sellers to serve as the Sellers’ Representative with respect to the matters set forth in this Agreement in accordance with this Section 2(h).
Sellers’ Representative. 35.2.1 The Seller shall appoint from the Signature Date until the Expiry Date, an individual (the "Seller’s Representative") whose identity shall be notified to the Buyer to act as the Seller’s duly authorized representative for all purposes connected with this Agreement. The Seller shall notify the Buyer in writing forthwith upon the replacement at any time of the Seller’s Representative and such replacement shall not be effective until such notice has been given.
Sellers’ Representative. 12.1. Each Seller hereby irrevocably and unconditionally appoints the Sellers’ Representative as sole representative agent and attorney-in-fact to act on such Seller’s behalf for all purposes relating to this Agreement after Completion and each agreement and document ancillary thereto, including for the purposes of:
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. Each of the Sellers hereby irrevocably grants full power and authority to the Sellers’ Representative to take any action that the Sellers’ Representative, in his discretion, deems necessary or appropriate, without the need or obligation, in any respect, to communicate with the Sellers, or to obtain any specific instructions from the Sellers in relation to the Contemplated Transactions. The Purchasers and their Affiliates may rely exclusively, without independent verification or investigation, upon all decisions, communications or writings made, given or executed by the Sellers’ Representative in connection with any Transaction Document and the Contemplated Transactions. Notwithstanding anything to the contrary set forth herein, the Purchasers shall not be liable for any Loss to any Person, including any Seller, for any action taken or not taken by the Sellers’ Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Sellers’ Representative.
Sellers’ Representative. Each Seller hereby irrevocably appoints the Sellers’ Representative as its representative to act on its behalf for all purposes under this Agreement, including for the purposes of:
