Apollo. Each Apollo Holder hereby irrevocably appoints Apollo Management VI as of the date hereof, 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 Apollo Holder, with the full power, without the consent of such Apollo Holder, as applicable, to exercise in its sole discretion as Apollo Management VI deems appropriate, the powers that such Apollo Holder could exercise hereunder with respect to all of its rights and obligations hereunder and to take all actions with respect thereto necessary or appropriate in the judgment of Apollo Management VI in connection with this Agreement. The Company and any Historic Holder shall be entitled to rely exclusively upon and deal exclusively with Apollo Management VI on behalf of any and all Apollo Holders with respect to all matters relating to this Agreement and the transactions contemplated hereby, and shall be entitled to rely conclusively upon any notices, documents, instructions and other acts of Apollo Management VI relating to the Apollo Holders’ rights and obligations hereunder as being legally binding acts of each Apollo Holder individually and collectively. No Apollo Holder shall have any cause of action against the Company or any Historic Holder for any action taken or omitted to be taken by the Company or any Historic Holder, as applicable, in reliance upon the written instructions or decisions of Apollo Management VI. The Company and any Historic Holder shall deliver any notice or document required or permitted hereunder to be delivered to Apollo or an Apollo Holder to Apollo Management VI.
Appears in 2 contracts
Sources: Stockholders Agreement (Sprouts Farmers Markets, LLC), Stockholders Agreement (Sprouts Farmers Markets, LLC)