Common use of Appointment Authority Clause in Contracts

Appointment Authority. Each of the Sellers hereby appoints Txxxxx Xxxxxxx as their representative (the “Sellers’ Representative”), as the attorney-in-fact for and on behalf of each Seller, and the Sellers’ Representative shall be authorized hereby to take any and all actions and make any decisions on behalf of the Sellers required or permitted to be taken by any of the Sellers under this Agreement or any of the Sellers’ Closing Documents in connection with the consummation of the Contemplated Transactions, including, without limitation, the exercise of the power to (i) receive or give any notice on behalf of Sellers pursuant to this Agreement or any of the Sellers’ Closing Documents, (ii) authorize delivery to Sellers of the Holdback Shares and the Adjustment Shares, if any, (iii) prepare the Closing Balance Sheet and deliver the same to Buyer and otherwise represent Sellers in, and control the disposition of, all matters related thereto, (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims hereunder or under the Sellers’ Closing Documents, (v) terminate this Agreement pursuant to Section 6, and (vi) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Sellers’ Closing Documents. Each of the Sellers shall be bound by all actions taken by the Sellers’ Representative in connection with this Agreement and the Sellers’ Closing Documents. Buyer and the Company shall be entitled to rely on any action or decision of the Sellers’ Representative evidenced by a written document executed by the Sellers’ Representative as the action or decision of each of the Sellers, and Buyer and the Company shall be held harmless from and indemnified against any claim of any Seller in respect of this Section 8.16.

Appointment Authority. Each of the Sellers hereby appoints Txxxxx Xxxxxx Xxxxxxx as their representative (the “Sellers’ Representative”), as the attorney-in-fact for and on behalf of each Seller, and the Sellers’ Representative shall be authorized hereby to take any and all actions and make any decisions on behalf of the Sellers required or permitted to be taken by any of the Sellers under this Agreement or any of the Sellers’ Closing Documents in connection with the consummation of the Contemplated Transactions, including, without limitation, the exercise of the power to (i) receive or give any notice on behalf of Sellers pursuant to this Agreement or any of the Sellers’ Closing Documents, (ii) authorize delivery to Sellers of the Holdback Shares and the Adjustment Shares, if any, (iii) prepare the Closing Balance Sheet and deliver the same to Buyer and otherwise represent Sellers in, and control the disposition of, all matters related thereto, (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims hereunder or under the Sellers’ Closing Documents, (v) terminate this Agreement pursuant to Section 6, and (vi) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Sellers’ Closing Documents. Each of the Sellers shall be bound by all actions taken by the Sellers’ Representative in connection with this Agreement and the Sellers’ Closing Documents. Buyer and the Company shall be entitled to rely on any action or decision of the Sellers’ Representative evidenced by a written document executed by the Sellers’ Representative as the action or decision of each of the Sellers, and Buyer and the Company shall be held harmless from and indemnified against any claim of any Seller in respect of this Section 8.16.

Appointment Authority. Each By approval of this Agreement pursuant to the DGCL and upon and by virtue of the Sellers execution of the written consent of the Stockholders as required by the DGCL and an acknowledgment form by the Carve-out Participants approving this Agreement and the transactions contemplated hereby appoints Txxxxx Xxxxxxx as their representative (and without any further action of any of the “Sellers’ Representative”)Stockholders or the Company, the Company Holders hereby irrevocably appoint Fortis Advisors LLC, a Delaware limited liability company to act as the initial agent, representative and attorney-in-fact for and on behalf of each Seller, and Company Holder (the Sellers’ “Representative”). The Representative shall be authorized hereby have such powers and authority as are necessary or appropriate to take any and all actions and make any decisions carry out the functions assigned to it under this Agreement; provided, however, that the Representative shall have no obligation to act on behalf of the Sellers required or permitted Company Holders, except as expressly provided herein. All actions of the Representative shall be deemed to be taken by any facts ascertainable outside this Agreement and shall be binding on the Company Holders as a matter of contract law. No bond shall be required of the Sellers under this Agreement or any Representative. Without limiting the generality of the Sellers’ Closing Documents in connection with the consummation of the Contemplated Transactions, including, without limitationforegoing, the exercise Representative shall have full power, authority and discretion to give and accept notices as provided hereunder; initiate, investigate, defend, compromise, arbitrate, settle, mediate, prosecute and authorize payment of the power to (i) receive or give any notice on behalf of Sellers and all indemnification claims pursuant to this Agreement or and to otherwise carry out the purposes and intent of this Agreement. The Representative may resign at any time, and may be removed by the vote of Stockholders entitled to receive a majority of the Sellers’ Closing Documents, (ii) authorize delivery Merger Consideration payable to Sellers of the Holdback Shares and the Adjustment Shares, if any, (iii) prepare the Closing Balance Sheet and deliver the same to Buyer and otherwise represent Sellers in, and control the disposition of, all matters related thereto, (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims hereunder or under the Sellers’ Closing Documents, (v) terminate this Agreement Stockholders pursuant to Section 6this Agreement; provided; however, and (vi) take all actions necessary in that any such resignation or removal shall only be effective upon the judgment appointment of a successor representative, who shall be deemed automatically to be the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of “Representative” under both this Agreement and the Sellers’ Closing Documents. Each of the Sellers shall be bound by all actions taken by the Sellers’ Representative in connection with this Agreement and the Sellers’ Closing Documents. Buyer and the Company shall be entitled to rely on any action or decision of the Sellers’ Representative evidenced by a written document executed by the Sellers’ Representative as the action or decision of each of the Sellers, and Buyer and the Company shall be held harmless from and indemnified against any claim of any Seller in respect of this Section 8.16Escrow Agreement.