Common use of Appointment; Authorization Clause in Contracts

Appointment; Authorization. (i) Each Purchaser hereby irrevocably appoints, designates and authorizes Agent to take such action on its behalf under the provisions of this Agreement and each other Investment Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Investment Document, together with such powers as are reasonably incidental thereto and (ii) each Secured Party hereby irrevocably appoints, designates and authorizes Collateral Agent to act as its collateral agent and representative for and on its behalf, and on behalf of the Indemnified Parties, with respect to all Collateral matters and under the Collateral Agency Agreement and the Collateral Documents. Each Purchaser and each Secured Party hereby grants to Agent and Collateral Agent all such powers and authority as are necessary, desirable or appropriate to carry out the functions and duties delegated or assigned to Agent and/or Collateral Agent hereunder and thereunder, including to take all actions as may be necessary, appropriate or desirable in the sole judgment of Agent and/or Collateral Agent to accomplish any of the foregoing (including the authority to release Collateral from the Liens created under the Collateral Documents (including the Collateral Agency Agreement) and the other Investment Documents under the circumstances specifically provided herein and therein). Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Investment Document, Agent and Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall (i) Agent have or be deemed to have any fiduciary relationship with any Purchaser or (ii) Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Investment Document or otherwise exist against Agent or Collateral Agent.

Appointment; Authorization. (i) Each Purchaser Lender hereby irrevocably appoints, designates and appoints Chase as the Agent of such Lender under this Agreement and each of the other Credit Documents, and each such Lender irrevocably authorizes (a) Chase, as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and each of the other Investment Document Credit Documents and to exercise such powers and perform such duties as are expressly delegated to it the Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto and (b) Chase, in its capacity as Issuing Lender, to issue the Letters of Credit, subject to the terms and conditions hereof, to pay the amount of any draft presented under any Letter of Credit upon presentation of documents which, upon their face, conform to the terms of such Letter of Credit, to create Acceptances, to receive from the Borrower reimbursement for the amount of each draft paid under each Letter of Credit and each Acceptance and payment of all commissions, charges and interest in respect of the Letters of Credit and the Acceptances, and to take such action on behalf of such Lender under this Agreement, the Letter of Credit Documents and the Acceptance Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or any other Investment Documentrequired of the Issuing Lender by the terms hereof and thereof, together with such powers as are reasonably incidental thereto and (ii) each Secured Party hereby irrevocably appoints, designates and authorizes Collateral Agent to act as its collateral agent and representative for and on its behalf, and on behalf of the Indemnified Parties, with respect to all Collateral matters and under the Collateral Agency Agreement and the Collateral Documents. Each Purchaser and each Secured Party hereby grants to Agent and Collateral Agent all such powers and authority as are necessary, desirable or appropriate to carry out the functions and duties delegated or assigned to Agent and/or Collateral Agent hereunder and thereunder, including to take all actions as may be necessary, appropriate or desirable in the sole judgment of Agent and/or Collateral Agent to accomplish any of the foregoing (including the authority to release Collateral from the Liens created under the Collateral Documents (including the Collateral Agency Agreement) and the other Investment Documents under the circumstances specifically provided herein and therein)thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Investment DocumentAgreement, neither the Agent and Collateral Agent nor the Issuing Lender shall not have any duty duties or responsibility responsibilities, except those expressly set forth herein, nor shall (i) Agent have or be deemed to have any fiduciary relationship with any Purchaser or (ii) Collateral Agent have or be deemed to have any fiduciary relationship with any Secured PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any the other Investment Document Credit Documents or otherwise exist against the Agent or Collateral Agentthe Issuing Lender.

Appointment; Authorization. In order to administer efficiently the defense or settlement of any dispute pursuant to Article 3 or any Parent Claim for which indemnification to any Parent Indemnified Party may be required pursuant to Article 9 and to administer efficiently the notice provisions under this Agreement, the Payments Administration Agreement and the Escrow Agreement, within 15 Business Days following the Option Exercise Date, the Company shall nominate and appoint Shareholder Representative Services LLC, a Colorado limited liability company, or such other person as is reasonably acceptable to Parent, as the “Stockholder Representative” and deliver to Parent a signed joinder of the Stockholder Representative agreeing to the terms and conditions applicable to the Stockholder Representative set forth in this Agreement. All Company Holders, by voting in favor of the adoption of this Agreement, the approval of the principal terms of the Option, the approval of the principal terms of the Merger, and the consummation of the Merger, participation in the Merger or acceptance of any portion of the Total Merger Consideration pursuant to this Agreement, irrevocably nominate and appoint, and, in each Company Holder’s Letter of Transmittal shall expressly and irrevocably nominate and appoint the Stockholder Representative as their exclusive agent, attorney-in-fact and representative (with full power of substitution), with the right to: (i) Each Purchaser hereby irrevocably appointstake all action necessary, designates and authorizes Agent to take such action on its behalf under the provisions of this Agreement and each other Investment Document and to exercise such powers and perform such duties as are desirable or expressly delegated to it permitted by the terms of this Agreement or any other Investment Transaction Document, together with such powers as are reasonably incidental thereto and ; (ii) each Secured Party hereby irrevocably appointswithout limiting the foregoing, designates take all action in connection with the defense, prosecution or settlement of any dispute pursuant to Article 3 or any Claim pursuant to Article 9; (iii) give and authorizes Collateral Agent receive all notices required or permitted to act as its collateral agent be given under this Agreement or the other Transaction Documents; (iv) contract with organizational stockholder representative vendors to perform the duties and representative for and on its behalf, and on behalf responsibilities of the Indemnified Parties, with respect to all Collateral matters Stockholder Representative hereunder; and under the Collateral Agency Agreement and the Collateral Documents. Each Purchaser and each Secured Party hereby grants to Agent and Collateral Agent all such powers and authority as are necessary, desirable or appropriate to carry out the functions and duties delegated or assigned to Agent and/or Collateral Agent hereunder and thereunder, including to (v) take all actions as may be necessary, necessary or appropriate or desirable in the sole good faith judgment of Agent and/or Collateral Agent to accomplish any the Stockholder Representative for the accomplishment of the foregoing (including foregoing. By the authority to release Collateral from Stockholder Representative’s execution of this Agreement, the Liens created under the Collateral Documents (including the Collateral Agency Agreement) and the other Investment Documents under the circumstances specifically provided herein and therein). Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Investment Document, Agent and Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall (i) Agent have or be deemed to have any fiduciary relationship with any Purchaser or (ii) Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Investment Document or otherwise exist against Agent or Collateral AgentStockholder Representative hereby accepts such appointment.

Appointment; Authorization. Pursuant to this Agreement, effective as of the Signing Date, each of the Sellers hereby appoints Shareholder Representative as such Seller’s true and lawful agent and attorney-in-fact to represent such Seller for all purposes of each of this Agreement, including taking any and all actions as Shareholder Representative under this Agreement, and the Escrow Agreement, including taking any and all actions as Shareholder Representative under the Escrow Agreement, and Shareholder Representative hereby accepts such appointment. Without limiting the generality of the foregoing, each Seller hereby authorizes Shareholder Representative to take the following actions and all other actions as Shareholder Representative shall, in Shareholder Representative’s sole discretion, deem appropriate in connection therewith: (i) Each Purchaser hereby irrevocably appointsreceive all notices or documents given or to be given to such Seller by Buyer or any of its Affiliates pursuant to this Agreement or the Escrow Agreement in connection herewith or therewith and to receive and accept service of legal process on behalf of such Seller in connection with any damages arising under or relating to this Agreement or the Escrow Agreement; (ii) (A) deliver to Buyer at Closing, designates as applicable, all certificates and authorizes documents to be delivered to Buyer by such Seller pursuant to this Agreement, together with any other certificates and documents executed by such Seller and deposited with Shareholder Representative for such purpose, and (B) deliver to the Escrow Agent all notices, certificates and documents required by the Escrow Agent or required to take be delivered pursuant to the Escrow Agreement; (iii) engage counsel, and such action accountants and other Representatives for such Seller and incur such other expenses on its behalf under of such Seller in connection with this Agreement or the Escrow Agreement as Shareholder Representative may, in each case and in Shareholder Representative’s sole discretion, deem appropriate; (iv) interpret any and all of the terms and provisions of this Agreement and each other Investment Document and or the Escrow Agreement; (v) consent to exercise such powers and perform such duties as are expressly delegated to it by any amendment or waiver of any of the terms of or provisions this Agreement or any other Investment Document, together with such powers as are reasonably incidental thereto the Escrow Agreement; (vi) receive all documents or certificates and (ii) each Secured Party hereby irrevocably appoints, designates and authorizes Collateral Agent to act as its collateral agent and representative for and on its behalf, and make all determinations on behalf of such Seller as required under this Agreement and receive all notices, documents, Escrow Funds (as defined in the Indemnified Parties, with respect to Escrow Agreement) or certificates and make all Collateral matters and determinations on behalf of such Seller as required under the Collateral Agency Agreement Escrow Agreement; and (vii) defend, compromise and the Collateral Documents. Each Purchaser settle any claims (A) for which indemnification is sought from or by Sellers and each Secured Party hereby grants Buyer pursuant to Agent this Agreement, and Collateral Agent all such powers and authority as (B) for which Escrow Funds are necessary, desirable sought from or appropriate to carry out the functions and duties delegated by Buyer or assigned to Agent and/or Collateral Agent hereunder and thereunder, including to take all actions as may be necessary, appropriate or desirable in the sole judgment of Agent and/or Collateral Agent to accomplish any of the foregoing (including the authority to release Collateral from the Liens created under the Collateral Documents (including the Collateral Agency Agreement) and the other Investment Documents under the circumstances specifically provided herein and therein). Notwithstanding any provision Shareholder Representative pursuant to the contrary contained elsewhere in this Agreement or in any other Investment Document, Agent and Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall (i) Agent have or be deemed to have any fiduciary relationship with any Purchaser or (ii) Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Investment Document or otherwise exist against Agent or Collateral AgentEscrow Agreement.

Appointment; Authorization. (i) Each Purchaser Lender hereby irrevocably appoints, designates and appoints Chase as the Agent of such Lender under this Agreement and each of the other Credit Documents, and each such Lender irrevocably authorizes (a) Chase, as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and each of the other Investment Document Credit Documents and to exercise such powers and perform such duties as are expressly delegated to it the Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto and (b) Chase, in its capacity as Issuing Lender, to issue the Letters of Credit, subject to the terms and conditions hereof, to pay the amount of any draft presented under any Letter of Credit upon presentation of documents which, upon their face, conform to the terms of such Letter of Credit, to create Acceptances, to receive from the Company reimbursement for the amount of each draft paid under each Letter of Credit and each Acceptance and payment of all commissions, charges and interest in respect of the Letters of Credit and the Acceptances, and to take such action on behalf of such Lender under this Agreement, the Letter of Credit Documents and the Acceptance Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or any other Investment Documentrequired of the Issuing Lender by the terms hereof and thereof, together with such powers as are reasonably incidental thereto and (ii) each Secured Party hereby irrevocably appoints, designates and authorizes Collateral Agent to act as its collateral agent and representative for and on its behalf, and on behalf of the Indemnified Parties, with respect to all Collateral matters and under the Collateral Agency Agreement and the Collateral Documents. Each Purchaser and each Secured Party hereby grants to Agent and Collateral Agent all such powers and authority as are necessary, desirable or appropriate to carry out the functions and duties delegated or assigned to Agent and/or Collateral Agent hereunder and thereunder, including to take all actions as may be necessary, appropriate or desirable in the sole judgment of Agent and/or Collateral Agent to accomplish any of the foregoing (including the authority to release Collateral from the Liens created under the Collateral Documents (including the Collateral Agency Agreement) and the other Investment Documents under the circumstances specifically provided herein and therein)thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Investment DocumentAgreement, neither the Agent and Collateral Agent nor the Issuing Lender shall not have any duty duties or responsibility responsibilities, except those expressly set forth herein, nor shall (i) Agent have or be deemed to have any fiduciary relationship with any Purchaser or (ii) Collateral Agent have or be deemed to have any fiduciary relationship with any Secured PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any the other Investment Document Credit Documents or otherwise exist against the Agent or Collateral Agentthe Issuing Lender.

Appointment; Authorization. (a) Each of the First Lien Administrative Agent (for itself and on behalf of each First Lien Lender Party) and each First Lien Commodity Hedge Counterparty hereby irrevocably designates and appoints CLMG as First Lien Collateral Agent under this Agreement and the other First Lien Documents. If any of the Loan Parties proposes to grant any Second Lien on the Collateral to secure its obligations under a Permitted Commodity Hedge and Power Sale Agreement, the proposed initial Second Lien Secured Parties, in consultation with the Borrower, shall appoint a collateral agent as Second Lien Collateral Agent under this Agreement and the other Second Lien Documents pursuant to a written instrument signed by such Second Lien Collateral Agent and acknowledged by the First Lien Collateral Agent and the Borrower, in which such Second Lien Collateral Agent accepts its appointment and agrees to be bound by all the terms and conditions of this Agreement and the Second Lien Documents applicable to the Second Lien Collateral Agent. Upon execution of such instrument the Second Lien Collateral Agent shall become a party hereto in its capacity as Second Lien Collateral Agent. (b) Each of the First Lien Administrative Agent (on behalf of itself and each First Lien Lender Party), each First Lien Commodity Hedge Counterparty and each Second Lien Secured Party irrevocably authorize the First Lien Collateral Agent and, upon the appointment of any such Agent, the Second Lien Collateral Agent, as applicable, to (i) Each Purchaser hereby irrevocably appointsexecute, designates deliver and authorizes perform the obligations, if any, of the First Lien Collateral Agent to or Second Lien Collateral Agent, as applicable, under this Agreement and each other Financing Document and (ii) take such action on its behalf under the provisions of this Agreement and each the other Investment Document Financing Documents and to exercise such powers and perform such duties as are expressly delegated to it such Collateral Agent by the terms of this Agreement or any and the other Investment DocumentFinancing Documents, together with such other powers as are reasonably incidental thereto thereto. As to any matters not expressly provided for in the Financing Documents (including, without limitation, enforcement or collection of the obligations of the Secured Parties), no Collateral Agent shall be required to exercise any discretion or take any action but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of (subject to Section 9.4) (A) prior to the Discharge of First Lien Obligations, the Required First Lien Secured Parties and (iiB) after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, the Required Second Lien Secured Parties, and such instructions shall be binding upon all First Lien Secured Parties and Second Lien Secured Parties, as applicable; provided, however, that no Agent shall be required to take any action that exposes such Agent to personal liability or that is contrary to this Agreement or applicable law. (c) In furtherance of the foregoing, each of the First Lien Administrative Agent (for itself and on behalf of each First Lien Lender Party), each First Lien Commodity Hedge Counterparty and each Second Lien Secured Party hereby irrevocably appoints, designates appoints and authorizes the First Lien Collateral Agent or the Second Lien Collateral Agent, as applicable, to act as its collateral agent for purposes of acquiring, holding and representative for enforcing any and all Liens on its behalf, and on behalf of the Indemnified Parties, with respect to all Collateral matters and under the Collateral Agency Agreement and the Collateral Documents. Each Purchaser and each Secured Party hereby grants to Agent and Collateral Agent all such powers and authority as are necessary, desirable or appropriate to carry out the functions and duties delegated or assigned to Agent and/or Collateral Agent hereunder and thereunder, including to take all actions as may be necessary, appropriate or desirable in the sole judgment of Agent and/or Collateral Agent to accomplish any of the foregoing (including the authority to release Collateral from the Liens created under the Collateral Documents (including the Collateral Agency Agreement) and the other Investment Documents under the circumstances specifically provided herein and therein). Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Investment Document, Agent and Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall (i) Agent have or be deemed to have any fiduciary relationship with any Purchaser or (ii) Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Investment Document or otherwise exist against Agent or Collateral Agent.granted by any