Appointment of Sellers’ Representative. (a) By delivery of a duly executed Letter of Transmittal, each of the Sellers irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability company, as its true and lawful attorney-in-fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as such Seller's agent (with full power of substitution), to take such action on such Seller's behalf with respect to all matters relating to this Agreement and the Transactions, including without limitation, to negotiate, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents to effect any of the Transactions and to take all actions necessary or appropriate in connection with the foregoing. All decisions and actions by the Sellers' Representative, including any agreement between the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative shall incur no liability to the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellers. Sellers' Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Sellers' Representative.
Appointment of Sellers’ Representative. (a) Seller hereby designates, appoints and authorizes any two members of Seller's management board ("SELLER'S REPRESENTATIVE") to serve as Seller's exclusive representative and attorney-in-fact to make any and all decisions, grant or withhold any and all consents and waivers, give or accept any and all instructions and notices, and take any and all other actions as are contemplated to be taken by or on behalf of Seller by the terms of this Agreement or any Transaction Document.
Appointment of Sellers’ Representative. Each of the Sellers hereby appoints Xxxxx X. Xxxx (the "Sellers' Representative") with full power and authority to act as the agent of such Seller in connection with the provisions of this Agreement and to perform all acts required thereunder, including, but not limited to, making all decisions relating to the exercise of the Option pursuant to Section 1.2 hereof or the resolution and settlement of any disputes under Section 1.2 hereof relating to the determination of Additional Consideration thereunder, including, without limitation, receiving and delivering all notices, giving all approvals and waivers, entering into all amendments and exercising all rights of Sellers thereunder. If the Sellers' Representative shall die, become totally incapacitated, shall otherwise be unable to perform his or her duties or shall resign from such position, the Sellers who represent a majority percentage of the Shares sold on the Closing Date pursuant to Section 1.1 hereof shall appoint a new Sellers' Representative to fill such vacancy and written notice of such action shall be given to the Purchaser and all Sellers. All decisions and actions of the Sellers' Representative shall be binding upon all of the Sellers and no Seller shall have the right to object, dissent from, protest or otherwise contest the same. The Purchaser shall be permitted to rely upon any written instrument or document executed on behalf of the Sellers' Representative.
Appointment of Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx as the initial true and lawful agent and attorneys-in-fact (the “Sellers’ Representative”) of the Sellers with full authority and power of substitution to act in the name, place and stead of such Sellers with respect to the consummation of the transactions contemplated hereunder.
Appointment of Sellers’ Representative. (a) The Selling Parties hereby designate Xxxx X. Xxxxxxx, or such other Person as shall be designated in writing by the Selling Parties (the “Sellers’ Representative”), to serve as the representative of the Selling Parties with respect to the matters expressly set forth in this Agreement or the Transaction Documents to be performed by the Sellers’ Representative.
Appointment of Sellers’ Representative. (a) Subject to Section 1.12(f), each of the Sellers hereby irrevocably appoints and designates the Sellers’ Representative as his, her or its true and lawful attorney in fact, with full power and authority, including power of substitution, to, in its sole and absolute discretion, which is granted to the Sellers’ Representative:
Appointment of Sellers’ Representative. (a) By the execution and delivery of this Agreement, Sellers irrevocably constitute and appoint Sellers’ Representative as their respective representative true and lawful agent and attorney-in-fact hereunder with full power of substitution to act in the name, place and stead of Sellers (and of each of them) (1) subject to the Laws applicable to the Interests, with respect to the transfer of the Interests in accordance with the terms and provisions of this Agreement; (2) to act on behalf of Sellers (and each of them) in any litigation, arbitration or other action or proceeding under this Agreement or otherwise arising out of the transactions contemplated hereby, and (3) to do or refrain from doing all such further acts and things and to execute all documents and instruments, in each case, as Sellers’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement. The power of Sellers’ Representative under the foregoing appointment will include the power:
Appointment of Sellers’ Representative. Each Seller hereby irrevocably authorizes and appoints Xxxxxxx X. Xxxxxxx (the “Sellers’ Representative”) as such Seller’s representative and attorney-in-fact to act in the capacity contemplated by this Agreement. If the Sellers’ Representative or any successor shall resign, die or become unable to act as Sellers’ Representative, a replacement shall be promptly appointed by a writing signed by Sellers who hold a majority of the Shares being sold hereby, which replacement shall thereafter be the Sellers’ Representative with the same powers and duties as the previous Sellers’ Representative. Sellers’ Representative shall not be liable to any Seller or any other person for anything which he may do or refrain from doing in connection with this Agreement except in the event of fraud, or willful misconduct by Sellers’ Representative. In connection with the exercise of his duties, Sellers’ Representative will be entitled to consult with and rely upon legal counsel and other professional advisors, with the costs thereof to be allocated among the Sellers, and Sellers’ Representative will have no liability hereunder for actions taken in good faith reliance upon the advice of such advisors.
Appointment of Sellers’ Representative. Each Seller hereby irrevocably appoints TFM as the sole and exclusive agent, proxy and attorney-in-fact for such Seller for all purposes of this Agreement, with full and exclusive power and authority to act on such Seller’s behalf (the “Seller’s Representative”). The appointment of the Sellers’ Representative hereunder is coupled with an interest, shall be irrevocable and shall not be affected by the death, incapacity, insolvency, bankruptcy, illness or other inability to act of any Seller. Each Seller may, by notice pursuant to Section II.8, designate any other entity to act as the Sellers’ Representative under this Agreement.
Appointment of Sellers’ Representative. Stockholders and Grandi hereby irrevocably appoint Xxxxxx Xxxxxxxxx, Jr. (“Sellers Representative”), as Stockholders’ and Grandi’s representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of Stockholders and Grandi, and to act on behalf of Stockholders and Grandi in all matters involving this Agreement, including, without limitation, the power: (a) to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with any notices under this Agreement; (b) to execute and deliver all ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with this Agreement; and (c) to act for each Seller and Grandi with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any claim on behalf of Stockholders and Grandi, to bring and transact matters of litigation and to refer matters to arbitration.
