Relationship Among the Sellers. (a) Each Seller and the Company (solely with respect to any actions to be taken prior to the Closing) hereby irrevocably appoints the Sellers’ Representative as its agent and representative to act as the agent and on behalf of such Sellers and the Company (solely with respect to any actions to be taken prior to the Closing) regarding any matter relating to or under this Agreement or the Escrow Agreement, including for the purposes of:
Relationship Among the Sellers. (a) Each Seller hereby irrevocably appoints the Sellers' Representative as the sole representative of the Sellers to act as the agent and on behalf of such Sellers regarding any matter relating to or under this Agreement, including for the purposes of: (i) making decisions with respect to the determination of Working Capital, Company Indebtedness, and Company Transaction Expenses under Section 1.04; (ii) determining whether the conditions to closing in Article VI have been satisfied and supervising the Closing, including waiving any condition, as determined by the Sellers' Representative, in its sole discretion; (iii) taking any action that may be necessary or desirable, as determined by the Sellers' Representative, in its sole discretion, in connection with the termination of this Agreement in accordance with Section 9.10; (iv) taking any and all actions that may be necessary or desirable, as determined by the Sellers' Representative, in its sole discretion, in connection with the amendment of this Agreement in accordance with Section 9.11; (v) accepting notices on behalf of the Sellers in accordance with Section 9.06 (other than with respect to notice of an indemnity claim made against the Partners Group Sellers); (vi) taking any and all actions that may be necessary or desirable, as determined by the Sellers' Representative, in its sole discretion, in connection with negotiating or entering into settlements and compromises of any disputes relating to the determination of the Adjustment Amount pursuant to Section 1.04 or any claim for indemnification pursuant to Article VIII (other than with respect to an indemnity claim made against the Partners Group Sellers); (vii) executing and delivering, on behalf of the Sellers, any and all notices, documents or certificates to be executed by the Sellers, in connection with this Agreement and the transactions contemplated hereby; and (viii) granting any consent, waiver or approval on behalf of the Sellers under this Agreement. As the representative of the Sellers under this Agreement, the Sellers' Representative shall act as the agent for all Sellers, shall have authority to bind each such Person in accordance with this Agreement, and Buyer may rely on such appointment and authority until the receipt of notice of the appointment of a successor upon two (2) Business Days' prior written notice to Buyer. Buyer may conclusively rely upon, without independent verification or investigation, all decisions made by the Sel...
Relationship Among the Sellers. Each Seller is entering into this Agreement solely as to that portion of the Assets owned by it, and no Seller makes any representations or warranties or undertakes any liabilities or obligations with respect to any other Seller, any of the Assets owned by any other Seller or any aspect of the Business conducted by any other Seller. Unless the context clearly requires otherwise, whenever a representation, warranty or covenant is made herein by a “Seller” it shall be deemed to be made only by the Seller that owns the applicable Assets or Seller Company or conducts or formerly conducted (as applicable) the Business to which the representation, warranty or covenant pertains. For purposes of clarity, (a) BP Products is only making representations herein and providing warranties and covenants herein relating to the Refinery Business and the Refinery Assets, the Cogen Company Business and the Cogen Company Assets, the Terminals Assets and the Retail Assets and the related Seller Companies, and (b) BP Pipelines is only making representations herein and providing warranties and covenants herein relating to the Texas Pipelines System Assets and the related Seller Companies.
Relationship Among the Sellers. By virtue of the execution of this Agreement, each of the Sellers shall be deemed to have agreed to appoint the Majority Seller as its agent and attorney-in-fact, to take all actions under this Agreement that are to be taken by the Sellers, including to amend this Agreement, to waive any provision of this Agreement, to negotiate payments due pursuant to Article 8, to give and receive notices and communications, to authorize payment to any Indemnified Party in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Party against any Seller or by any such Seller against any Indemnified Party or any dispute between any Indemnified Party and any such Seller, in each case relating to this Agreement or CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Majority Seller for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. A decision, act, consent or instruction of the Majority Seller, including an amendment, extension or waiver of this Agreement, shall constitute a decision of the Sellers and shall be final, binding and conclusive upon the Sellers; and Buyer may rely upon any such decision, act, consent or instruction of the Majority Seller as being the decision, act, consent or instruction of the Sellers. The Buyer is hereby relieved from any liability to any person for any decision, act, consent or instruction of the Majority Seller. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
