Common use of Seller Representative Clause in Contracts

Seller Representative. (a) In order to efficiently represent the interests of the Sellers with respect to all matters arising under this Agreement or any Seller Documents, (i) by virtue of the execution of this Agreement by the Sellers, each Seller appoints Panadero LP as such Seller’s true and lawful agent and attorney-in-fact to act for and on behalf of each of the Sellers in accordance with the power and authority granted under this Section 9.16, and (ii) Panadero LP accepts such appointment and agrees to act as the agent and attorney-in-fact of each Seller in accordance with this Section 9.16. Without limiting the generality of the foregoing, the Seller Representative has full power and authority, on behalf of the Sellers and their successors and permitted assigns, to (i) interpret the terms and provisions of this Agreement and all Seller Documents, (ii) execute and deliver all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the Transactions, (iii) receive service of process in connection with any claims under this Agreement, (iv) agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing, (vi) give and receive notices and communications, (v) engage counsel, accountants and other advisors for the Sellers and incur expenses on behalf of the Sellers in connection with this Agreement and the Transactions as the Seller Representative may deem appropriate, and (vii) take all actions necessary or appropriate in the sole discretion and judgment of the Seller Representative on behalf of the Sellers in connection with this Agreement.

Seller Representative. (a) In order to efficiently represent the interests of the Sellers with respect to all matters arising under this Agreement or any The Seller Documents, (i) by virtue of the execution of this Agreement by the Sellers, each Seller appoints Panadero LP Representative is hereby constituted and appointed as such Seller’s true and lawful agent and attorney-in-fact to act for and on behalf of each of the Sellers in accordance with Companies and the power and authority granted under this Section 9.16, and (ii) Panadero LP accepts such appointment and agrees to act as the agent and attorney-in-fact of each Seller in accordance with this Section 9.16Stockholders. Without limiting the generality of the foregoing, the Seller Representative has full power and authority, on behalf of the Sellers each Company and their Stockholder and its or his successors and permitted assigns, to (i) interpret the terms and provisions of this Agreement and all Seller the Related Documents, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the Transactionstransactions contemplated by this Agreement and the Related Documents, (iii) receive service of process in connection with any claims under this Agreement or the Escrow Agreement, (iv) agree to, negotiate, enter into settlements and compromises of such claims, assume the defense of claims, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing, (v) make any payment or pay any expenses under or in connection with this Agreement and any Related Document, (vi) give and receive notices and communications, (vvii) engage counsel, accountants and other advisors for the Sellers and incur expenses on behalf authorize delivery to any Buyer Indemnitee of the Sellers in connection with this Agreement Escrow Funds or any portion thereof, (viii) object to such deliveries, (ix) distribute the Escrow Funds and the Transactions as the Seller Representative may deem appropriateany earnings and proceeds thereon, and (viix) take all actions necessary or appropriate in the sole discretion and judgment of the Seller Representative on behalf of the Sellers Companies and the Stockholders in connection with this Agreement and the Escrow Agreement, including, without limitation, entering into amendments hereof and thereof.

Seller Representative. (a) In order to efficiently represent the interests of the Sellers with respect to all matters arising under this Agreement or any Each Seller Documents, (i) by virtue of the execution of this Agreement by the Sellers, each Seller hereby irrevocably appoints Panadero LP BLP as such Seller’s true and lawful representative, agent and attorney-in-attorney in fact to act for and on behalf of each of the Sellers in accordance with Sellers, and BLP is hereby the power and authority granted Seller Representative for all purposes under this Section 9.16, and (ii) Panadero LP accepts such appointment and agrees to act as the agent and attorney-in-fact of each Seller in accordance with this Section 9.16Agreement. Without limiting the generality of the foregoing, the Seller Representative has full power and authority, on behalf of the Sellers each Seller and their such Seller’s successors and permitted assigns, to (i) interpret the terms and provisions of this Agreement and all Seller Documentsthe Related Agreements, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the Transactionstransactions contemplated by this Agreement and any Related Agreement, (iii) receive service of process in connection with any claims under this Agreement or any Related Agreement, (iv) agree to, negotiate, negotiate and enter into settlements and compromises of, assume the defense of and demand arbitration claims, and comply with Orders orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing, (viv) give and receive notices and communications, (v) engage counsel, accountants and other advisors for the Sellers and incur expenses on behalf of the Sellers in connection with this Agreement and the Transactions as the Seller Representative may deem appropriate, and (viivi) take all actions necessary or appropriate in the sole discretion and judgment of the Seller Representative on behalf of the Sellers in connection with this Agreement, and (vii) authorize recovery by any the Purchaser Indemnified Party of claims brought by any the Purchaser Indemnified Party for Indemnity Losses.

Seller Representative. (a) In order to efficiently represent the interests of the The Sellers with respect to all matters arising under this Agreement or any Seller Documents, (i) by virtue of the execution of this Agreement by the Sellers, each Seller appoints Panadero LP as such Seller’s true hereby appoint and lawful agent and attorney-in-fact to act for and on behalf of each of the Sellers in accordance with the power and authority granted under this Section 9.16, and (ii) Panadero LP accepts such appointment and agrees to act constitute Xxxxxxx Xxxxx as the agent and attorney-in-fact of each “Seller in accordance with this Section 9.16. Without limiting Representative” hereunder, to exercise the generality of the foregoing, the Seller Representative has full power and authority, powers on behalf of the Sellers set forth in this Agreement, and their successors Xxxxxxx Xxxxx hereby accepts such appointment. The Sellers, by execution of this Agreement, each hereby constitute and permitted assignsappoint the Seller Representative his or her true and lawful attorney in fact, to with full power in his or her name and on his or her behalf, in the absolute discretion of Seller Representative: (i) interpret to act on behalf of the Sellers according to the terms and provisions of this Agreement and all Seller Documents, Agreement; (ii) execute and deliver all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the Transactions, (iii) receive service of process in connection with any claims under this Agreement, (iv) agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing, (vi) give and receive notices and communications, on behalf of the Sellers; (viii) engage counsel, accountants and other advisors for the Sellers and incur expenses to act on behalf of the Sellers in connection with this Agreement any matter as to which Sellers are an “Indemnified Party” or “Indemnifying Party” under Article IX; and the Transactions as the Seller Representative may deem appropriate(iv) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and (vii) take all actions necessary other instruments contemplated by or appropriate in the sole discretion and judgment of the Seller Representative on behalf of the Sellers deemed advisable in connection with this Agreement. This power of attorney, and all authority hereby conferred, is granted subject to the interests of Buyer hereunder and in consideration of the mutual covenants and agreements made herein and will be irrevocable and will not be terminated by any act of the Sellers or by operation of Law or by the occurrence of any other event. All action taken by Seller Representative hereunder will be final and binding upon the Sellers. The Sellers agree to hold the Seller Representative free and harmless from any and all loss, damage, or liability that they, or any one of them, may sustain as a result of any action taken in good faith by Seller Representative hereunder.

Seller Representative. (a) In order to efficiently represent the interests of the Sellers with respect to all matters arising under this Agreement or any The Seller DocumentsRepresentative is hereby constituted and appointed as exclusive proxy, (i) by virtue of the execution of this Agreement by the Sellersrepresentative, each Seller appoints Panadero LP as such Seller’s true and lawful agent and attorney-in-fact to act for and on behalf of each the other Sellers, with full power of the substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of and as agent for such Sellers at any time in accordance with the power and authority granted under this Section 9.16connection with, and (ii) Panadero LP accepts such appointment that may be necessary or appropriate to accomplish the intent and agrees to act as implement the agent and attorney-in-fact provisions of each Seller in accordance with this Section 9.16Agreement. Without limiting the generality of the foregoing, the Seller Representative has full power and authority, on behalf of the Sellers each Seller and their his or her successors and permitted assigns, to (i) interpret the terms and provisions of this Agreement and all Seller Documentsthe documents to be executed and delivered by the Sellers in connection herewith, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the Transactionstransactions contemplated by this Agreement, (iii) receive service of process in connection with any claims under this Agreement, (iv) agree to, negotiate, negotiate and enter into settlements and compromises of, assume the defense of and demand arbitration claims and comply with Orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing, (viv) give and receive notices and communications, (v) engage counsel, accountants and other advisors for the Sellers and incur expenses on behalf of the Sellers in connection with this Agreement and the Transactions as the Seller Representative may deem appropriate, and (viivi) take all actions necessary or appropriate in the sole discretion and judgment of the Seller Representative on behalf of the Sellers in connection with this Agreement, (vii) make any determinations and settle any matters in connection with the adjustments to the Purchase Price in Section 2.3 and Section 2.4, and (viii) use the Representative Fund Amount to pay, or establish a reserve for, any costs, fees, expenses and other liabilities incurred by the Seller Representative (in its capacity as such) in connection with this Agreement and its obligations hereunder. By executing this Agreement, the Seller Representative accepts the appointment, authority and power contemplated by this Section 11.1.

Seller Representative. (a) In order 7.1 Xxxxx X. Xxxxxx is hereby constituted and appointed as the "Seller Representative" to efficiently represent the interests of the Sellers with respect to all matters arising under this Agreement or any Seller Documents, (i) by virtue of the execution of this Agreement by the Sellers, each Seller appoints Panadero LP act as such Seller’s true and lawful agent and attorney-in-attorney in fact to act for and on behalf of each of the Sellers in accordance with the power and authority granted under this Section 9.16, and (ii) Panadero LP accepts such appointment and agrees to act as the agent and attorney-in-fact of each Seller in accordance with this Section 9.16other Stockholders. Without limiting the generality of the foregoing, the Seller Representative has full power and authority, on behalf of the Sellers each Seller and their his or her successors and permitted assigns, to (ia) interpret the terms and provisions of this Agreement and all Seller Documentsthe documents to be executed and delivered by the Sellers in connection herewith, (iib) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments amendments, and other documents required or permitted to be given in connection with the consummation of the Transactionstransactions contemplated by this Agreement, (iiic) receive service of process in connection with any claims under this Agreement, (ivd) agree to, negotiate, enter into settlements and compromises of, assume the defense of claims, and demand arbitration and comply with Orders orders of courts and awards of arbitrators with respect to such claims, claims and to take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing, (vie) give and receive notices and communications, (vf) engage counsel, accountants and other advisors for the Sellers and incur expenses on behalf of the Sellers in connection with amend this Agreement and any other agreement delivered in connection therewith to which the Transactions as the Seller Representative may deem appropriateSellers are party, and (viig) take all actions necessary or appropriate in the sole discretion and judgment of the Seller Representative on behalf of the Sellers in connection with this Agreement.

Seller Representative. (a) In order to efficiently represent the interests of the Sellers with respect to all matters arising under this Agreement or any Seller Documents, (i) by By virtue of the their execution of this Agreement by the SellersAgreement, each Seller and each Option Holder designates and appoints Panadero LP [***] (the “Seller Representative”) as such Seller’s true and lawful or such Option Holder’s agent and attorney-in-fact with full power and authority to act for and on behalf of each Seller and each Option Holder to give and receive notices and communications, to accept service of the Sellers in accordance with the power and authority granted under this Section 9.16, and (ii) Panadero LP accepts such appointment and agrees to act as the agent and attorney-in-fact of each Seller in accordance with this Section 9.16. Without limiting the generality of the foregoing, the Seller Representative has full power and authority, process on behalf of the Sellers and their successors the Option Holders pursuant to Section 7.4 and permitted assignsSection 8.12, to (i) interpret authorize and agree to adjustments to the terms Initial Purchase Price under Section 2.4 and other applicable provisions of this Agreement and all Seller Documents, (ii) execute and deliver all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the Transactions, (iii) receive service of process in connection with any claims under this Agreement, (iv) to authorize payments from the Escrow Fund and the separate escrow fund referred to in Section 5.1, to agree to, negotiate, enter into settlements and compromises of and demand arbitration of, and comply with Orders Judgments of courts or other Governmental Authorities and awards of arbitrators arbitrators, with respect to, any claims by any Purchaser Indemnified Party against any Seller or Option Holder or by any Seller or Option Holder against any Purchaser Indemnified Party, or any other dispute between any Purchaser Indemnified Party and any Seller or Option Holder, in each case relating to such claims, this Agreement or the transactions contemplated by this Agreement and to take all actions that are either (i) necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing, foregoing or (viii) give and receive notices and communications, (v) engage counsel, accountants and other advisors for specifically mandated by the terms of this Agreement. Notices or communications to or from the Seller Representative constitute notice to or from each of the Sellers and incur expenses on behalf of the Sellers in connection with this Agreement and the Transactions as the Seller Representative may deem appropriate, and (vii) take Option Holders for all actions necessary or appropriate in the sole discretion and judgment of the Seller Representative on behalf of the Sellers in connection with purposes under this Agreement.

Seller Representative. (a) In order to efficiently represent the interests of the Sellers with respect to all matters arising under this Agreement or any The Seller Documents, (i) by virtue of the execution of this Agreement by the Sellers, each Seller appoints Panadero LP Representative is hereby constituted and appointed as such Seller’s true and lawful agent and attorney-in-fact to act for and on behalf of each of the Sellers in accordance with the power and authority granted under this Section 9.16, and (ii) Panadero LP accepts such appointment and agrees to act as the agent and attorney-in-fact of each Seller in accordance with this Section 9.16other Sellers. Without limiting the generality of the foregoing, the Seller Representative has full power and authority, on behalf of the Sellers each Seller and their his, her or its successors and permitted assigns, to (i) interpret the terms and provisions of this Agreement and all Seller Documentsthe documents to be executed and delivered by the Sellers in connection herewith, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the Transactionstransactions contemplated by this Agreement, (iii) receive service of process in connection with any claims under this Agreement, (iv) agree to, negotiate, negotiate and enter into settlements and compromises of claims, assume the defense of claims, and demand arbitration and comply with Orders orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing, (viv) give and receive notices and communications, (v) engage counsel, accountants and other advisors for the Sellers and incur expenses on behalf of the Sellers in connection with this Agreement and the Transactions as the Seller Representative may deem appropriate, and (viivi) take all actions necessary or appropriate in the sole discretion and judgment of the Seller Representative Representative, on behalf of the Sellers Sellers, in connection with this Agreement, (vii) make any determinations and settle any matters in connection with the adjustments to the Purchase Price in Section 2.07, (viii) engage such counsel, experts and other agents and consultants as the Seller Representative shall deem necessary in connection with exercising the powers granted hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons, and (xi) deduct, hold back and/or redirect any funds that may be payable to any Seller pursuant to the terms of this Agreement or any agreements or documents executed and delivered in connection herewith in order to pay, or establish a reserve for, (i) any amount that may be payable by such Seller hereunder or (ii) any costs, fees, expenses and other liabilities incurred by the Seller Representative (in its capacity as such) in connection with this Agreement or its rights or obligations hereunder.

Seller Representative. (af) In order to efficiently represent the interests of the Sellers with respect to all matters arising under this Agreement or any The Seller Documents, (i) by virtue of the execution of this Agreement by the Sellers, each Seller appoints Panadero LP Representative is hereby constituted and appointed as such Seller’s true and lawful agent and attorney-in-fact to act for and on behalf of each of the Sellers in accordance with Company and the power and authority granted under this Section 9.16, and (ii) Panadero LP accepts such appointment and agrees to act as the agent and attorney-in-fact of each Seller in accordance with this Section 9.16Stockholders. Without limiting the generality of the foregoing, the Seller Representative has full power and authority, on behalf of the Sellers Company and their Stockholder and its or his successors and permitted assigns, to (i) interpret the terms and provisions of this Agreement and all Seller the Related Documents, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the Transactionstransactions contemplated by this Agreement and the Related Documents, (iii) receive service of process in connection with any claims under this Agreement or the Escrow Agreement, (iv) agree to, negotiate, enter into settlements and compromises of such claims, assume the defense of claims, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing, (v) make any payment or pay any expenses under or in connection with this Agreement and any Related Document, (vi) give and receive notices and communications, (vvii) engage counsel, accountants and other advisors for the Sellers and incur expenses on behalf authorize delivery to any Buyer Indemnitee of the Sellers in connection with this Agreement Escrow Funds or any portion thereof, (viii) object to such deliveries, (ix) distribute the Escrow Funds and the Transactions as the Seller Representative may deem appropriateany earnings and proceeds thereon, and (viix) take all actions necessary or appropriate in the sole discretion and judgment of the Seller Representative on behalf of the Sellers Company and the Stockholders in connection with this Agreement and the Escrow Agreement, including, without limitation, entering into amendments hereof and thereof.