Common use of Seller Representative Clause in Contracts

Seller Representative. The execution of this Agreement by each Seller shall constitute approval as of the date hereof of the appointment of R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to act as the representative of the Sellers (the “Seller Representative”). The Seller Representatives shall have unlimited authority and power to act on behalf of each Seller with respect to this Agreement, and all matters relating hereto, including the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement. Such Sellers will be bound by all actions taken by the Seller Representative in connection with this Agreement and the Purchaser shall be entitled to rely on any action or decision of the Seller Representative. The Seller Representative will incur no liability with respect to any action taken or suffered by him, nor for any inaction, except his own willful misconduct or gross negligence. In all questions arising under this Agreement, the Seller Representative may rely on the advice of counsel, and the Seller Representative will not be liable to any Seller for anything done, omitted or suffered in good faith by the Seller Representative based on such advice. The Seller Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. The foregoing constitutes an unconditional and irrevocable power of attorney, coupled with an interest, granted by each Seller to Seller Representative to execute and deliver all other instruments and take all other actions, on such Seller’s behalf (including in such Seller’s capacity as a creditor of the Company), necessary or convenient to effectuate the transactions contemplated by this Agreement.

Seller Representative. The execution of this Agreement by each Seller shall constitute approval as of the date hereof of the appointment of R▇▇▇▇▇Sellers hereby appoint A▇ ▇. ▇▇▇▇▇▇▇▇▇ to act as the their representative of the Sellers (the “Seller Representative”). The Seller Representatives , who shall have unlimited full power and authority to make all decisions relating to the Statement provided in Section 2.3 and power the defense and/or settlement of any claims for which the Sellers may be required to act on behalf of each Seller with respect so indemnify the Buyer (and vice versa) and to this Agreement, take such other actions (and all matters relating hereto, including the disposition, settlement any other actions reasonably related or other handling of all indemnification claims, rights or obligations arising from and taken pursuant ancillary thereto) provided herein to this Agreement. Such Sellers will be bound by all actions taken by the Seller Representative. If the Seller Representative in connection with this Agreement shall die, become totally incapacitated or resign from such position, the remaining Sellers shall select another member from among the selling group (or their heirs, executors, administrators or personal representatives) to fill such vacancy. All decisions and the Purchaser shall be entitled to rely on any action or decision of actions by the Seller Representative. The , including, without limitation, any agreement between the Seller Representative will incur and the Buyer relating to the determination of Adjusted Profit or Loss, the defense or settlement of any claims for which the Sellers may be required to so indemnify Buyer, any decision, action or agreement to be made or taken under the Escrow Agreement, any amendment to this Agreement or the Escrow Agreement or any other action provided herein to be taken by the Seller Representative, shall be binding upon all of the Sellers, and no liability with respect Seller shall have the right to any action taken object, dissent, protest or suffered by him, nor for any inaction, except his own willful misconduct or gross negligenceotherwise contest the same. In all questions arising under By their execution of this Agreement, the Seller Representative may rely on Sellers shall be deemed to have agreed that (i) the advice provisions of counselthis Section 8.6 are independent and severable, are irrevocable and the Seller Representative will not be liable to any Seller for anything done, omitted or suffered in good faith by the Seller Representative based on such advice. The Seller Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. The foregoing constitutes an unconditional and irrevocable power of attorney, coupled with an interest, granted by each interest and shall be enforceable notwithstanding any rights or remedies that any Seller to Seller Representative to execute and deliver all other instruments and take all other actions, on such Seller’s behalf (including may have in such Seller’s capacity as a creditor of the Company), necessary or convenient to effectuate connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Section 8.6 would be inadequate, (iii) the Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if it brings an action to enforce the provisions of this Section 8.6, (iv) the provisions of this Section 8.6 shall be binding upon the heirs, executors, administrators, personal representatives and successors of each Seller and (v) any references in this Agreement to a Seller or Sellers shall mean and include the successors to the Sellers’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. All fees and expenses incurred by the Seller Representative shall be paid by the Sellers.

Seller Representative. The execution of this Agreement by each Seller shall constitute approval as of the date hereof of the appointment of R▇▇▇▇▇▇ ▇▇Sellers hereby appoint ▇▇▇▇▇▇▇▇ to act Realty, acting by or through any one or more of its duly authorized officers, as the their representative of the Sellers (the “Seller Representative”). The Seller Representatives shall have unlimited authority and power ) to act on behalf of each Seller for the Sellers with respect to all matters relating to this Agreement, including, without limitation, the (a) waiver of one or more of the conditions set forth herein; (b) amendment or modification of this Agreement or any other document delivered in connection herewith; (c) exercise of any right or remedy hereunder; (d) grant or denial of any consent or approval; and (e) receipt or delivery of all matters relating heretonotices, including the dispositionrequests, settlement demands or other handling of all indemnification claims, rights communications required or obligations arising from and taken pursuant to permitted under this Agreement. Such Sellers will be bound by all actions taken by The appointment of the Seller Representative is coupled with an interest, is irrevocable and shall not be revoked by, and shall survive, the liquidation, dissolution or bankruptcy of any Seller. The Purchase Price (after giving effect to all adjustments and allocations as herein provided) shall be paid to the Seller Representative or as it may direct on behalf of and for the benefit of all of the Sellers. The Seller Representative, in connection turn, will remit to each other Seller hereunder so much of the Purchase Price as each such other Seller may be entitled to receive. The Purchaser shall have no responsibility with this Agreement respect to the distribution of the Purchase Price among or to the Sellers except for the payment thereof to the Seller Representative and the Purchaser shall be entitled to rely on any action direction, consent, agreement or decision of the Seller Representative. The Seller Representative will incur no liability with respect to any action taken other communication (written or suffered by him, nor for any inaction, except his own willful misconduct or gross negligence. In all questions arising under this Agreement, oral) from the Seller Representative may rely as binding on the advice each Seller, without duty of counsel, and the Seller Representative will not be liable to any Seller for anything done, omitted or suffered in good faith by the Seller Representative based on such advice. The Seller Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. The foregoing constitutes an unconditional and irrevocable power of attorney, coupled with an interest, granted by each Seller to Seller Representative to execute and deliver all other instruments and take all other actions, on such Seller’s behalf (including in such Seller’s capacity as a creditor of the Company), necessary or convenient to effectuate the transactions contemplated by this Agreementinquiry.

Seller Representative. The execution (a) By the adoption of the Mergers and approval of this Agreement pursuant to the DGCL, the Act, the GA Stockholder Consent and Agreement and the GBOS Stockholder Consent and Agreement, and by each Seller receiving the benefits in connection herewith, including the consideration payable hereunder, the Sellers shall be deemed to have irrevocably appointed and constituted, and hereby irrevocably appoint and constitute approval Shareholder Representative Services LLC, as of the date hereof Closing, as representative, agent, proxy and attorney-in-fact, with full power of substitution, to act on behalf of the appointment Sellers for all purposes in connection with this Agreement and the agreements ancillary hereto (the “Seller Representative”), including the full power and authority to act on the Sellers’ behalf as provided in Section 2.14(b). The Sellers, by approving this Agreement, further agree that such agency, proxy and attorney-in-fact are coupled with an interest, are therefore irrevocable without the consent of Rthe Seller Representative, except as provided in Section 2.14(c), and shall be binding upon the successors, heirs, executors, administers and legal representatives of each Seller and shall not be affected by, and shall survive, the death, incapacity, bankruptcy, dissolution or liquidation of any Seller. All decisions, actions, consents and instructions by the Seller Representative shall be binding upon all of the Sellers, and no Seller shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction. Parent, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 shall be entitled to rely on any decision, action, consent or instruction of the Seller Representative as being the decision, action, consent or instruction of the Sellers, and Parent, NewCo 1, NewCo 2, NewCo 3 and NewCo 4 are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. (b) The Seller Representative shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement. Without limiting the generality of the foregoing, the Seller Representative shall have full power, authority and discretion to (i) consummate the transactions contemplated under this Agreement and the Ancillary Agreements; (ii) negotiate disputes arising under, or relating to, this Agreement and the Ancillary Agreements (including pursuant to Section 2.11 hereof); (iii) authorize the disbursement to the Sellers any funds payable to the Sellers under this Agreement or the Ancillary Agreements (including pursuant to Section 2.11 hereof); (iv) withhold any amounts payable to the Sellers under this Agreement or otherwise to satisfy any and all obligations or liabilities incurred by the Sellers or the Seller Representative in the performance of their duties hereunder (including pursuant to Section 2.11 and Section 2.14 hereof); (v) execute and deliver any amendment or waiver to this Agreement and the Ancillary Agreements (without the prior approval of the Sellers); and (vi) take all other actions to be taken by or on behalf of the Sellers in connection with this Agreement and the Ancillary Agreements. (c) The Seller Representative may resign at any time. In the event of the death, incapacity, resignation or removal of the Seller Representative, a new Seller Representative shall be appointed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is then unavailable, by ▇▇▇ ▇▇▇), with the prior consent of Parent, not to act as the representative be unreasonably withheld, conditioned or delayed. Notice of the Sellers appointment of such new Seller Representative shall be sent to Parent, such appointment to be effective upon the date such consent is received by Parent; provided, that until such notice is received, Parent, NewCo ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ 4, the GA Surviving Entity and the GBOS Surviving Entity, as applicable, shall be entitled to rely on the decisions, actions, consents and instructions of the prior Seller Representative as described in Section 2.14(a). (the “Seller Representative”). d) The Seller Representatives Representative shall have unlimited authority and power to act on behalf of each Seller with respect to this Agreement, and all matters relating hereto, including use the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement. Such Sellers will be bound by all actions taken Expense Fund only for expenses incurred by the Seller Sellers Representative in the performance of its duties in connection with this Agreement and the Purchaser shall be entitled agreements ancillary hereto. The Sellers will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to rely on the Seller Representative any action ownership right that they may otherwise have had in any such interest or decision earnings. The Seller Representative will hold the Expense Fund separate from its corporate funds and will not voluntarily make such funds available to creditors in the event of bankruptcy. As soon as practicable following the completion of the Seller Representative’s responsibilities in connection herewith, the Seller Representative will cause (at the Sellers’ expense) the disbursement of any remaining balance of the Expense Fund to the Sellers (in accordance with their Allocated Shares), except, if any, in the case of payments to employees or former employees of the Group Companies for which employment tax withholding is required, which such amounts shall be delivered to Parent, the GA Surviving Entity or the GBOS Surviving Entity and paid through Parent’s or such surviving entity’s payroll processing service or system. For tax purposes, the Expense Fund will be treated as having been received, and voluntarily set aside, by the Sellers at the time of Closing. The parties agree that the Seller Representative is not responsible for any tax reporting or withholding in connection with the distribution of the Expense Fund. (e) The Seller Representative will incur no liability in connection with respect its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Seller Representative shall not be liable for any action taken or omission pursuant to the advice of counsel. The Sellers shall indemnify the Seller Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by him, nor for any inaction, except his own the gross negligence or willful misconduct or gross negligence. In all questions arising under this Agreementof the Seller Representative, the Seller Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may rely on the advice of counsel, and the Seller Representative will not be liable to any Seller for anything done, omitted or suffered in good faith recovered by the Seller Representative based on from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Sellers under this Agreement at such advice. The time as such amounts would otherwise be distributable to the Sellers; provided, that while the Seller Representative may be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will not the Seller Representative be required to take advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any action involving any expense unless restrictions or limitations on liability or indemnification obligations of, or provisions limiting the payment of such expense is made or recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided for in a manner satisfactory to himthe Seller Representative hereunder. The foregoing constitutes an unconditional and irrevocable power indemnities will survive the Closing, the resignation or removal of attorney, coupled with an interest, granted by each Seller to the Seller Representative to execute and deliver all other instruments and take all other actions, on such Seller’s behalf (including in such Seller’s capacity as a creditor or the termination of the Company), necessary or convenient to effectuate the transactions contemplated by this Agreement.