Sellers’ Representative Sample Clauses
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Sellers’ Representative. (a) Each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative.
(b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely on the advice of counsel, pu...
Sellers’ Representative. By execution of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such...
Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, as its true and lawful agent and attorney-in-fact, with full power of substitution to act in each Seller’s name, place and stead with respect to or in connection with this Agreement and the Transaction, and to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power:
(i) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction;
(ii) to do or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and
(iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoing.
(b) The appointment of ISA as agent of the Sellers shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Se...
Sellers’ Representative. (a) Gryphon Partners 3.5, L.P. is hereby constituted and appointed as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” shall mean the representative, true and lawful agent, proxy and attorney in fact of the Company Unitholders for all purposes of this Agreement and the Escrow Agreement, with full power and authority on such Company Unitholder’s behalf (i) to consummate the transactions contemplated herein, (ii) to pay such Company Unitholder’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) to receive, give receipt and disburse any funds received hereunder on behalf of or to such Company Unitholder and each other Company Unitholder and to hold back from disbursement any such funds to the extent it reasonably determines may be necessary, (iv) to execute and deliver any certificates representing the Company Units and execution of such further instruments as Purchaser shall reasonably request, (v) to execute and deliver on behalf of such Company Unitholder all documents contemplated herein and any amendment or waiver hereto, (vi) to take all other actions to be taken by or on behalf of such Company Unitholder in connection herewith, (vii) to negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including without limitation, disputes regarding Actual Working Capital, Actual Cash, Actual Indebtedness and/or Actual Sellers’ Transactions Expenses, any adjustment pursuant to Section 2.10 or any indemnification claim under Article 9, (viii) to waive any condition to the obligations of the Company or the Company Unitholders to consummate the transactions contemplated herein, (ix) to give and receive notices on behalf of the Company Unitholders and (x) to do each and every act and exercise any and all rights which such Company Unitholder is, or the Company Unitholders collectively are, permitted or required to do or exercise under this Agreement. The Company Unitholders, by approving the principal terms of the Merger (through the execution of the Written Consent or otherwise) and/or accepting the consideration payable to them hereunder, irrevocably grant unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes ...
Sellers’ Representative. 35.2.1 The Seller shall appoint from the Signature Date until the Expiry Date, an individual (the "Seller’s Representative") whose identity shall be notified to the Buyer to act as the Seller’s duly authorized representative for all purposes connected with this Agreement. The Seller shall notify the Buyer in writing forthwith upon the replacement at any time of the Seller’s Representative and such replacement shall not be effective until such notice has been given.
35.2.2 Any notice, instruction or information required to be given by or made to the Seller shall only be valid if given by the Seller’s Representative or delivered to the Seller’s Representative.
Sellers’ Representative. (a) The Sellers hereby designate [*] from and after the date hereof as their representative (the “Sellers’ Representative”) and as their attorney-in-fact with full power of substitution to do all things and perform all acts on behalf of such Sellers, and to otherwise represent the Sellers, in connection with this Agreement, the other Transaction Documents and the Transaction contemplated hereby and thereby, other than in connection with breaches by a Seller of Sections 4.1 through 4.4 or the breach by an individual Seller of Sections 6.2, 10.1, 10.2 or 10.4, which shall be the sole responsibility of such Seller, including:
(i) executing and delivering, on behalf of each Seller, and accepting delivery of, on behalf of such Seller, such documents as may be deemed by the Sellers’ Representative, in its sole discretion, to be appropriate to consummate this Agreement;
(ii) (A) disputing or refraining from disputing, on behalf of each Seller, any claim made by Purchaser under this Agreement; (B) negotiating and compromising, on behalf of each Seller, any dispute that may arise hereunder, and exercising or refraining from exercising any remedies available under this Agreement; and (C) executing, on behalf of each Seller, any settlement agreement, release or other document with respect to such dispute or remedy;
(iii) waiving, on behalf of each Seller, any closing condition contained in Sections 2.2, 2.3 and 2.4 of this Agreement and giving or agreeing to, on behalf of such Seller, any and all consents, waivers, amendments, or modifications, deemed by the Sellers’ Representative, in its sole discretion, to be necessary or appropriate, under this Agreement, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith;
(iv) negotiating with Purchaser regarding, and otherwise making all decisions relating to, the Final Closing Adjustment and the final determination of the Closing Date Merger Consideration;
(v) negotiating and agreeing to the resolution of all claims for indemnification hereunder;
(vi) giving and receiving, on behalf of the Sellers, all notices required to be given hereunder with respect to such Sellers; and
(vii) taking any and all other actions contemplated to be taken by or on behalf of the Sellers under this Agreement or under the other Transaction Documents.
(b) By the Sellers’ Representative’s execution of this Agreement, the Sellers’ Representative accepts the appointment as the Sellers’ R...
Sellers’ Representative. (a) Seller shall be responsible to Company for acts and omissions of all employees and subcontractors, at any tier, their agents and employees and all other persons performing any work under a subcontract with Seller, at any tier, or who is under the direct supervision of Seller in the performance of the work.
(b) Seller’s Representative shall be assigned to the work site and shall have authority to receive notices and instructions on ▇▇▇▇▇▇’s behalf and shall be in charge of and responsible for the work. Seller’s Representative shall render approvals and decisions promptly and furnish information expeditiously and in time to meet required performance schedule.
(c) Seller’s superintendence staff not otherwise designated as Key Personnel shall not be removed or replaced without the expressed written permission of Company. In cases where Seller has identified the need to remove or replace these project superintendence personnel, Seller shall notify the Subcontract Administrator in writing 10 days prior to the change. Seller’s notification shall be accompanied by resumes of those persons being considered by Seller as replacements. Company shall issue its written approval of all superintendence personnel replacements prior to their assignment to the work.
Sellers’ Representative. 4.5.1. The Sellers shall at all times appoint the Operator to act as the Sellers’ Representative. At the date of this Contract, GSPCL is the Sellers’ Representative. If GSPCL or any subsequent Sellers' Representative ceases to be the Operator under the PSC and JOA and a new Operator is appointed in its place, the Sellers shall appoint the new Operator as the Sellers’ Representative. The Sellers shall notify the Buyer as soon as is reasonably practicable of any change in the Sellers’ Representative.
4.5.2. Without prejudice to any of the Sellers’ obligations under this Contract, the Sellers’ Representative shall have the sole authority to do the following things on behalf of the Sellers:
a) to make arrangements with the Buyer concerning the administration of, or procedures to be followed under, this Contract;
b) to render or receive any statements and invoices (together with any payments thereunder) to or from the Buyer and to make any amendments to any of those statements or invoices as may be necessary from time to time under this Contract;
c) to represent the Sellers in the verification of any witness tests under this Contract;
d) to make any adjustments to any measurement and testing equipment of the Sellers;
e) to give and receive notices under this Contract;
f) to accept service of process from the Buyer for and on behalf of any one or more of the Sellers in relation to any action or suit brought by the Buyer in connection with this Contract; and
g) to execute service of process on the Buyer for and on behalf of any one or more of the Sellers in relation to any action or suit brought by them in connection with this Contract.
4.5.3. Any act or omission of the Sellers’ Representative in performing any matter under Article
Sellers’ Representative. Sellers hereby designate the Sellers' Representative to execute any and all instruments or other documents on behalf of Sellers, and to do any and all other acts or things on behalf of Sellers, which the Sellers' Representative may deem necessary or advisable, or which may be required pursuant to this Agreement or otherwise, in connection with the consummation of the transactions contemplated hereby and the performance of all obligations hereunder at or following the Closing. Without limiting the generality of the foregoing, Sellers' Representative shall have the full and exclusive authority to
(i) agree with Buyer with respect to any matter or thing required or deemed necessary by Sellers' Representative in connection with the provisions of this Agreement calling for the agreement of Sellers, give and receive notices on behalf of all Sellers, and act on behalf of Sellers in connection with any matter as to which Sellers are or may be obligated under this Agreement, all in the absolute discretion of Sellers' Representative, (ii) in general, do all things and perform all acts, including without limitation executing and delivering all agreements, certificates, receipts, consents, elections, instructions, and other instruments or documents contemplated by, or deemed by Sellers' Representative to be necessary or advisable in connection with, this Agreement, and (iii) take all actions necessary or desirable in connection with the defense and/or settlement of any indemnification claims pursuant to Article 9 and performance of obligations under Article 2, including to withhold funds for satisfaction of post-Closing liabilities. Sellers shall cooperate with Sellers' Representative and any accountants, attorneys or other agents whom it may retain to assist in carrying out its duties hereunder. All decisions by Sellers' Representative shall be binding upon all Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Sellers' Representative may communicate with any Seller or any other Person concerning his responsibilities hereunder, but it is not required to do so. Sellers' Representative has a duty to serve in good faith the interests of Sellers and to perform its designated role under this Agreement, but Sellers' Representative shall have no financial liability whatsoever to any Person relating to its service hereunder (including any action taken or omitted to be taken), except that it shall be liable for harm which it...
Sellers’ Representative. 16.1 Each of the Sellers who are a party to this Agreement (excluding the Fund Sellers) hereby irrevocably appoints the Sellers’ Representative as the representative of the Sellers to act on their behalf for all purposes under or in connection with this Agreement and the Transaction Documents, including without limitation for the purposes of:
16.1.1 accepting notices on behalf of the Sellers in accordance with Clause 19;
16.1.2 delivering payment instructions to the Buyer in connection with the payment of the Consideration;
16.1.3 determining the Proportionate Share payable to each Seller, including pursuant to Clause 3.1.2;
16.1.4 agreeing with the Buyer on the final Completion Statement;
16.1.5 agreeing with the Buyer on any Claims, Tax Warranty Claims, Tax Covenant Claims, Fundamental Warranty Claims or other claims pursuant to the Transaction Documents;
16.1.6 delivering to and consulting with the Buyer on any Allocation Schedule or Final Allocation Schedule;
16.1.7 granting any consent or approval, or signing any amendment or settlement, on behalf of the Sellers under or relating to this Agreement and the Transaction Documents;
16.1.8 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 payment of the costs and expenses incurred with respect to the transaction contemplated by this Agreement and the Transaction Documents; and
16.1.9 generally taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement to be performed by the Sellers or the Sellers’ Representative on behalf of the Sellers.
16.2 Each Seller hereby irrevocably (by way of security for the performance of its obligations under this Agreement) appoints the Sellers’ Representative as its attorney with full authority on its behalf and in the Seller’s name or otherwise to do all acts and to execute and deliver such documents or deeds as required by law or as may, in the reasonable opinion of the Sellers’ Representative, be required to give effect to the matters described in Clause 16.1.