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. (a) Each Seller and each U.S. Partnership hereby irrevocably appoints Macquarie Infrastructure Partners Inc. (“MIP Inc.”) as such Seller’s and as such U.S. Partnership’s representative, attorney-in-fact and agent (as such, the “Sellers’ Representative”), with full power of substitution to act in the name, place and stead of such Seller or U.S. Partnership, as the case may be, with respect to the Securities Purchase and the Merger and to act on behalf of such Seller, or U.S. Partnership, in any amendment of or litigation or arbitration involving this Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Sellers’ Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement, including the power:
(i) to take any action required or permitted to be taken by the Sellers’ Representative as expressly set forth in this Agreement, including to make all determinations in respect of the Base Purchase Price and Final Purchase Price and the portions thereof payable to the U.S. Partnerships and the Management Holders in accordance with Article 2;
(ii) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of Sellers or the U.S. Partnerships to consummate the Securities Purchase and the Merger;
(iii) to negotiate, 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 the Securities Purchase and the Merger (it being understood that such Sellers, shall execute and deliver any such documents which the Sellers’ Representative agrees to execute);
(iv) to terminate this Agreement if Sellers are entitled to do so;
(v) 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 the any claims under this Agreement, including service of process in connection with arbitration; and
(vi) to take all actions which under this Agreement that may be taken by Sellers and to do or refrain from doing any further act or deed on behalf of Sellers which the Sellers’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as such Sellers could do if personally present. Notwithstanding the fo...
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.
Sellers’ Representative. (a) Each of the Sellers hereby appoints ----------------------- ▇▇▇▇▇▇ Capital Corporation ("Sellers' Representative") or its designee (as ----------------------- appointed in writing), as the agent, proxy, and attorney-in-fact for the Sellers for all purposes under this Agreement (including without limitation full power and authority to act on the Sellers' behalf) to take any action, should it elect to do so in its sole discretion, (i) to consummate the transactions contemplated under this Agreement, (ii) in the event of such consummation, to receive on behalf of the Sellers each of such Seller's Cash Consideration, (iii) to pay out of each Seller's Cash Consideration his or its Seller's Percentage of all costs, expenses and fees incurred by or on behalf of the Sellers in connection with the transactions contemplated by this Agreement and to pay to the Sellers his or its Seller's Percentage of the Cash Consideration, (iv) to conduct or cease to conduct, should it elect to do so in its sole discretion, the defense of all claims against any of the Sellers in connection with this Agreement other than claims under 11.1.1(i) or 11.1.1(iii) of this Agreement, and settle all such claims in its sole discretion on behalf of all the Sellers and exercise any and all rights which the Sellers are permitted or required to do or exercise under this Agreement, and (v) to execute and deliver, should it elect to do so in its sole discretion, on behalf of the Sellers any amendment to this Agreement so long as such amendments shall apply to all parties to this Agreement, and to take all other actions to be taken by or on behalf of the Sellers and exercise any and all rights which the Sellers are permitted or required to do or exercise under this Agreement; provided, however, that (a) the Sellers' Representative -------- ------- shall have no authority to enter into any settlement of any claim under clause (iv) above or to execute and deliver any amendment to this Agreement under clause (v) above on behalf of above Sellers (the "Individual Sellers") other ------------------ than MLA I, MLA II, MLA III, SLA I, SLA II and BCC ISI (collectively, the "BCC --- Sellers"), without the consent of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, (b) the Sellers' ------- Representative shall have no obligation to conduct any defense or settle any claim or enter into any amendment or take any other action whatsoever on behalf of any Seller under this Section 14.6 or otherwise in its capacity as Sellers' Representativ...
Sellers’ Representative. (a) Each Seller hereby appoints Clean Streak Ventures Holdco, LLC as its, his or her agent and attorney-in-fact, as Sellers’ Representative for and on behalf of the Sellers relating to this Agreement and the Transactions:
(i) to give and receive notices and communications,
(ii) to receive service of process with respect to any claim under this Agreement,
(iii) to agree to, negotiate, execute and deliver agreements, consents, waivers, documents and instruments, including amendments, extensions and waivers to this Agreement,
(iv) to agree to, negotiate and authorize payments in connection with the Purchase Price, the Purchase Price Adjustment and any other payments pursuant to the terms of this Agreement, and receive and disburse such payments to the Sellers,
(v) to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims,
(vi) to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any claim by Buyer or any of Buyer’s Affiliates or any dispute under this Agreement, and
(vii) to take or refrain from taking all other action, and execute and deliver all additional agreements, documents, certificates and instruments, as Sellers’ Representative may deem necessary or appropriate in connection with the Transactions. Such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of Sellers’ Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Seller.
(b) Such agency may be changed by the Sellers from time to time upon not less than twenty (20) calendar days prior written notice to Buyer; provided that Sellers’ Representative may not be removed unless a majority in interest of the Sellers (calculated on the basis of pro rata percentages of net proceeds of the Purchase Price received by each Seller) agree to such removal and to the identity of the substituted agent or agents. Sellers’ Representative may resign at any time upon not less than thirty (30) calendar days’ prior written notice to Buyer, but in any event, not prior to the appointment of a substitute Sellers’ Representative. A vacancy in the position of Sellers’ Representative may be filled by the affirmative vote of a majority in interest of the Sellers (calculated on the basis of the Allocation Percentages). No bond shall be...
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. Each Seller hereby appoints Continental Materials Corp. as the “Sellers Representative” to act as the agent of the Sellers with the full power (i) to resolve all questions, disputes, conflicts and controversies concerning Losses, the Purchase Price Adjustment and the allocation of the Purchase Price as provided in this Agreement, (ii) to execute and enter into, on behalf of the Sellers, the Escrow Agreement, and to take all actions thereunder for and on their behalf, including but not limited the authorization of payments of amounts held under the Escrow Agreement in connection with Losses as provided herein and therein, (iii) to negotiate and/or settle all claims under this Agreement or the Escrow Agreement, (iii) to receive from the Buyer monies payable to the Sellers in accordance with the provisions of this Agreement and the Escrow Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents on the Sellers’ behalf in connection with this Agreement and the Escrow Agreement, as the Sellers Representative, in its sole discretion, deems proper and (vi) to perform all of the functions of the Sellers Representative under this Agreement and the Escrow Agreement. The Buyer and the Escrow Agent are entitled to rely on the acts and agreements of the Sellers Representative as the acts and agreements of the Sellers. The Sellers Representative shall be entitled to retain counsel and to incur such reasonable expenses (including court costs and reasonable attorney’s fees and expenses) as the Sellers Representative deems to be reasonably necessary or appropriate in connection with its performance of its obligations under this Agreement and the Escrow Agreement, and all such fees and expenses incurred by the Sellers Representative shall be borne by each Seller. Subject to and in accordance with the provisions of the Escrow Agreement, the fees and expenses incurred by the Sellers Representative pursuant to this Section 7.01 shall be paid by the Sellers directly to the Sellers Representative and shall not be paid from the Escrow Fund.
Sellers’ Representative. Each Seller irrevocably appoints the Sellers’ Representative with power of designation and assignment as its true and lawful attorney-in-fact and agent with full power of substitution, to act solely and exclusively on behalf of, and in the name of, such Seller, with the full power, without the consent of such Seller, as applicable, to exercise as the Sellers’ Representative in its sole discretion deems appropriate and to take all actions necessary or appropriate in the judgment of the Sellers’ Representative in connection with this Agreement, including the giving or declining of any consent or approval on behalf of such Seller pursuant to this Agreement. The Buyer shall be entitled to rely exclusively upon any notices and other acts of the Sellers’ Representative relating to the Sellers’ rights and obligations hereunder as being legally binding acts of each Seller individually and collectively and the Buyer shall deliver any notice required or permitted hereunder to be delivered to the Sellers to the Sellers’ Representative. The appointment and power of attorney granted by each Seller to the Sellers’ Representative shall be deemed coupled with an interest and all authority conferred hereby shall be irrevocable.
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) Each Seller Party hereby appoints Founder 1 (together with his permitted successors, the “Sellers’ Representative”), as its or his true and lawful agent and attorney-in-fact, with respect to (1) determination of the Final Working Capital, (2) any claims (including the settlement thereof) made by an Indemnified Party for indemnification made pursuant to this Article 10, and (3) any and all other actions taken by the Sellers’ Representative related to this Agreement or the other Transaction Agreements or any of the Transactions, including, in furtherance thereof, to: (i) give and receive notices and communications to or from Purchaser (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or the Transactions (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by the Seller Parties individually); (ii) authorize deliveries to Purchaser of cash from the Escrow Amount in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or any indemnification claims (on behalf of itself or any other Indemnified Party, including by not objecting to claims thereto); (iii) object to any claims by Purchaser to the Escrow Amount via set-off of the Notes; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to such claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with Orders with respect to, any other claim by any Indemnified Party against any such Indemnifying Party or by any Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement, the Escrow Agreement or the Transactions; (vi) agree to amend on behalf of the Seller Parties this Agreement, the Escrow Agreement or any other Transaction Agreement; and (vii) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing, in each case (except as otherwise specified) without having to seek or obtain the consent of any Person under any circumstance.
(b) Notwithstanding the foregoing, to the extent that any issue arises as to the individual and several representations and warranties made by a Founder pursuant t...