Sellers’ Representative Sample Clauses
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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. (i) The holders of the Company Capital Stock, the Senior Secured Lender and the Second Lien Lender (the “Seller Parties”) have irrevocably appointed the Sellers’ Representative as the agent, proxy and attorney-in-fact for such Seller Party for all purposes of this Agreement, including full power and authority on such party’s behalf (a) to consummate the transactions contemplated herein, (b) to pay expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (c) to execute and deliver any instruments as may be necessary in connection with the consummation of the transactions contemplated hereby, (e) to execute and deliver on behalf of such Seller Party any amendment or waiver relating to this Agreement or any Ancillary Agreement, (f) to take all other actions to be taken by or on behalf of the Seller Parties in connection herewith, (g) to negotiate, settle, compromise and otherwise handle all claims made by any indemnified party pursuant to Section 7A hereof and (h) to do each and every act and exercise any and all rights which a Seller Party is, or such Seller Parties collectively are, permitted or required to do or exercise under this Agreement or any Ancillary Agreement.
(ii) Buyer will be entitled to: (i) rely on the Sellers’ Representative or any successor thereto as having full power and authority to make all decisions and take all actions relating to the Seller Parties’ respective rights, obligations and remedies under this Agreement including to receive and make payments, to receive and send notices, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges and to defend against indemnification claims of Buyer Parties; and (ii) deal only with the Sellers’ Representative in respect of all matters arising under this Agreement, including to receive and make payments, to receive and send notices (including notices of termination), to receive and deliver documents, to exercise, enforce or waive rights or conditions, and to give releases and discharges. In no event shall Buyer be held responsible or liable for the application or allocation of any monies paid to the Sellers’ Representative by Buyer, and Buyer shall be entitled to rely upon any notice provided to them by the Sellers’ Representative or action taken by the Sellers’ Representative acting within the scope of its authority.
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) By virtue of their execution of this Agreement, each Seller designates and appoints the Sellers’ Representative as such Seller’s agent and attorney-in-fact with full power and authority to act for and on behalf of each Seller in connection with the transactions contemplated by this Agreement, including, without limitation:
(i) to negotiate, execute and deliver any amendments or modifications to this Agreement;
(ii) to give and receive notices and communications;
(iii) to provide written instructions to the Escrow Agent under the Escrow Agreement;
(iv) to accept service of process on behalf of the Sellers pursuant to Section 8.3;
(v) to authorize and agree to adjustments to the Purchase Price under Section 2.6 and other applicable provisions of this Agreement; and
(vi) to agree to, negotiate, enter into settlements and compromises of, and comply with Orders of courts or other Government Entities and awards of arbitrators, with respect to, any claims by any Purchaser Indemnified Person against any Seller or by any Seller against any Purchaser Indemnified Person, or any other dispute between any Purchaser Indemnified Person and any Seller, in each case relating to this Agreement or the Transactions and to take all actions that are either (y) necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing or (z) specifically mandated by the terms of this Agreement. Notices or communications to or from the Sellers’ Representative constitute notice to or from each of the Sellers for all purposes under this Agreement.
(b) In the event of the death or incapacity of the Sellers’ Representative, a successor Sellers’ Representative will be elected promptly by the Sellers whose interests aggregate not less than a majority of the Purchase Price and the Sellers will so notify Purchaser. Each successor Sellers’ Representative has all of the power, authority, rights and privileges conferred by this Agreement upon the original Sellers’ Representative, and the term “Sellers’ Representative” as used in this Agreement includes any successor Sellers’ Representative.
(c) A decision, act, consent or instruction of the Sellers’ Representative constitutes a decision of all the Sellers and is final, binding and conclusive upon the Sellers, and Purchaser and any Purchaser Indemnified Person may rely upon any such decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction ...
Sellers’ Representative. Section 10.13(a) of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows:
(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 Working Capital Escrow Amount in satisfaction of claims asserted by Purchaser as to the Final Working Capital Statement or from the Escrow Amount for any other Purchaser 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 Unsecured 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 un...
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) 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. Each of the Sellers hereby irrevocably grants full power and authority to the Sellers’ Representative to take any action that the Sellers’ Representative, in his discretion, deems necessary or appropriate, without the need or obligation, in any respect, to communicate with the Sellers, or to obtain any specific instructions from the Sellers in relation to the Contemplated Transactions. The Purchasers and their Affiliates may rely exclusively, without independent verification or investigation, upon all decisions, communications or writings made, given or executed by the Sellers’ Representative in connection with any Transaction Document and the Contemplated Transactions. Notwithstanding anything to the contrary set forth herein, the Purchasers shall not be liable for any Loss to any Person, including any Seller, for any action taken or not taken by the Sellers’ Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Sellers’ Representative.
Sellers’ Representative. (a) The Sellers Representative is hereby irrevocably appointed by each of the Sellers as the representative, agent, proxy, and attorney-in-fact (coupled with an interest) for all the Sellers for all purposes under this Agreement including the full power and authority on the Sellers’ behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to negotiate claims and disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including, for the avoidance of doubt, claims for indemnification under Article IX), (iii) to receive and disburse to, or caused to be received or disbursed to, any Seller any funds received on behalf of such Seller under this Agreement (including, for the avoidance of doubt, any portion of the Purchase Price) or otherwise, (iv) to withhold any amounts received on behalf of any Seller pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Purchase Price) or to satisfy (on behalf of the Sellers) any and all obligations or Liabilities of any Seller or the Sellers Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Sellers) in connection with the indemnification of the Buyer Indemnified Parties under Article IX), (v) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of any Seller) and (vi) to take all other actions to be taken by or on behalf of any Seller in connection with this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. Such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Sellers Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Seller. All decisions and actions by the Sellers Representative shall be binding upon each Seller, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those ...