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 irrevocably constitutes and appoints VPM as “Sellers’ Representative” to act as such Seller’s true and lawful attorney-in-fact and agent and authorizes Sellers’ Representative, acting for such Seller and in such Seller’s name, place and stead, in any and all capacities, to do and perform every act and thing required or permitted to be done with respect to all matters arising under this Agreement, the Escrow Agreement and any other Seller Ancillary Agreement. All actions taken by Sellers’ Representative hereunder, under the Escrow Agreement or under any other Seller Ancillary Agreement shall be binding upon all Sellers and their respective heirs, estates, executors, personal representatives and successors and permitted assigns as if expressly confirmed and ratified in writing by each of them. Sellers’ Representative shall take any and all actions which it believes are necessary or appropriate under this Agreement, the Escrow Agreement or any other Seller Ancillary Agreement for and on behalf of Sellers, as fully as if Sellers were acting on their own behalf, including:
(i) receiving the Estimated Closing Date Cash Payment or any Earnout Payment (including in each case any adjustments thereto) from Buyers and receiving on behalf of Sellers any amounts disbursed pursuant to the Escrow Agreement and distributing such funds in accordance with this Agreement or the Escrow Agreement, as applicable;
(ii) participating in the adjustment, objection, resolution and other processes or procedures pursuant to this Agreement or either Seller Ancillary Agreement, including pursuant to Articles III or XI;
(iii) initiating, consenting to, compromising or settling all indemnity claims or obligations or taking any other actions on behalf of any and all Sellers pursuant to Article XI;
(iv) initiating or taking any action with respect to any suit, action or proceeding arising out of or related to this Agreement;
(v) executing and performing the Escrow Agreement or any other Seller Ancillary Agreement in accordance with its terms;
(vi) taking any and all actions on behalf of Sellers from time to time as Sellers’ Representative may deem necessary or desirable to fulfill the interests and purposes of this Agreement, the Escrow Agreement and the other Seller Ancillary Agreements and engaging agents and representatives (including accountants and legal counsel) to assist in connection herewith and therewith;
(vii) taking any and all action on behalf of Sellers from ti...
Sellers’ Representative. 13.1 Each of the ODL Sellers hereby appoint the Sellers’ Representative as its agent with power on its behalf to take any action required, permitted or, in the absolute discretion of the Sellers’ Representative, desirable or expedient pursuant to or in connection with this Agreement, including power to -
(a) sign the Buyer’s Disclosure Letter by way of receipt on behalf of each of the ODL Sellers;
(b) give any consent, direction or notice to be given by all or any of the ODL Sellers under or in connection with this Agreement, the Tax Deed and any other document referred to in, or entered into pursuant to or in connection with, this Agreement and which shall be given in writing specifying that such consent, direction or notice is given in his capacity as Sellers’ Representative under this Agreement (and any notice or other communication so given shall be deemed to have been given to all the ODL Sellers);
(c) receive all demands, notices or other communications directed to the ODL Sellers under or in connection with this Agreement, the Tax Deed and any other document referred to in, or entered into pursuant to or in connection with, this Agreement;
(d) vary, amend or waive any provisions of this Agreement, the Tax Deed and any other document referred to in, or entered into pursuant to or in connection with, this Agreement.
13.2 Subject to clauses 13.3 and 13.4 below, the appointment of the Sellers’ Representative shall be irrevocable until the date on which any claim made by the Buyer under this Agreement, the Tax Deed and any other document referred to in, or entered into pursuant to or in connection with, this Agreement shall have been finally satisfied, settled or withdrawn, at which date such appointment shall automatically terminate, and from Completion until such time the Buyer and all other persons may conclusively and absolutely rely, without inquiry, upon any action of the Sellers’ Representative in accordance with this clause as the act of the ODL Sellers in all matters referred to in clause 13.1.
13.3 The ODL Sellers acknowledge and agree that the C-Corp Sellers shall have the sole right to appoint and remove the Sellers Representative. C-Corp Sellers shall be entitled at any time, by sending a joint written notice to the Buyer in advance of any such termination, to terminate the appointment of the person at that time appointed as the Sellers’ Representative and to appoint any other person to act as the Sellers’ Representative in his place provide...
Sellers’ Representative. Each Individual Seller hereby irrevocably appoints Sorin Properties (the “Sellers Representative”) as its sole and exclusive agent, representative and attorney-in-fact (apoderado) for each such Seller, for and on behalf of each such Seller, with full power and authority to represent each Seller and such Seller’s successors and assigns with respect to all matters arising under this Agreement and all actions taken by the Sellers Representative under this Agreement will be binding upon each such Seller and such Seller’s successors and assigns as if expressly ratified and confirmed in writing by each of them. Without limiting the generality of the foregoing, the Sellers Representative has full power and authority, on behalf of each Seller and such Seller’s successors and assigns, to (a) interpret the terms and provisions of this Agreement, (b) exercise the Put Right or the Accelerated Put Right, (c) settle all matters arising under Section 2, Section 3 or Section 4 of this Agreement, including resolving any questions and making any determinations regarding the Call Purchase Price, the Put Purchase Price or the Accelerated Put Purchase Price, (d) negotiate and compromise any dispute that may arise under this Agreement, (e) sign any releases or other documents with respect to any such dispute, (f) receiving services of process upon the Sellers, (g) executing and delivering to the Buyer or any other Person on behalf of any of or all of the Sellers any and all instruments, certificates, documents and agreements called for by this Agreement and the transactions contemplated hereby and thereby; (h) receiving or providing notices on behalf of the Sellers with respect to any matter or legal proceeding arising out of or relating to this Agreement, (i) taking all actions necessary or appropriate in the judgment of the Sellers Representative on behalf of the Sellers in connection with this Agreement and (j) in connection with any of the foregoing actions, engaging and hiring accountants, auditors, appraisers, legal counsel and other legal and financial experts as may be necessary and appropriate properly to discharge the Sellers Representative’s duties and obligations hereunder. The Sellers Representative shall be entitled to exercise these faculties event if by doing so it incurs in self-contracting, multirepresentation or conflict of interest. A Seller will be deemed a party or a signatory to any agreement, document, instrument or certificate for which the Sellers Repr...
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. 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. (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. (a) Each Seller hereby irrevocably appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Sellers' Representative") as the Sellers' representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such Seller with respect to the transfer of such Seller's Shares to Purchaser in accordance with the terms and provisions of this Agreement and to act on behalf of such Seller in any amendment of or litigation or arbitration involving this Agreement or the Escrow 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 or the Escrow Agreement, including the power:
(i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement;
(ii) to negotiate, execute and deliver all ancillary agreements, statements, 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 contemplated by this Agreement or the Escrow Agreement (it being understood that such Seller shall execute and deliver any such documents which the Sellers' Representative agrees to execute);
(iii) to terminate this Agreement if the Sellers are entitled to do so;
(iv) to give and receive all notices and communications to be given or received under this Agreement or the Escrow Agreement and to receive service of process in connection with any claims under this Agreement or the Escrow Agreement, including service of process in connection with arbitration; and
(v) to take all actions which under this Agreement or the Escrow Agreement may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf of the Seller which the Sellers' Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as such Seller could do if personally present.
(b) If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ becomes unable to serve as Sellers' Representative, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall succeed him as the Sellers' Representative.
Sellers’ Representative. (a) As used in this Agreement, the "Sellers' Representative" shall mean Michael Rakestraw or any person appointed as a successor Sellers' Rep▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ant to Section 1.06(b) hereof.
(b) During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations hereunder and all obligations under the Escrow Agreement), the Sellers who, immediately prior to the Effective Time, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to the Effective Time (a "Majority"), may, from time to time upon written notice to the Sellers' Representative and Buyer, remove the Sellers' Representative or appoint a new Sellers' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Sellers' Representative. Furthermore, if the Sellers' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Sellers' Representative within 20 business days from a request by Buyer to appoint a successor Sellers' Representative, the Buyer shall have the right to appoint a Sellers' Representative to fill any vacancy so created, and shall advise all those who were holders of Company Common Stock immediately prior to the Effective Time of such appointment by written notice. A copy of any appointment by the Majority of any successor Sellers' Representative shall be provided to Buyer promptly after it shall have been effected.
(c) The Sellers' Representative shall be authorized, upon approval by a Majority, to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement (an "Instrument") which the Sellers' Representative determines to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Common Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. ...