Common use of Sellers’ Representative Clause in Contracts

Sellers’ Representative. (a) Each Seller designates Sellers’ Representative as the representative and attorney-in-fact of such Seller with full power and authority, including power of substitution, acting in the name of and on behalf of such Seller, for all purposes under this Agreement, including receipt of disclosures, granting and/or executing consents or waivers, receiving notices, settling disputes with respect to indemnification claims and the calculation of the Purchase Price and agreeing to and executing amendments and/or modifications to this Agreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Contura Energy, Inc.), Asset Purchase Agreement (Contura Energy, Inc.), Asset Purchase Agreement (Alpha Natural Resources, Inc.)

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Sellers’ Representative. (a) Each Seller designates Sellers’ Representative as the their representative and attorney-in-fact of such Seller with full power and authority, including power of substitution, acting in the name of and on behalf of such Seller, for all purposes under this Agreement, including receipt of disclosures, granting and/or executing consents or waivers, receiving notices, settling disputes with respect to indemnification claims and the calculation of the Purchase Price and agreeing to and executing amendments and/or modifications to this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (James River Coal CO), Asset Purchase Agreement (James River Coal CO)

Sellers’ Representative. (a) Each By virtue of their execution of this Agreement, the Sellers designate and appoint Seller designates 1 (the “Sellers’ Representative Representative”) as the their authorized representative and general attorney-in-fact under this Agreement, with the right of such Seller with full power substitution and authoritymultiple representation, including power of substitution, acting in the name of to exercise any rights and to give and receive notices and communications on behalf of such Seller, the Sellers under this Agreement. Notices or communications to or from the Sellers’ Representative constitute notice to or from the Sellers for all purposes under this Agreement, including receipt of disclosures, granting and/or executing consents or waivers, receiving notices, settling disputes with respect to indemnification claims and the calculation of the Purchase Price and agreeing to and executing amendments and/or modifications to this Agreement.

Appears in 2 contracts

Samples: Share Exchange Agreement (Relief Therapeutics Holding SA), Share Exchange Agreement (Relief Therapeutics Holding SA)

Sellers’ Representative. (a) Each Seller designates of the Sellers hereby appoints and constitutes the Sellers’ Representative as the representative such person’s true and attorney-in-fact of such Seller lawful attorney with full power and authority, including power of substitution, acting authority in the each Seller’s name of and on each Seller’s behalf of such Sellerto do, for execute and perform any and all purposes under this Agreement, including receipt of disclosures, granting and/or executing consents or waivers, receiving notices, settling disputes with respect to indemnification claims and the calculation of the Purchase Price following acts, deeds and agreeing to and executing amendments and/or modifications to this Agreement.things:

Appears in 2 contracts

Samples: Purchase Agreement (Differential Brands Group Inc.), Purchase Agreement

Sellers’ Representative. (ae) Each Seller hereby designates the Sellers’ Representative as the representative and attorney-in-fact of such Seller with full power and authority, including power of substitution, acting in the name of and agent to act on behalf of such SellerSeller in any amendment of or Proceeding or dispute involving this Agreement and to do or refrain from doing all such further acts and things, for and to execute all purposes under such documents, as the Sellers’ Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement, including receipt of disclosures, granting and/or executing consents or waivers, receiving notices, settling disputes with respect to indemnification claims and the calculation of the Purchase Price and agreeing to and executing amendments and/or modifications to this Agreement.power:

Appears in 1 contract

Samples: Purchase Agreement (General Cable Corp /De/)

Sellers’ Representative. (a) Each Seller designates Pursuant to the Sellers' Representative Agreement, the Sellers have appointed the Sellers' Representative to act as the representative and each such Seller's representative, attorney-in-fact of such Seller and agent, with full power and authority, including power of substitution, acting in the name of and on behalf of such Seller, for authority to do all purposes under this Agreement, including receipt of disclosures, granting and/or executing consents or waivers, receiving notices, settling disputes with respect to indemnification claims and the calculation of the Purchase Price and agreeing to and executing amendments and/or modifications to this Agreement.following:

Appears in 1 contract

Samples: Interest Purchase Agreement (Oglebay Norton Co /Ohio/)

Sellers’ Representative. (a) 10.16.1 Each Seller designates hereby irrevocably appoints the Sellers’ Representative as their agent, proxy and attorney and gives the representative and attorney-in-fact of such Seller with Sellers’ Representative full power and authority, including power of substitution, acting in authority on each Seller’s behalf to resolve or address all matters as are expressly contemplated by the name of and on behalf of such Seller, for all purposes under this Agreement, including receipt of disclosures, granting and/or executing consents or waivers, receiving notices, settling disputes with respect to indemnification claims and the calculation of the Purchase Price and agreeing to and executing amendments and/or modifications to this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Majesco)

Sellers’ Representative. (a) 25.1 Each Seller of the Sellers designates the Sellers’ Representative to serve as the Sellers’ representative and attorney-in-fact of such Seller with full power and authority, including power of substitution, acting in the name of and to act on its behalf of such Seller, for all purposes under this Agreement, including receipt of disclosures, granting and/or executing consents or waivers, receiving notices, settling disputes with respect to indemnification claims notices, consents or approvals required to be given or accepted by the Sellers acting together and otherwise with respect to the calculation of actions or decisions expressly identified in this Agreement to be performed or made by the Purchase Price and agreeing to and executing amendments and/or modifications to this AgreementSellers’ Representative.

Appears in 1 contract

Samples: Share Purchase Agreement

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Sellers’ Representative. (a) Each Seller designates hereby irrevocably appoints Sellers’ Representative as the representative its agent and attorney-in-fact of such Seller with full power and authority, including power of substitution, acting in the name of for and on behalf of such Seller, for all purposes under this Agreementwith full power of substitution, including receipt to act in the name, place and stead of disclosuressuch Seller, granting and/or executing consents or waivers, receiving notices, settling disputes with respect to indemnification claims the matters contemplated by Section 6.6(b) hereof, and the calculation of the Purchase Price and agreeing to and executing amendments and/or modifications to this AgreementSellers’ Representative hereby accepts such appointment hereunder.

Appears in 1 contract

Samples: Equity Purchase Agreement (Gibraltar Industries, Inc.)

Sellers’ Representative. (a) Each Seller designates Sellers’ Representative as the representative and attorney-in-fact of such Seller with full power and authority, including power of substitution, acting in the name of and on behalf of such Seller, for all purposes under this Agreement, including receipt of disclosures, granting and/or executing consents or waivers, receiving notices, settling disputes with respect to indemnification claims and the calculation of the Purchase Price and any adjustments thereto in accordance with Section 2.7 and agreeing to and executing amendments and/or modifications to this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rentech, Inc.)

Sellers’ Representative. (a) 20.1 Each Seller designates appoints, authorises and empowers the Sellers’ Representative as the representative such Seller’s true and lawful agent and attorney-in-fact of such Seller with full power to give any consent, direction, notice or take any other action required or permitted pursuant to this Agreement and authority, including power of substitution, acting in the name of and other Transaction Documents on behalf of such Seller, for all purposes under this Agreement, including receipt of disclosures, granting and/or executing consents or waivers, receiving notices, settling disputes with respect to indemnification claims and the calculation of the Purchase Price and agreeing to and executing amendments and/or modifications to this Agreement.power to:

Appears in 1 contract

Samples: Warner Music Group Corp.

Sellers’ Representative. (a) Each By virtue of their execution of this Agreement, each Seller designates and appoints the Sellers’ Representative as the representative such Seller’s agent and attorney-in-fact of such Seller with full power and authority, including power of substitution, acting in the name of authority to act for and on behalf of such Seller, for all purposes under each Seller in connection with the transactions contemplated by this Agreement, including receipt of disclosuresincluding, granting and/or executing consents or waivers, receiving notices, settling disputes with respect to indemnification claims and the calculation of the Purchase Price and agreeing to and executing amendments and/or modifications to this Agreement.without limitation:

Appears in 1 contract

Samples: Stock Purchase Agreement (CardioNet, Inc.)

Sellers’ Representative. (a) Each Seller designates The Sellers’ Representative is hereby constituted and appointed as the representative true and lawful agent and attorney-in-fact of such each Seller with full power and authority, including power powers of substitution, acting substitution to act in the name of and on behalf each Seller with respect to the transactions contemplated in this Agreement (including, without limitations, receiving any payments or Consideration Shares, amendment, waiver of such Seller, for all purposes rights or settlement of claims under this Agreement, including receipt of disclosures, granting and/or executing consents or waivers, receiving notices, settling disputes with respect to indemnification claims and the calculation of the Purchase Price and agreeing to and executing amendments and/or modifications to this Agreement).

Appears in 1 contract

Samples: Share Purchase Agreement (Nuance Communications, Inc.)

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