Common use of Sellers’ Representative Clause in Contracts

Sellers’ Representative. (a) Each Seller hereby irrevocably appoints Xxxxxx Xxxxxxx (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:

Appears in 1 contract

Samples: Share Purchase Agreement (Warner Electric International Holding, Inc.)

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Sellers’ Representative. (a) Each Seller hereby irrevocably appoints Mx. Xxxxx Xxxxxx Xxxxxxx (the “Sellers’ Representative”) as the such Sellers’ representativeRepresentative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such Seller the Sellers with respect to the transfer of such Seller’s the Sellers’ Shares to Purchaser in accordance with the terms and provisions of this Agreement and to act on behalf of such Seller the Sellers in any amendment of or litigation or arbitration involving this Agreement or and 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:

Appears in 1 contract

Samples: Share Purchase Agreement (Double-Take Software, Inc.)

Sellers’ Representative. (a) Each Seller By the execution and delivery of this Agreement, each of the Sellers hereby irrevocably constitutes and appoints Xxxxxx Xxxxxxx Hxxxxx (the “Sellers’ Representative”) as the Sellers’ representativehis, her or its true and lawful agent and 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 the Shares owned by such Seller’s Shares Seller to the Purchaser in accordance with the terms and provisions of this Agreement Agreement, and to act on behalf of such Seller Sellers in any amendment of or litigation or arbitration involving this Agreement or the Escrow Agreement and Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents, documents as such the Sellers’ Representative shall deem necessary or appropriate in conjunction connection with any of this Agreement or otherwise relating to the transactions transaction contemplated by this Agreement or the Escrow Agreement, including including, without limitation, the power:

Appears in 1 contract

Samples: Conditional Stock Purchase Agreement (Scopus BioPharma Inc.)

Sellers’ Representative. (a) Each By the execution and delivery of this Agreement, including counterparts hereof, each Seller hereby irrevocably appoints Xxxxxx Xxxxxxx (the “Sellers’ Representative”) as the Sellers’ representative, Representative to be the true and lawful agent and attorney-in-fact of such Seller (and agentby execution and delivery of this Agreement, Sellers’ Representative hereby accepts such appointment) 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 Agreement, as it may be from time to act on behalf of such Seller in any amendment of or litigation or arbitration involving this Agreement or the Escrow Agreement time amended, 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 appropriate, in conjunction such Person’s sole discretion, in connection with any of the transactions contemplated by under this Agreement or the Escrow Agreement, including the power:power (which may or may not be exercised in the sole discretion of the Sellers’ Representative):

Appears in 1 contract

Samples: Stock Purchase Agreement (Frequency Electronics Inc)

Sellers’ Representative. (a) Each Seller By the execution and delivery of this Agreement, the Sellers hereby irrevocably appoints constitute and appoint Xxxxxxxx X. Xxxxxx Xxxxxxx as the true and lawful agent and attorney-in-fact (the “Sellers’ Representative”) as of the Sellers’ representative, attorney-in-fact and agent, Sellers with full power of substitution to act in the name, place and stead of such Seller the Sellers with respect to the transfer of such Seller’s the Shares owned by the Sellers to Purchaser the Buyer in accordance with the terms and provisions of this Agreement Agreement, and to act on behalf of such Seller the Sellers in any amendment of or litigation or arbitration involving this Agreement or the Escrow Agreement and to Agreement, do or refrain from doing all such further acts and things, and to execute all such documents, documents as such the Sellers’ Representative shall deem necessary or appropriate in conjunction connection with any of the transactions contemplated by this Agreement or the Escrow Agreement, including including, without limitation, the power:

Appears in 1 contract

Samples: Stock Purchase Agreement (Encompass Group Affiliates, Inc)

Sellers’ Representative. (a) Each By the execution and delivery of this Agreement, including counterparts hereof, each Seller hereby irrevocably constitutes and appoints Xxxxxx Xxxxxxx (the “Sellers’ Representative”) Xxxxxxxxx as the Sellers’ representative, attorneytrue and lawful agents and attorneys-in-fact and agent, (the “Sellers Representative”) of such Seller with full power powers of substitution to act in the name, place and stead of such Seller with respect to the transfer performance on behalf of such Seller’s Shares to Purchaser in accordance with Seller under the terms and provisions of this Agreement and Agreement, as the same may be from time to act on behalf of such Seller in any amendment of or litigation or arbitration involving this Agreement or the Escrow Agreement time amended, and to do or refrain from doing all such further acts and things, and to execute all such documentsdocuments on such Seller’s behalf, as such Sellers’ the Sellers Representative shall deem necessary or appropriate in conjunction connection with any of the transactions contemplated by under this Agreement or the Escrow Agreement, including the powerincluding:

Appears in 1 contract

Samples: Equity Purchase Agreement (Star Gas Partners Lp)

Sellers’ Representative. (a) Each Seller By the execution and delivery ----------------------- of this Agreement, each of the Sellers hereby irrevocably constitutes and appoints Xxxxxx Xxxxxxx (the “Sellers’ Representative”) Allied as the Sellers’ representative, true and lawful agent and attorney-in-fact and agent, (the "Sellers' Representative") of the Sellers with full power of substitution to act in the name, place and stead of such Seller the Sellers with respect to the transfer of such Seller’s Shares the Stock owned by the Sellers to Purchaser the Buyer in accordance with the terms and provisions of this Agreement Agreement, and to act on behalf of such Seller the Sellers in any amendment of or litigation or arbitration involving this Agreement or the Escrow Agreement and to Agreement, do or refrain from doing all such further acts and things, and to execute all such documents, documents as such the Sellers' Representative shall deem necessary or appropriate in conjunction connection with any of the transactions transaction contemplated by this Agreement or the Escrow Agreement, including including, without limitation, the power:

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Corinthian Colleges Inc)

Sellers’ Representative. (a) Each Seller hereby irrevocably appoints Xxxxxx Xxxxxxx (the “Sellers’ Representative”) Fxxxxxx X. Xxxxxx, III as the Sellers’ representativeRepresentative, 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 the Buyer in accordance with the terms and provisions of this Agreement 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 the Sellers’ Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement or the Escrow Agreement, including without limitation the power:

Appears in 1 contract

Samples: Stock Purchase Agreement (Patriot National, Inc.)

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Sellers’ Representative. (a) Each Seller hereby irrevocably appoints Xxxxxx Xxxxxxx (the “Sellers’ Representative”) Representative as the Sellers’ such Seller’s representative, attorney-in-fact and agent, with full power of substitution (and such appointment is coupled with an interest and is irrevocable) 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 Agreement, including defending, negotiating, settling or the Escrow Agreement otherwise dealing with Claims under Sections 2 or 7, 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 deems necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement or the Escrow AgreementTransactions, including the power:

Appears in 1 contract

Samples: Transaction Agreement (SMG Industries Inc.)

Sellers’ Representative. (a) Each By the execution and delivery of this Agreement, including counterparts hereof, each Seller hereby irrevocably constitutes and appoints Xxxxxx Xxxxxxx (the Sellers’ Representative”) , as the Sellers’ representative, true and lawful agent and attorney-in-fact and agent, of such Seller with full power powers of substitution to act in the name, place and stead of such Seller with respect to the transfer performance on behalf of such Seller’s Shares to Purchaser in accordance with Seller under 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 Agreement, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documentsdocuments on such Seller’s behalf, as such the Sellers’ Representative shall deem necessary or appropriate in conjunction connection with any of the transactions contemplated by under this Agreement or the Escrow Agreement, including the powerincluding:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Everbridge, Inc.)

Sellers’ Representative. (a) Each Seller hereby irrevocably appoints Xxxxxx Xxxxxxx (the “Sellers’ Representative”) Bxxxxxx X. Xxxxxxxx as the Sellers’ representativeRepresentative, 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 Membership Interests to Purchaser the Buyer in accordance with the terms and provisions of this Agreement 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 the Sellers’ Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement or the Escrow Agreement, including without limitation the power:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Patriot National, Inc.)

Sellers’ Representative. (a) Each By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxxx Xxxxxxx Xxxxx Xxxxxxxx as his, her or its true and lawful agent and attorney-in-fact (the “Sellers’ Representative”) as the Sellers’ representative, attorney-in-fact and agent), with full power of substitution to act in the such Seller’s name, place and stead of such Seller with respect to the transfer of such Seller’s Shares to Purchaser in accordance with the all transactions contemplated by and all terms and provisions of this Agreement Agreement, and to act on such Seller’s behalf of such Seller in any amendment of or dispute, litigation or arbitration involving this Agreement or the Escrow Agreement Agreement, and to do or refrain from doing all such further acts and things, and to execute all such documents, documents as such Sellers’ Representative shall deem necessary or appropriate in conjunction connection with any of the transactions contemplated by this Agreement or the Escrow Agreement, including including, without limitation, the powerpower to:

Appears in 1 contract

Samples: Share Purchase and Sale Agreement (Hirsch International Corp)

Sellers’ Representative. (a) Each Seller hereby irrevocably appoints Xxxxxx Xxxxxxx (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 '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:

Appears in 1 contract

Samples: Share Purchase Agreement (Altra Industrial Motion, Inc.)

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