Sellers’ Representatives. (a) Each Seller hereby irrevocably constitutes and appoints Xxxxxxx X. Xxxxxxx (the “NDEx Partners’ Representative”) and Xxxxx Xxxx Xxxxx (the “Trinity Xxxx Representative,” and together with the NDEx Partners’ Representative, the “Sellers’ Representatives”) as such Person’s true and lawful attorney-in-fact and agent with full power of substitution to: (i) do and perform each and every act and thing necessary and requisite to be done on behalf of such Seller to consummate the Transaction, including to execute and deliver the Transaction Documents to which such Seller is a party, and to take any and all actions required or available to be taken by such Seller under and pursuant to this Agreement; (ii) accept on behalf of such Seller service of process and any notices required to be served on such Seller; (iii) execute on behalf of such Seller any amendment, modification or waiver hereto or to any Transaction Document to which such Seller is a party; (iv) take all actions to be taken by such Seller under this Agreement or any Transaction Document to which such Seller is a party, including to deliver notices to be served on the Buyer by such Seller and to control the defense and settlement of any and all claims for indemnification by any Buyer Indemnified Party against such Seller under this Agreement; (v) enforce, on behalf of such Seller, any claim against the Buyer arising under this Agreement or the Indemnification Escrow Agreement; and (vi) engage attorneys, accountants and agents at the expense of such Seller in connection with any of the foregoing (the actions described in the foregoing clauses (i) through (vi) are collectively referred to as the “Authorized Actions”). Such power of attorney being coupled with an interest shall be irrevocable except in accordance with applicable Law.
Sellers’ Representatives. Seller’s Representatives are the individuals involved in supervising Seller’s ownership, operation, and maintenance of the Properties, have knowledge of the operation and maintenance of the Properties and have reviewed the representations of Seller set forth in, and the schedules and exhibits referenced in, this Section 9.1.
Sellers’ Representatives. (a) Seller shall employ one or more competent representatives, whose name or names and details of qualifications and previous experience shall have been provided to Buyer and Buyer’s Representative by Seller, to manage the project and who shall have Seller’s authority in respect of all matters arising out of or in connection with the Agreement and the Work.
Sellers’ Representatives. (a) In order to administer efficiently (i) the implementation of the Agreement on behalf of the Sellers and (ii) the settlement of any dispute with respect to this Agreement or the Escrow Agreement, the Company and the Sellers hereby designate Xxxxx Xxxxxx and Xxxxxx Xxxx as the Sellers’ representatives (the “Representatives”), and authorize the Representatives to enter into the Escrow Agreement on their behalf in accordance with the terms and conditions of this Agreement.
Sellers’ Representatives. (a) By virtue of their approval of this Agreement, the Sellers shall have constituted and appointed Xxxxx X. XxxXxxx and Xxxxxxx X. Xxxxxxxx, acting together, to serve as seller representatives (collectively, “Sellers’ Representatives”) for and on behalf of the Sellers, to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to take all other actions on behalf of the Sellers as is explicitly contemplated by this Agreement or the Escrow Agreement and to take all actions necessary or appropriate in the judgment of the Sellers’ Representatives for the accomplishment of the foregoing. No bond shall be required of the Sellers’ Representatives, and the Sellers’ Representatives shall receive no compensation for their services. Notices or communications to or from the Sellers’ Representatives shall constitute notice to or from each Seller.
Sellers’ Representatives. (a) Sellers have irrevocably appointed Xxxxxx X. Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxxx X. Xxxxxxxxxx and Xxxxxx Xxxxxxx as the representatives, agents, proxies and attorneys-in-fact for all Sellers for all purposes under this Agreement (the “Sellers’ Representatives”). Buyer shall be entitled to rely upon the Sellers’ Representatives as the legal representatives of Sellers for all purposes hereunder.
Sellers’ Representatives. Each of the Sellers hereby irrevocably appoints a representative from each of GarMark Partners, L.P. and Northwood Ventures LLC, and each of them individually, to act as attorneys-in-fact and representatives for the Sellers (together, the "Sellers' Representatives" and individually, a "Sellers' Representative"), to do any and all things and to execute any and all documents, in the Sellers' name, place and stead, in any way which each of the Sellers could do if personally present, in connection with this Agreement and the transactions contemplated hereby, including to accept on the Sellers behalf any amount or promissory note payable to any of the Sellers under this Agreement, or to amend, cancel or extend, or waive the terms of this Agreement. The Purchaser shall be entitled to rely, as being binding upon the Sellers, upon any document or other paper believed by the Purchaser to be genuine and correct and to have been signed by a Sellers' Representative, and the Purchaser shall not be liable to any of the Sellers for any action taken or omitted to be taken by the Purchaser in such reliance. The Sellers' Representatives shall have the sole and exclusive right on behalf of the Sellers to take any action or provide any waiver pursuant to Sections 1.8, 2.5, or 6.6, Articles 8 or 9.
Sellers’ Representatives. In order to administer efficiently the rights and obligations of Sellers under this Agreement, each Seller hereby designates and appoints RSG as such Seller’s representative (the “Sellers’ Representative”) to serve as Sellers’ agent and attorney-in-fact for the limited purposes set forth in this Agreement. Each Seller hereby appoints the Sellers’ Representative as such Seller’s agent, proxy and attorney-in-fact, with full power of substitution, for all purposes set forth in this Agreement, including the full power and authority on such Seller’s behalf: (i) to consummate the transactions contemplated by this Agreement; (ii) to disburse any funds received hereunder to Sellers; (iii) to execute and deliver on behalf of each Seller any amendment of or waiver under this Agreement, and to agree to resolution of all Claims hereunder; (iv) to retain legal counsel and other professional services, at the expense of Sellers, in connection with the performance by the Sellers’ Representative of this Agreement including all actions taken on behalf of Sellers as Indemnifying Party pursuant to Article IX; and (v) to do each and every act and exercise any and all rights which such Sellers are permitted or required to do or exercise under this Agreement and the other agreements, documents and certificates executed in connection herewith. Each Seller agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Sellers’ Representative and shall survive the bankruptcy or other incapacity of any Seller. Each Seller hereby agrees that any amendment or waiver under this Agreement, and any action taken on behalf of Sellers to enforce the rights of Sellers under this Agreement, and any action taken with respect to any claim subject to indemnification by any Seller pursuant to Article IX (including any action taken to object to, defend, compromise or agree to the payment of such claim), shall be effective if approved in writing by the Sellers’ Representative, and that each and every action so taken shall be binding and conclusive on each Seller, whether or not such Seller had notice of, or approved, such amendment or waiver.
Sellers’ Representatives. 19.1 Any consent or agreement or direction or waiver in respect of a matter affecting all of the Investor Sellers and which is given or made in writing by the Investor Sellers’ Representative shall be binding upon all the Investor Sellers.
Sellers’ Representatives. As of any date, the Chief Executive Officer, the Senior Vice President of Operations and the Chief Financial Officer of Ultra Resources.
