Appointment of Seller Representative. Each Seller (in its capacity as Seller and as Servicer) hereby irrevocably appoints the Company as the agent and attorney-in-fact for all Sellers (the “Seller Representative”), which appointment shall remain in full force and effect until the Seller Representative shall have received prior written notice signed by each Seller (other than the Seller Representative) that such appointment has been revoked and another Seller has been appointed as Seller Representative. The Company hereby accepts such appointment as the Seller Representative. Each Seller hereby irrevocably appoints and authorizes the Seller Representative to: (a) submit Purchase Requests, provide Reconciliation Reports, provide and receive all notices, requests, elections, acknowledgments, agreements and consents hereunder or under any of the other Transaction Documents and (b) take all other actions (including in respect of compliance with covenants) on behalf of any Seller or the Sellers under this Agreement and the other Transaction Documents which the Seller Representative deems appropriate and to exercise powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Transaction Documents. Each Seller agrees that each notice, request, election, representation and warranty, covenant, acknowledgement, agreement, consent and undertaking made on its behalf by the Seller Representative shall be deemed for all purposes to have been made by such Seller and shall be binding upon and enforceable against such Seller to the same extent as if the same had been made directly by such Seller. It is understood that the appointment of the Seller Representative hereunder is done solely as an accommodation to the Sellers, and the Purchaser shall in no way incur liability to any Seller as a result thereof. Each Seller expects to derive benefit, indirectly or directly, from the appointment of the Seller Representative. Each Seller hereby jointly and severally agrees to indemnify the Purchaser against any and all liability, by any third party whatsoever, arising from or incurred by reason of the Purchaser relying on any instructions of the Seller Representative.
Appointment of Seller Representative. (a) By the execution and delivery of this Agreement, each Seller, effective immediately, hereby irrevocably constitutes and appoints PVOG as the true and lawful agent and attorney-in-fact with full authority and power of substitution to act in the name, place and stead of such Seller with respect to the performance of the obligations and rights of Sellers under this Agreement (the “Seller Representative”) and any action contemplated to be taken by the Seller Representative hereunder in connection therewith, including the power to (i) determine the Capital Adjustment, make adjustments to the Base Purchase Price and prepare the Preliminary Settlement Statement and the Proposed Final Settlement Statement, (ii) receive from Buyer any amounts owed to Sellers pursuant to this Agreement (including any amounts owed to Sellers pursuant to Section 2.3 or Section 2.5) and disburse to each Seller such Seller’s Pro Rata Share thereof, (iii) settle or pursue claims or controversies on behalf of Sellers with respect to amounts owed by or to Sellers pursuant to this Agreement (including pursuant to Section 2.3(d)), (iv) give and receive any consents or notices required or permitted by this Agreement and (v) do or refrain from doing all such further acts and things, and execute, deliver and receive all such documents, waivers, extensions and amendments as the Seller Representative shall deem necessary or appropriate in its sole discretion in connection with the administration of this Agreement (and any such actions shall be binding on Sellers). Each of the Parties hereto covenants and agrees that it will not take any action to voluntarily revoke the power of attorney conferred in this Section 9.1. By its execution of this Agreement, PVOG hereby (1) accepts its appointment and authorization to act as the Seller Representative and attorney-in-fact on behalf of each Seller in accordance with the terms of this Agreement, and (2) agrees to perform its obligations under, and otherwise comply with, this Section 9.1.
Appointment of Seller Representative. Each Seller hereby appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectively, the "Seller Representative") as the true and lawful agent and attorney-in-fact of such Seller with full power of substitution. Any action or decision to be made by the Seller Representative shall require the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority to take such actions and exercise such discretion as is required of the Seller Representative pursuant to the terms of this Agreement and the Escrow Agreement (and any such actions shall be binding on each Seller) including the following:
Appointment of Seller Representative. Each Seller hereby constitutes and appoints Xxxxx Xxxxxxxx (or an entity that he controls) and any successor approved by Purchaser in its sole discretion (the “Seller Representative”) as such Seller’s true and lawful agent and attorney-in-fact, to act in the name and on behalf of such Seller as follows from the date hereof until the first anniversary of the Closing Date:
Appointment of Seller Representative. (a) Each Seller, by virtue of the approval and adoption of this Agreement, hereby irrevocably constitutes and appoints the Seller Representative (and by execution and delivery of this Agreement, the Seller Representative accepts such appointment) as his agent and attorney-in-fact for and on behalf of such Seller, with full power of substitution, to act in the same, place and stead of such Seller, as applicable, with respect to the matters contemplated by Section 9.09(b) hereof.
Appointment of Seller Representative. The Sellers hereby irrevocably constitute and appoint, effective as of the date hereof, Christopher Kern (together with his permitted successors, the "Sellex Xxxxxxxxtative"), as their true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, to perform on behalf of the Sellers any obligations or undertakings thereunder, to exercise all or any of the powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement, to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement and the Seller Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Seller Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement as long as such actions are taken or omitted in good faith and in the absence of willful misconduct or gross negligence. If the Seller Representative shall be unable or unwilling to serve in such capacity, his successor shall be named by those persons holding more than fifty percent (50%) in interest of the Seller Shares.
Appointment of Seller Representative. (a) By executing this Agreement, each Seller irrevocably authorizes and appoints the Seller Representative as such Xxxxxx’s representative and attorney-in-fact to act on behalf of such Seller with respect to this Agreement and the Related Agreements and to take any and all actions and make any decisions required or permitted to be taken by the Seller Representative pursuant to this Agreement and the Related Agreements, including the exercise of the power to (i) give and receive notices and communications; (ii) authorize delivery to Parent of cash and securities from the Indemnification Holdback Amount in satisfaction of any amounts owed to Parent therefrom; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders and otherwise handle any other matters of a similar nature, whether related to claims for indemnification made by Triller or otherwise; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and the Related Agreements; (vi) make all elections or decisions contemplated by this Agreement and the Related Agreements; (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist the Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary, desirable or appropriate in the good faith judgment of the Seller Representative for the accomplishment of the foregoing.
Appointment of Seller Representative. Each Seller hereby irrevocably appoints Clarion Investment Holdings, LLC as his, her or its true and lawful attorney-in-fact and agent (the “Seller Representative”), with full power of substitution or resubstitution, to act exclusively for and on behalf of such Seller with respect to all matters arising in connection with this Agreement, in accordance with the terms and provisions of this Agreement, including in connection with any amounts payable in connection with this Agreement and to act on behalf of such Seller in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents (including, without limitation, the Escrow Agreement) as the Seller Representative shall deem necessary or appropriate in connection with the transactions contemplated hereby, including the power:
Appointment of Seller Representative. Each of Paragren and the Shareholders hereby appoints Magid Abraham and a designee appointed by Cognizant, initially Greg Vxxxxxxxxxx, xcting jointly, (the "Seller Representatives") the xxxxxxxxx-xx-xxxt of such person, with full power and authority, including power of substitution, acting in the name of and for and on behalf of such person to amend or waive any provision of this Agreement, to terminate this Agreement pursuant to the provisions hereof, and to take all other action under or related to this Agreement, which in their discretion, they may consider necessary or proper to effectuate the transactions contemplated hereunder or thereunder and to resolve any dispute with APAC over any aspect of this Agreement and on behalf of such person to enter into any agreement to effectuate any of the foregoing which shall have the effect of binding such person as if such person had personally entered into such an agreement; provided, however, that all actions taken or decisions made by the Seller Representatives on behalf of Paragren or the Shareholders shall be taken or made in a manner which is ratable and equitable amongst all of them. This appointment and power of attorney shall be deemed as coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, whether by the death or incapacity or liquidation or dissolution of Paragren or any Shareholder or the occurrence of any other event or events. The Seller Representatives may not terminate this power of attorney with respect to Paragren or Shareholder, or such person's successors or assigns without the consent of APAC. Paragren and the Shareholders agree to hold the Seller Representatives harmless from any and all loss, damage or liability and expenses (including legal fees) which such persons may sustain as a result of any action taken in good faith by the Seller Representatives.
Appointment of Seller Representative. Each Seller hereby appoints Rxxxxx Xxxxxxxx, as his representative to act as attorney-in-fact and representative for all purposes of this Agreement and the transactions contemplated hereby, with the right, in such capacity, in his sole discretion, to do any and all things and to execute any and all documents in the each Seller's place and stead, in any way which Seller could do if personally present, in connection with this Agreement and the transactions contemplated thereby, including the full and irrevocable authority on behalf of each Seller, without giving notice to any Seller, to take any of the following actions:
