Sellers’ Representatives. Seller’s Representatives are the individuals involved in supervising Seller’s, AFE’s, PXR’s, PXURA’s and PXLA’s ownership, operation, and maintenance of the Real Property and Improvements, have knowledge of the operation and maintenance of the Real Property and Improvements and have reviewed the representations of Seller set forth in, and the schedules and exhibits referenced in, this Section 9.1.13.
Sellers’ Representatives. 17.2.1 With respect to the matters set out in this clause 17.2.1, the Sellers shall vis-à-vis the Buyer act as one party and shall (i) appoint one or more representatives (“Sellers’ Representatives”) and (ii) one legal adviser to represent all of the Sellers in any matter or dispute involving the Buyer, except that any Sellers having a conflict of interest with one or more of the other Sellers in such dispute may appoint its own legal adviser. The Sellers have hereby appointed Maj Invest, KB and B Holding, acting jointly (with a right of substitution) as the Sellers’ Representatives under this Agreement vis-à-vis the Buyer to the effect that Maj Invest, KB and B Holding, are authorised, when acting jointly, to legally bind the Sellers in any matter arising out of or in connection with this Agreement and the consummation of the transaction contemplated hereby, including (i) receiving any notice required to be delivered to the Sellers pursuant to this Agreement, (ii) determining any matters related to calculation of the Purchase Price and receipt of the Buyer’s payment of the Purchase Price, (iii) accepting or rejecting any Claim raised by the Buyer against any of the Sellers, or (iv) waiving any rights of the Sellers hereunder, provided, however, that such acts (other than receipt of notice pursuant to item (i)) are, in the Sellers’ Representatives’ discretion, made to the joint benefit of all Sellers, is made in writing and that the Sellers’ Representatives are explicitly stating that they are acting in their capacity as the Sellers’ Representatives intending to bind the Sellers. No Seller shall have any right to raise a claim against the Sellers’ Representatives (or any of them) with respect to actions duly taken in accordance with this clause 17.2.1.
Sellers’ Representatives. Each Company Securityholder hereby appoints, authorizes and empowers Xxxx Xxxxxxx and Genesis Partners II LDC, acting together (such persons and any successor or successors to such persons in such capacity being the “Sellers’ Representatives”), to act as representatives and as the exclusive agents and attorneys in fact of such Company Securityholder, and the Sellers’ Representatives are hereby authorized and empowered to act on behalf of such Company Securityholder, to execute the Escrow Agreement on behalf of such Company Securityholder and to take any and all actions required or permitted to be taken by the Sellers’ Representatives under this Agreement or the Escrow Agreement, with respect to any claims made by the Purchaser or the Sellers for indemnification pursuant to this Article IX of this Agreement and with respect to any actions to be taken by the Sellers’ Representatives pursuant to the terms of the Escrow Agreement, including, without limitation, to: (i) execute the Escrow Agreement on behalf of such Company Securityholder; (ii) execute any agreement or instrument required to be executed and delivered by the Sellers’ Representative under this Agreement or the Escrow Agreement, (iii) authorize delivery to any Purchaser Indemnified Parties of the Indemnity Escrow Fund, or any portion thereof, in satisfaction of indemnification claims under this Article IX, (iv) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such indemnification claims, (v) resolve any indemnification claims under this Article IX, and (vi) take all actions necessary in the sole discretion of the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement or the Escrow Agreement. The Sellers’ Representatives shall at all times act in their capacity as Sellers’Representatives in a manner that the Sellers’ Representatives believe in good faith to be in the best interests of the Company Securityholders. Neither the Sellers’Representatives nor any of their directors, officers, employees or agents shall be liable to any Person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Sellers’ Representatives may in their discretion consult with legal counsel, independent publ...
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 Xxxxx’s Representative by Xxxxxx, 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. 8.6.1 Each of the Sellers hereby irrevocably constitutes and appoints the Controlling Sellers, acting individually or collectively, as the Sellers’ Representative to represent the interests of the Sellers and to act as the attorneys-in-fact and agents for and on behalf of each Seller. This power is irrevocable and coupled with an interest, and shall not be affected by the death, incapacity, illness, dissolution or other inability to act of any of the Sellers. Each Seller hereby irrevocably grants each Sellers’ Representative full power and authority: (a) to execute and deliver, on behalf of such Seller, and to accept delivery of, on behalf of such Seller, such documents as may be deemed by each Sellers’ Representative, in his sole discretion, to be appropriate to consummate this Agreement and the other transactions contemplated hereby, including without limitation, the Escrow Agreement; (b) to endorse and to deliver on behalf of such Seller, certificates representing the Shares to be surrendered by such Seller at the Closing; (c) to acknowledge receipt at the Closing of the Closing Payment, and to certify, on behalf of such Seller, as to the accuracy of the representations and warranties of such Seller under, or pursuant to the terms of, this Agreement; (d) to dispute or refrain from disputing, on behalf of such Seller, any claim made by Purchaser under this Agreement; (e) to negotiate and compromise, on behalf of such Seller, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement; (f) to execute, on behalf of such Seller, any settlement agreement, release or other document; (g) to give or to agree to, on behalf of such Seller, any and all consents, waivers, amendments or modifications, deemed by the Sellers’ Representative, in his sole discretion, to be necessary or appropriate, under this Agreement, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith; (h) to enforce, on behalf of such Seller, any claim against Purchaser arising under this Agreement; (i) to engage attorneys, accountants and agents at the expense of the Sellers; and (j) to give such instructions and to take such action or refrain from taking such action, on behalf of such Seller, as the Sellers’ Representative deem, in his sole discretion, necessary or appropriate to carry out the provisions of this Agreement.
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. (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 Benedict, 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. As of any date, the Chief Executive Officer, the Senior Vice President of Operations and the Chief Financial Officer of Ultra Resources.
Sellers’ Representatives. 55 /TABLE LIST OF SCHEDULES 1 Description of the Land 2 Excluded Property 3 Existing Mortgages 4 Permitted Encumbrances 5 Rent Rolls 7 Environmental Disclosure 8 Intangible Property 9 Licenses 10 Certain New Leases 11 Trash Disposal Contracts 12 Title Insurance Endorsements 13 Existing Mortgage Documents 14 REAs LIST OF EXHIBITS B Lease Assignment C Contract and License Assignment D Intangible Property Assignment E Bill of Sale F Notice to Tenants G Tenanx Xxtoppel Certificate H Landlord Estoppel Certificate I Sellers' FIRPTA Affidavit J Bradlee's Note K Certificate Regarding Representations and Warranties L Broker Receipt M Property Manager Release N Form of Press Release O Media Play Lease Terms P REA Estoppel TABLE OF DEFINED TERMS The following capitalized terms are defined in the respective Section of the Agreement identified below: "A & A Agreements" - as such term is defined in Section 9(d) hereof.
