Common use of Sellers’ Representatives Clause in Contracts

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. 17.2.1 With respect to (a) Each Seller hereby irrevocably constitutes and appoints Xxxxxxx X. Xxxxxxx (the matters set out in this clause 17.2.1“NDEx Partners’ Representative”) and Xxxxx Xxxx Xxxxx (the “Trinity Xxxx Representative,” and together with the NDEx Partners’ Representative, the Sellers shall vis-à-vis the Buyer act as one party and shall (i) appoint one or more representatives (“Sellers’ Representatives”) as such Person’s true and (ii) one legal adviser to represent all lawful attorney-in-fact and agent with full power 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 substitution to: (i) receiving any notice required do and perform each and every act and thing necessary and requisite to be delivered done on behalf of such Seller to consummate the Sellers 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) determining accept on behalf of such Seller service of process and any matters related notices required to calculation of the Purchase Price and receipt of the Buyer’s payment of the Purchase Price, be served on such Seller; (iii) accepting execute on behalf of such Seller any amendment, modification or rejecting waiver hereto or to any Claim raised 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 59 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 Sellers, or foregoing (iv) waiving any rights of the Sellers hereunder, provided, however, that such acts (other than receipt of notice pursuant to item actions described in the foregoing clauses (i)) are, in the Sellers’ Representatives’ discretion, made through (vi) are collectively referred 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“Authorized Actions”). No Seller Such power of attorney being coupled with an interest shall have any right to raise a claim against the Sellers’ Representatives (or any of them) with respect to actions duly taken be irrevocable except in accordance with this clause 17.2.1applicable Law.

Sellers’ Representatives. 17.2.1 With respect The Sellers and the Employees hereby designate each of Xxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxx or another partner of Kromann Reumert appointed by the foregoing to be the sole Sellers' Representatives' and to act as agents and attorneys-in-fact of each of them under this Agreement to the matters set out in this clause 17.2.1, exclusion of any action by the Sellers sellers and Employees individually or jointly. The Sellers' Representatives shall vis-àa-vis Vitesse have the Buyer act authority to take such actions and exercise such discretion 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 is required of or in connection with this Agreement and the consummation of the transaction contemplated hereby, including (i) receiving any notice required to be delivered permitted to the Sellers pursuant to this Agreement, (ii) determining Agreement and 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 such actions shall be binding upon each of the Sellers, including but not limited to (1) to give and receive notices and communications, cf. Clause 14; (2) to receive service of process in connection with any Claims (as defined in Clause 11.1); (3) to authorize delivery to Vitesse of Buyer Shares in satisfaction of any Claims or to object to such delivery; (iv4) waiving any to perform the obligations and exercise, or refrain from exercising, the rights of the Sellers provided for herein, including the settlement of any Claims and disputes with Vitesse arising hereunder, provided, however, : and (5) to agree to any amendment to this Agreement which the Sellers' Representatives at their own discretion consider in the best interest of the Sellers'. The designation of the Sellers' Representatives can be revoked in writing by each of the Sellers at 7 days notice to Vitesse according to Clause 14 except that such acts (other than receipt of notice revocation cannot take effect before Closing. Vitesse shall have the right to rely on all actions taken or omitted by the Sellers' Representatives pursuant to item (i)) arethis Agreement, in all of which actions and omissions shall be binding on each of the Sellers’ Representatives’ discretion, made to as applicable, until the joint benefit of all Sellersdesignation have been revoked, is made in writing and that refer this Clause 4.3. Neither Vitesse nor the Sellers’ Representatives are explicitly stating that they are acting in their capacity as the Sellers’ Representatives intending to bind the Sellers. No Seller Sellers shall have any right to raise a claim against the Sellers’ ' Representatives (or but only against the party so represented) for any action undertaken by them in their capacity of them) with respect to actions duly taken in accordance with this clause 17.2.1Sellers' Representatives.

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 Each of the Sellers in any matter or dispute involving hereby appoints such Seller’s respective Sellers’ Representative as the Buyerdesignated representative of such Seller, except that any Sellers having a conflict with full power and authority, including power 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 Holdingsubstitution, acting jointly in the name of and for and on behalf of such Seller to (with a right a) amend or waive any provision in this Agreement (including, without limitation, the waiver of substitutionany breach by Buyer or the waiver of any condition precedent to Closing), (b) as to terminate this Agreement pursuant to the provisions of ARTICLE 10, (c) to receive and/or deliver any and all notices required to be delivered or sent by such Seller or 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, (iid) determining to represent the Sellers in, control the disposition of or otherwise resolve any matters dispute with Buyer over any aspect of this Agreement, (e) to do all other things and to take all other actions under or 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)) arethis Agreement that, in the sole and absolute discretion of the Sellers’ Representatives, the Sellers’ discretionRepresentatives considers necessary or proper and (f) on behalf of each such Seller to enter into any agreement, made instrument or other document to effectuate any of the joint benefit foregoing, which shall have the effect of binding each such Seller as if such Seller has personally entered into such agreement, instrument or document. The consent of both Seller Representatives is required for valid action by Sellers’ Representatives. Each Seller hereby agrees to indemnify and hold the Sellers’ Representatives and its agent, assigns and representatives harmless from and against any and all Sellers, is made in writing and Losses that the Sellers’ Representatives are explicitly stating that they are acting in their capacity may sustain or incur as a result of or arising out of any action or inaction of the Sellers’ Representatives intending in his capacity as such, or otherwise relating to bind his appointment as Sellers’ Representatives, except to the extent arising out of the gross negligence or willful misconduct of the Sellers’ Representatives. No The Sellers (acting by consent of seventy-five percent (75%) of the Sellers based on the portion of the Final Aggregate Closing Consideration payable to each Seller shall have any right divided by the total Final Aggregate Closing Consideration) may designate a successor to raise a claim against the Sellers’ Representatives (or any of them) with respect by delivering written notice to actions duly taken in accordance with this clause 17.2.1Buyer and the Company identifying such successor.

Sellers’ Representatives. 17.2.1 With respect to (a) Each Seller hereby irrevocably constitutes and appoints Xxxxxxx X. Xxxxxxx (the matters set out in this clause 17.2.1“NDEx Partners’ Representative”) and Xxxxx Xxxx Xxxxx (the “Trinity Xxxx Representative,” and together with the NDEx Partners’ Representative, the Sellers shall vis-à-vis the Buyer act as one party and shall (i) appoint one or more representatives (“Sellers’ Representatives”) as such Person’s true and (ii) one legal adviser to represent all lawful attorney-in-fact and agent with full power 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 substitution to: (i) receiving any notice required do and perform each and every act and thing necessary and requisite to be delivered done on behalf of such Seller to consummate the Sellers 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) determining accept on behalf of such Seller service of process and any matters related notices required to calculation of the Purchase Price and receipt of the Buyer’s payment of the Purchase Price, be served on such Seller; (iii) accepting execute on behalf of such Seller any amendment, modification or rejecting waiver hereto or to any Claim raised 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 Sellers, or foregoing (iv) waiving any rights of the Sellers hereunder, provided, however, that such acts (other than receipt of notice pursuant to item actions described in the foregoing clauses (i)) are, in the Sellers’ Representatives’ discretion, made through (vi) are collectively referred 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“Authorized Actions”). No Seller Such power of attorney being coupled with an interest shall have any right to raise a claim against the Sellers’ Representatives (or any of them) with respect to actions duly taken be irrevocable except in accordance with this clause 17.2.1applicable Law.