Common use of Sellers’ Representatives Clause in Contracts

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. 8.6.1 (a) Each of the Sellers Seller hereby irrevocably constitutes and appoints the Controlling Sellers, acting individually or collectively, as the Sellers’ Representative to represent the interests of the Sellers Representatives as such Seller’s agent and to act as the attorneysattorney-in-fact for the purpose of performing any and agents all actions for and on behalf of each Sellersuch Seller under this Agreement and the Escrow Agreements. This power The appointment of the Sellers’ Representatives is irrevocable and coupled with an interest, and shall not all authority hereby conferred will be affected by irrevocable, and the deathSellers’ Representatives are hereby authorized and directed to perform any and all actions on behalf of the Sellers under this Agreement and the Escrow Agreements. Without limiting the generality of the foregoing, incapacityeach Seller, illnessfor such Seller and such Seller’s respective heirs, executors, administrators, successors and assigns, hereby authorizes the Sellers’ Representatives: (i) to give and receive notices and communications pursuant to this Agreement and the Escrow Agreements and to make and receive service of process in any legal action or proceeding arising out of or relating to this Agreement, the Escrow Agreements, or any of the transactions contemplated hereunder or thereunder, and to institute and/or defend any legal action, including any legal action in which Parent (or any of its Affiliates) is an adverse party; (ii) to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution with respect to any dispute, claim, action, suit or proceeding arising out of this Agreement or the Escrow Agreements, and to comply with orders of courts and awards of arbitrators with respect to such claims; (iii) to effect any amendment to this Agreement or the Escrow Agreements that the Sellers’ Representatives deem necessary or desirable; (iv) to execute and deliver on their behalf all documents and instruments that may be executed and delivered pursuant to this Agreement and the Escrow Agreements; (v) to appoint or provide for a successor Sellers’ Representative; and (vi) to take all actions necessary or appropriate in the judgment of the Sellers’ Representatives for the accomplishment of the foregoing. In the event of the dissolution or other inability to act of any of the Sellers. Each Seller hereby irrevocably grants each ’ Representatives, and in the absence of a successor having been provided for pursuant to clause (v) of the preceding sentence, a successor 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 will be deemed appointed 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 action of the Closing Payment, and to certify, on behalf of such Seller, as to the accuracy Sellers holding a majority of the representations Outstanding Common Shares, subject to Parent consenting to such appointment. Each notice and warranties of such Seller under, communication to 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, Representatives will constitute notice and communication to be necessary or appropriate, under this Agreement, and, in from 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. 8.6.1 i. Each of the Sellers Seller hereby irrevocably constitutes and appoints the Controlling Sellers, acting individually or collectively, ’ Representatives as the Sellers’ Representative to represent the interests of the Sellers agents, proxies and to act as the attorneys-in-fact for Sellers for all purposes under this Agreement (including full power and agents authority to act on Sellers’ behalf). In so acting, where any consent, agreement or approval of the Sellers’ Representatives is required (including, without limitation, execution and delivery of this Agreement), both Sellers’ Representatives must consent, agree or approve for such consent, agreement or approval to be valid. Without limiting the generality of the foregoing, Sellers’ Representatives will be authorized to: (i) in connection with the Closing, execute and receive all documents, instruments, certificates, statements and agreements on behalf of each Seller. This power is irrevocable and coupled in the name of Sellers necessary to effectuate the Closing and consummate the transactions contemplated by this Agreement; (ii) take all actions on behalf of Sellers with an interest, and shall not be affected by respect to 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: matters set forth in Section; (aiii) to execute and deliver, on behalf of such Seller, and should they both elect to accept delivery ofdo so in their discretion, on behalf of such SellerSellers, such documents any amendment to this Agreement or waiver hereunder; (iv) act as may paying agents for purposes of all payments to Sellers contemplated by this Agreement, including the power to finally determine the appropriate allocation of the Estimated Purchase Price and the Final Purchase Price to each Seller (which each Seller acknowledges shall be deemed by each Sellers’ Representative, made in his sole discretion, accordance with the Final Allocation Schedule) and (v) take all other actions 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 taken by or on behalf of such Seller, certificates representing the Shares Sellers and exercise any and all rights which Sellers are permitted or required 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, do 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 exercise under this Agreement; (e) to negotiate . Provided that Sellers’ Representatives act in accordance with this Section 9.18(a), all decisions and compromise, on behalf of such Seller, any dispute that may arise underactions by Sellers’ Representatives shall be binding upon all Sellers, and no Seller shall have the right to exercise object, dissent, protest or refrain from exercising otherwise contest any remedies available under, this Agreement; (f) to execute, on behalf of such Seller, any settlement agreement, release decision 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. 8.6.1 Each In order to administer efficiently the rights and obligations of the Sellers under this Agreement, each Seller hereby irrevocably constitutes designates and appoints RSG as such Seller’s representative (the Controlling “Sellers, acting individually or collectively, ’ 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 to represent the interests of the Sellers as such Seller’s agent, proxy and to act as the attorneysattorney-in-fact fact, with full power of substitution, for all purposes set forth in this Agreement, including the full power and agents for 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 SellerSeller 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. This power is irrevocable Each Seller agrees that such agency and proxy are coupled with an interest, and shall not be affected by are therefore irrevocable without the death, incapacity, illness, dissolution or other inability to act of any consent of the Sellers’ Representative and shall survive the bankruptcy or other incapacity of any Seller. Each Seller hereby irrevocably grants each Sellers’ Representative full power agrees that any amendment or waiver under this Agreement, and authority: (a) to execute and deliver, any action taken on behalf of such Seller, and Sellers to accept delivery of, on behalf enforce the rights 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 Sellers under this Agreement; , and any action taken with respect to any claim subject to indemnification by any Seller pursuant to Article IX (e) including any action taken to negotiate and compromiseobject to, on behalf defend, compromise or agree to the payment of such Sellerclaim), 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 shall be effective if approved in writing by the Sellers’ Representative, in his sole discretion, to and that each and every action so taken shall be necessary or appropriate, under this Agreement, and, in binding and conclusive on 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 attorneyswhether or not such Seller had notice of, accountants and agents at the expense of the Sellers; and (j) to give or approved, such instructions and to take such action amendment 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 Agreementwaiver.