Appointment and Powers of Seller Representative Clause Samples
The Appointment and Powers of Seller Representative clause designates an individual or entity to act on behalf of all sellers in connection with the transaction. This representative is typically authorized to make decisions, give and receive notices, resolve disputes, and handle post-closing matters such as indemnification claims. By centralizing authority in a single representative, the clause streamlines communication and decision-making, reducing administrative complexity and ensuring efficient management of seller-related issues throughout and after the transaction.
Appointment and Powers of Seller Representative. Each Seller hereby designates and appoints Seller Representative as its representative and agent under the Transaction Documents, and each Seller hereby irrevocably authorizes Seller Representative to act on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as instructed by the Required Sellers or all of the Sellers, as applicable, by the terms of the Transaction Documents, together with such powers as are reasonably incidental thereto. Seller Representative agrees to act as such on the express conditions contained in this ARTICLE IX. The provisions of this ARTICLE IX are solely for the benefit of Seller Representative and the Sellers, and Purchaser shall have no rights as a third party beneficiary of any of the provisions contained herein, except that Purchaser shall be able to rely on the authority of Seller Representative to take action under the Transaction Documents as described in this ARTICLE IX. Any provision to the contrary contained elsewhere in the Transaction Documents notwithstanding, Seller Representative shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Seller Representative have or be deemed to have any fiduciary relationship with any Seller, and no implied covenants, functions, responsibilities, duties, obligations or Liabilities shall be read into the Transaction Documents or otherwise exist against Seller Representative. Without limiting the generality of the foregoing, or of any other provision of the Transaction Documents that provides rights or powers to Seller Representative, Sellers agree that Seller Representative shall have the right to exercise the following powers as long as this Agreement remains in effect: (i) execute and deliver any and all notices, amendments, renewals, supplements, documents, instruments, proofs of Claim, notices and other written agreements with respect to the Transaction Documents, and (ii) perform, exercise, and enforce any and all other rights and remedies of the Sellers as provided in the Transaction Documents. Purchaser agrees that Sellers, without the joinder of Seller Representative may also (i) execute and deliver any and all notices, amendments, renewals, supplements, documents, instruments, proofs of Claim, notices and other written agreements with respect to the Transaction Documents, and (ii) perform, exercise, and enforce any and all other rights and remedies of the Sellers as provide...