Seller Representative Clause Samples
The Seller Representative clause designates an individual or entity to act on behalf of the sellers in connection with the transaction. This representative is typically authorized to make decisions, receive notices, and handle post-closing matters such as indemnification claims or escrow releases. By centralizing communication and authority, the clause streamlines interactions between the buyer and multiple sellers, reducing confusion and ensuring efficient resolution of issues that may arise after closing.
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Seller Representative. (a) By approving this Agreement and the transactions contemplated hereby, each Seller shall have irrevocably authorized and appointed Dangroup ApS as the initial Seller Representative. The Seller Representative will act as such Person’s representative and attorney-in-fact to act on behalf of such Person with respect to this Agreement and the Promissory Notes and to take any and all actions and make any decisions required or permitted to be taken by Seller Representative pursuant to this Agreement or the Promissory Notes, including the exercise of the power to:
(i) give and receive notices and communications;
(ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5;
(iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX;
(iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and Article IX;
(v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document (including the Promissory Notes);
(vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Notes);
(vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Seller Representative in complying with its duties and obligations; and
(viii) take all actions necessary or appropriate in the good faith judgment of Seller Representative for the accomplishment of the foregoing. Holdings and Buyer shall be entitled to deal exclusively with Seller Representative on all matters relating to this Agreement (including Article IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as being fully binding upon such Person. Notices or communications to or from Seller Representative shall constitute notice to or from each of the Sellers. Any decision or action by Seller Representative hereunder, including any agreement between Seller Representative and Buyer or Holdings relating to the defense, paymen...
Seller Representative. 15.1. Each Seller hereby appoints the Seller Parent as its representative, in each case as from the date of this agreement. The Seller Parent is hereby authorised to deliver any notice or document or the making of any request, election, proposal or consent expressed to be made on behalf of any Seller to any GDI Party pursuant to this agreement. Unless specifically stated to the contrary in this agreement, each GDI Party shall have regard only to, and to rely absolutely upon and act in accordance with, without any liability to any Party for having relied or acted thereon, notices, requests, elections, proposals or consents, issued by the Seller Parent. Service of any notice or other communication on the Seller Parent shall be deemed to constitute valid service thereof on all of the Sellers. The Seller Parent shall pass (and for the purposes of this agreement shall be deemed to have passed) any notices received pursuant to this agreement on behalf of any Seller to such Seller without undue delay.
15.2. The Sellers may appoint a replacement representative provided that 10 Business Days’ prior written notice of such replacement and appointment has been given to the Buyer.
15.3. The Seller Parent shall not be liable to any of the Sellers for any claims whatsoever arising from any act or omission undertaken by the Seller Parent in its capacity as their representative, save in the case of fraud or wilful default.
Seller Representative. (a) Each Company Security Holder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints ▇▇▇▇▇ ▇▇▇▇▇▇▇, in his capacity as the Seller Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Representative is a party, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) managing, controlling, defending and settling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.4; (ii) controlling and making any determinations with respect to the post-Closing Merger Consideration adjustments under Section 1.15; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Seller Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Security Holders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Security Holders unless otherwise agreed by each Company Security Holder who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Seller Representative is a party; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, i...
Seller Representative. Summit (or its successors or assigns) is hereby authorized and appointed to act for and on behalf of any or all Sellers (together with its or their permitted successors or assigns, the “Seller Representative”) in all respects in connection with the transactions contemplated by this Agreement and may take all actions and make all determinations in connection therewith. Sellers hereby agree that Purchaser shall be entitled to deliver notices solely to the Seller Representative and that Purchaser shall only be required to respond to notices received from, elections made by or Claims asserted by the Seller Representative on behalf of any or all Sellers. Purchaser may rely upon the authority of the Seller Representative to act on behalf of any or all Sellers. Purchaser shall not be liable for any Losses to any person or entity, including any Seller, for any action taken or not taken by the Seller Representative or for any action taken, or omission to take any action, in reliance upon the actions taken or not taken or decisions, acts, consents or instructions made, given or executed by the Seller Representative. The Seller Representative agrees to pay, indemnify and hold harmless, Purchaser from and against any Losses that Purchaser may suffer, sustain, or become subject to, related to or arising from any Claim by any Seller in connection with or arising out of any action taken, or omission to take any action, by Purchaser in reliance upon actions taken or not taken or decisions, acts, consents or instructions made, given or executed by the Seller Representative.
Seller Representative. A decision, act, consent or instruction of the Seller Representative under this Article 2 shall constitute a decision of all Sellers and shall be final, binding and conclusive upon each Seller, and the other Parties may rely upon any decision, act, consent or instruction of the Seller Representative under this Article 2 as being the decision, act, consent or instruction of each and every Seller. The other Parties are hereby relieved from any liability to any Person (including Sellers and their respective Affiliates) for any acts done by it in accordance with such decision, act, consent or instruction of the Seller Representative. Notices or communications to or from the Seller Representative shall constitute notice to or from each Seller for purposes of this Investor Rights Agreement. All acts of the Seller Representative under this Article 2 in its capacity as such shall be deemed to be acts on behalf of Sellers. The service by the Seller Representative shall be without compensation. Each Seller hereby consents and agrees to all actions or inactions taken or omitted to be taken in good faith by the Seller Representative under this Investor Rights Agreement and hereby agrees to indemnify and hold harmless, jointly and severally, the Seller Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred or suffered by the Seller Representative acting in such capacity, provided that the Seller Representative was acting in good faith.
Seller Representative. Each Seller hereby appoints the Initial Seller as its agent, attorney-in-fact and representative (in such capacity, the “Seller Representative”), and the Initial Seller accepts such appointment, for the purpose of (i) making any requests required under this Agreement, (ii) the receipt of any notice of required repurchase pursuant to Section 11.2, (iii) the giving and receipt of any other notices to, or demand of, any Seller under this Agreement, (iv) the delivery of all documents, reports, financial statements and written materials required to be delivered by any Seller under this Agreement, (v) the receipt of all payments owing to a Seller hereunder, together with the subsequent allocation of such payment proceeds between the Sellers, (vi) taking any and all other actions required to be undertaken hereunder by the Seller Representative, and (vii) all other purposes incidental to any of the foregoing. Each Seller agrees that any action taken by the Seller Representative as the agent, attorney-in-fact and representative of each such Seller shall be binding upon it, as applicable, to the same extent as if directly taken by such Seller, as applicable.
Seller Representative. Each Seller hereby appoints CACI as its agent, attorney-in-fact and representative (in such capacity, the “Seller Representative”), and CACI accepts such appointment, for the purpose of (i) making any requests required under this Agreement, (ii) the receipt of any notice of required repurchase pursuant to Section 11.2, (iii) the giving and receipt of any other notices to, or demand of, any Seller under this Agreement, (iv) the delivery of all documents, reports, financial statements and written materials required to be delivered by any Seller under this Agreement, (v) the receipt of all payments owing to a Seller hereunder, together with the subsequent allocation of such payment proceeds between the Sellers, (vi) taking any and all other actions required to be undertaken hereunder by the Seller Representative, and (vii) all other purposes incidental to any of the foregoing. Each Seller agrees that any action taken by the Seller Representative as the agent, attorney-in-fact and representative of each such Seller shall be binding upon it, as applicable, to the same extent as if directly taken by such Seller, as applicable.
Seller Representative. Company and Reinsurer agree and acknowledge that pursuant to the Purchase Agreement Reinsurer has appointed OneBeacon Insurance Group LLC as its representative (OneBeacon Insurance Group LLC, in such capacity, the “Seller Representative”), among other things, for the purposes of sending or receiving notices and reports and taking any other actions required by or permitted of Reinsurer under this Agreement, and that the Seller Representative has accepted such appointment.
Seller Representative. Each Seller hereby appoints CSC Solutions as its agent, attorney-in-fact and representative (in such capacity, the “Seller Representative”), and CSC Solutions accepts such appointment, for the purpose of (i) making any requests required under this Agreement, (ii) the receipt of any notice of required repurchase pursuant to Section 11.2, (iii) the giving and receipt of any other notices to, or demand of, any Seller under this Agreement, (iv) the delivery of all documents, reports, financial statements and written materials required to be delivered by any Seller under this Agreement, (v) the receipt of all payments owing to a Seller hereunder, together with the subsequent allocation of such payment proceeds between the Sellers, (vi) taking any and all other actions required to be undertaken hereunder by the Seller Representative, and (vii) all other purposes incidental to any of the foregoing. Each Seller agrees that any action taken by the Seller Representative as the agent, attorney-in-fact and representative of each such Seller shall be binding upon it, as applicable, to the same extent as if directly taken by such Seller, as applicable. CSC hereby resigns its previous appointment as Seller Representative under the Original Purchase Agreement. CSC Solutions herby assumes all obligations of CSC as Seller Representative under the Original Purchase Agreement.
Seller Representative. Any notice, waiver, consent or Performance Report signed by the Seller Representative in accordance with this Agreement shall be binding upon each of the other Sellers as if such Sellers had signed such notice, waiver, consent or Performance Report individually.