Common use of Seller Representative Clause in Contracts

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. Summit (or its successors or assigns) is Each Seller hereby authorized and appointed to act appoints ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ as Seller Representative for and on behalf of any or all Sellers (together with its or their permitted successors or assigns, the “such Seller Representative”) in all respects to give and receive notices and communications in connection with this Agreement and the transactions contemplated by hereby, to authorize and agree to adjustments to the Estimated Purchase Price under Artcle II and other applicable provisions of this Agreement, to take all other actions on behalf of Sellers pursuant to this Agreement, and to take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing. The Seller Representative shall have the authority to make all decisions and determinations and to take all actions required or permitted hereunder on behalf of each such Seller, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller. The Seller Representative shall be authorized to take all actions on behalf of the Sellers in connection with any claims made under Article VI of this Agreement and may take all actions and make all determinations in connection therewithto defend or settle such claims. Sellers hereby agree that Purchaser The Seller Representative shall be entitled to deliver notices solely to recover any costs and expenses incurred in connection with his services as the Seller Representative and that Purchaser shall only under this Agreement directly from the Sellers. Buyer will be required entitled to respond to notices received fromrely upon as being binding upon each Seller any agreement, elections made by document, certificate or Claims asserted other instrument executed 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 Representative, and Buyer will not be liable for any Losses to any person or entity, including any Seller, Seller for any action taken or not omitted to be taken in such reliance, or otherwise in reliance upon the instructions or directions given, or actions taken, by the Seller Representative that are contemplated or for any action taken, or omission permitted to take any action, in reliance upon the actions taken or not taken or decisions, acts, consents or instructions made, be given or executed taken thereby 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 terms 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 Representativethis Agreement.