Seller's Attorney Sample Clauses

Seller's Attorney. Xxxxx X. Xxxxxx at the following mailing address: Cravath, Swaine & Xxxxx, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (Telephone: (000) 000-0000) and Xxxxxxx Xxxxxxxx at the following mailing address: ITT Corporation, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx 00000 (Telephone: (000) 000-0000).
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Seller's Attorney. (a) For the purposes of this Agreement, the Sellers hereby appoint JCB as their representative (the "SELLERS' ATTORNEY") who shall, in their name and on their behalf, take any action, sign any documents required in respect of the transactions set forth in this Agreement, receive any notices and make any declarations required pursuant to this Agreement, or as a consequence thereof.
Sample 1
Seller's Attorney. Kevix X. Xxxxxx xx the following mailing address: Cravath, Swaine & Moorx, 005 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (Xxlephone: (212) 000-0000) xxd Patrxxx Xxxxxxxx xx the following mailing address: ITT Corporation, 1330 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx 00000 (Xxlephone: (212) 000-0000).
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Seller's Attorney. Kevix X.
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Seller's Attorney. Buyer acknowledges that the Escrow Agent is also Seller's Attorney in this transaction, and Buyer hereby consents to the Escrow Agent's representation of Seller in any litigation which may arise out of this Contract.
Sample 1
Seller's Attorney. Adv. Xxxx Xxxxxxx and/or Adv. Shy Baranov shall act as an Escrow Agent (the "Escrow Agent") for the Escrow Amount according to the Escrow Agreement form, which is attached as Exhibit 10.1 to this Agreement (the "Escrow Agreement"). Escrow Agent shall deposit the Escrow Amount in a special account, designated for this purpose (the "Escrow Account"). 10.2 Subject to the provisions of the Escrow Agreement, in event the Purchaser fails to pay the Purchase Price (net of the Escrow Amount) at the Closing, for any reason other than a breach of the Due Diligence Representations, or a failure of Seller to perform its Closing obligations as set forth in Section 6 above (provided that such failure was not cured within ten,business days following the Closing Date), then the Seller shall be entitled to receive the Escrow Amount. 10.3 The parties hereby acknowledge that the Escrow Amount shall be delivered to the Seller as liquidated damages, and the Seller shall not be required to prove any damages. The parties further acknowledge that the Escrow Amount reflects the anticipated real damages that the Seller will incur as a result of the fact that the Purchaser was exposed to the Setter's Assets. 10.4 The Purchaser confirms that the procedure regarding the transfer of the Escrow Amount, as set forth in the Escrow Agreement, to the Seller has been determined by both parties in good faith and is reasonable under the circumstances of this Agreement. 10.5 In the event of non-payment of the Purchase Price for a breach of the Due Diligence Representations, or a failure of Seller to perform its Closing obligations as set forth in Section 6, above, the Purchaser shall be entitled to the return of the Escrow Amount at its election plus any interest accrued on it, within 2 business days from the demand for its return. 11.
Sample 1

Related to Seller's Attorney

  • Sellers’ Agent The Seller’s Agent is appointed as the Seller’s agent to introduce a buyer.

  • Seller’s Affidavit A customary seller's affidavit in the form ------------------ required by the Title Company;

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Seller’s Deliveries At the Closing, Seller shall deliver to Buyer:

  • Seller’s Deliverables At the Closing, Seller shall deliver to Buyer:

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • Sellers’ Representative (a) Each of the Sellers hereby appoints Xxxx Xxxxx as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative.

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Appointment of Sellers’ Representative (a) By delivery of a duly executed Letter of Transmittal, each of the Sellers irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability company, as its true and lawful attorney-in-fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as such Seller's agent (with full power of substitution), to take such action on such Seller's behalf with respect to all matters relating to this Agreement and the Transactions, including without limitation, to negotiate, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents to effect any of the Transactions and to take all actions necessary or appropriate in connection with the foregoing. All decisions and actions by the Sellers' Representative, including any agreement between the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative shall incur no liability to the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellers. Sellers' Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Sellers' Representative.

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