Sellers’ Representatives Sample Clauses
The Sellers’ Representatives clause designates one or more individuals or entities to act on behalf of all sellers in matters related to the transaction. This representative is typically authorized to make decisions, receive notices, and handle post-closing matters such as indemnification claims or dispute resolution. By centralizing communication and authority, the clause streamlines interactions between the buyer and multiple sellers, reducing confusion and ensuring efficient management of collective seller responsibilities.
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Sellers’ Representatives. (a) The Seller irrevocably approves the constitution and appointment of, and hereby irrevocably constitutes and appoints ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇ as the exclusive, true and lawful agents, representatives and attorneys-in-fact of the Seller (the “Seller’s Representatives”) with authority, for and on behalf of the Seller to take such actions and exercise such discretions as may be required pursuant to the terms of this Agreement and any related document or instrument, including but not limited to the following:
(i) act for the Seller with regard to all matters pertaining to indemnification under this Agreement, including the power to defend, compromise, or settle any claims and to otherwise prosecute or pursue any litigation claims;
(ii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Seller’s Representatives deem necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement;
(iii) do or refrain from doing any further act or deed on behalf of the Seller that the Seller’s Representatives deem necessary or appropriate in their discretion relating to the subject matter of this Agreement as fully and completely as the Seller could do if personally present;
(iv) give or receive notices to be given or received by the Seller under this Agreement; and
(v) receive service of process in connection with any claims under this Agreement; provided that, the Seller’s Representatives shall not have the authority, for or on behalf of the Seller, to take any actions or exercise any discretion with respect to a claim by ▇▇▇▇▇ against the Seller relating to a breach by the Seller of any of its representations or warranties set forth in Article 7 including any indemnification of such breach under Section 9.2 or for any breach by the Seller of the covenants given by the Seller in Section 8.4 or Section 8.5. Except as stated above in relation to Article 7, all actions, notices, communications and determinations by or on behalf of the Seller in connection with this Agreement shall be given or made by the Seller’s Representatives and all such actions, notices, communications and determinations by the Seller’s Representatives shall conclusively be deemed to have been authorized by, and shall be binding upon, the Seller, and the Seller shall not have the right to object, dissent, protest or otherwise contest the same.
(b) If either of the Seller’s Representatives resigns, ...
Sellers’ Representatives. 17.2.1 With respect to the matters set out in this clause 17.2.1, the Sellers shall vis-à-vis the Buyer act as one party and shall (i) appoint one or more representatives (“Sellers’ Representatives”) and (ii) one legal adviser to represent all of the Sellers in any matter or dispute involving the Buyer, except that any Sellers having a conflict of interest with one or more of the other Sellers in such dispute may appoint its own legal adviser. The Sellers have hereby appointed Maj Invest, KB and B Holding, acting jointly (with a right of substitution) as the Sellers’ Representatives under this Agreement vis-à-vis the Buyer to the effect that Maj Invest, KB and B Holding, are authorised, when acting jointly, to legally bind the Sellers in any matter arising out of or in connection with this Agreement and the consummation of the transaction contemplated hereby, including (i) receiving any notice required to be delivered to the Sellers pursuant to this Agreement, (ii) determining any matters related to calculation of the Purchase Price and receipt of the Buyer’s payment of the Purchase Price, (iii) accepting or rejecting any Claim raised by the Buyer against any of the Sellers, or (iv) waiving any rights of the Sellers hereunder, provided, however, that such acts (other than receipt of notice pursuant to item (i)) are, in the Sellers’ Representatives’ discretion, made to the joint benefit of all Sellers, is made in writing and that the Sellers’ Representatives are explicitly stating that they are acting in their capacity as the Sellers’ Representatives intending to bind the Sellers. No Seller shall have any right to raise a claim against the Sellers’ Representatives (or any of them) with respect to actions duly taken in accordance with this clause 17.2.1.
Sellers’ Representatives.
(a) Seller shall employ one or more competent representatives, whose name or names and details of qualifications and previous experience shall have been provided to Buyer and Buyer’s Representative by Seller, to manage the project and who shall have Seller’s authority in respect of all matters arising out of or in connection with the Agreement and the Work.
Sellers’ Representatives. As of any date, the Chief Executive Officer, the Senior Vice President of Operations and the Chief Financial Officer of Ultra Resources.
Sellers’ Representatives. 15.2.1 The Seller will provide the Buyer with the services of Client Support representatives (the “Seller’s Representatives”) who will have an advisory role. Details of the services provided in this respect are given in Exhibit A to this Article 15.
15.2.2 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
15.2.3 As soon as the mission of the Seller’s Representatives as laid down in Exhibit A of this Article 15 comes to an end, the Buyer will receive non-exclusive access to the Seller’s Representatives’ Services which are closest to the Buyer’s main base.
15.2.4 The Seller will ensure that similar assistance is provided by the relevant representatives of the Propulsion System manufacturer and, if this is necessary and relevant, by the representatives of the Suppliers.
15.2.5 The Seller will, on an annual basis, provide the Buyer with a breakdown of man-months used and the balance of man-months available. This breakdown will be regarded as being accepted by the Buyer, unless the latter contests this with the Seller within thirty (30) days of receiving such.
15.2.6 At the Buyer’s request, the Seller may provide the Seller’s Representatives’ services beyond the window defined in Exhibit A to this Article 15, according to mutually agreed terms and conditions.
Sellers’ Representatives. Each of the Sellers hereby irrevocably appoints a representative from each of GarMark Partners, L.P. and Northwood Ventures LLC, and each of them individually, to act as attorneys-in-fact and representatives for the Sellers (together, the "Sellers' Representatives" and individually, a "Sellers' Representative"), to do any and all things and to execute any and all documents, in the Sellers' name, place and stead, in any way which each of the Sellers could do if personally present, in connection with this Agreement and the transactions contemplated hereby, including to accept on the Sellers behalf any amount or promissory note payable to any of the Sellers under this Agreement, or to amend, cancel or extend, or waive the terms of this Agreement. The Purchaser shall be entitled to rely, as being binding upon the Sellers, upon any document or other paper believed by the Purchaser to be genuine and correct and to have been signed by a Sellers' Representative, and the Purchaser shall not be liable to any of the Sellers for any action taken or omitted to be taken by the Purchaser in such reliance. The Sellers' Representatives shall have the sole and exclusive right on behalf of the Sellers to take any action or provide any waiver pursuant to Sections 1.8, 2.5, or 6.6, Articles 8 or 9.
Sellers’ Representatives. Seller’s Representatives are the individuals involved in supervising Seller’s ownership, operation, and maintenance of the Properties, have knowledge of the operation and maintenance of the Properties and have reviewed the representations of Seller set forth in, and the schedules and exhibits referenced in, this Section 9.1.
Sellers’ Representatives. 19.1 Any consent or agreement or direction or waiver in respect of a matter affecting all of the Investor Sellers and which is given or made in writing by the Investor Sellers’ Representative shall be binding upon all the Investor Sellers.
19.2 Where the Management Sellers selling between them a majority of the Shares sold by the Management Sellers notify the Parties by not less than five Business Days’ prior written notice with express references to this Agreement that a person(s) with an address in the United Kingdom shall be the Management Sellers’ Representative(s), any consent or agreement or direction or waiver in respect of a matter affecting all of the Management Sellers or Warrantors and which is given or made in writing by such Management Sellers’ Representative(s) shall be binding upon all the Management Sellers or Warrantors.
19.3 The Investor Sellers’ Representative and the Management Sellers’ Representative(s) are hereby authorised to act in the way contemplated by this Agreement and to take such decisions as they shall at their entire discretion determine and, provided they or it act in good faith, the Investor Sellers’ Representative and the Management Sellers’ Representative(s) shall have and accept no liability to any of the Investor Sellers or Management Sellers or Warrantors (respectively) or to any other person other than the Buyer in connection with or as a result of anything which such Investor Sellers’ Representative and the Management Sellers’ Representative(s) do, refrain from doing or neglect or omit to do in connection with any matter relating to this Agreement.
19.4 As between the Investor Sellers on the one hand and the Investor Sellers’ Representative on the other and the Management Sellers or Warrantors on the one hand and the Management Sellers’ Representative(s) on the other, the Investor Sellers’ Representative and the Management Sellers’ Representative(s) (respectively) shall not be required to expend any of their own money on or in relation to the matters referred to in this Agreement and without prejudice to the generality of the foregoing may decline to take any steps in relation to any claim under the Warranties or otherwise in connection with this Agreement unless they have been indemnified and secured (if and to the extent they so require, to their full satisfaction) by the Investor Sellers or Management Sellers or Warrantors they represent in respect of the maximum amount of the expenses and other liabilities of a...
Sellers’ Representatives. The Sellers hereby designate E. Davidson Hardman, Jr. as their representative (the "Re▇▇▇▇▇▇▇▇▇▇▇e") ▇▇ ▇eceive notices on their behalf as contemplated by Section 17 of this Agreement, to bind the Sellers with respect to any agreements between any such Seller and the Purchaser, to approve amendments to this Agreement and to render decisions and furnish information as may be required of the Sellers pursuant to this Agreement and the Purchaser shall have no obligation to inquire into the authority of the Representative with respect to any actions taken by the Representative with respect to this Agreement on behalf of the Sellers.
Sellers’ Representatives. 55 /TABLE LIST OF SCHEDULES 1 Description of the Land 2 Excluded Property 3 Existing Mortgages 4 Permitted Encumbrances 5 Rent Rolls 7 Environmental Disclosure 8 Intangible Property 9 Licenses 10 Certain New Leases 11 Trash Disposal Contracts 12 Title Insurance Endorsements 13 Existing Mortgage Documents 14 REAs LIST OF EXHIBITS B Lease Assignment C Contract and License Assignment D Intangible Property Assignment E Bill of Sale F Notice to Tenants G Tenan▇ ▇▇toppel Certificate H Landlord Estoppel Certificate I Sellers' FIRPTA Affidavit J Bradlee's Note K Certificate Regarding Representations and Warranties L Broker Receipt M Property Manager Release N Form of Press Release O Media Play Lease Terms P REA Estoppel TABLE OF DEFINED TERMS The following capitalized terms are defined in the respective Section of the Agreement identified below: "A & A Agreements" - as such term is defined in Section 9(d) hereof.