Vendors’ Representative Sample Clauses
The Vendors’ Representative clause designates an individual or entity to act on behalf of all vendors in matters related to the agreement. This representative is typically authorized to make decisions, give consents, receive notices, and handle post-closing matters such as claims or disputes on behalf of the vendors collectively. By centralizing communication and authority, the clause streamlines interactions between the vendors and the buyer, reducing administrative complexity and ensuring efficient resolution of issues that may arise during or after the transaction.
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Vendors’ Representative. (a) In order to administer efficiently the determination of certain matters under this Agreement, each of the Vendors hereby designate and appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇, the Vendors’ Representative, as its, his, or her, as the case may be, agent and attorney-in-fact, such designation and appointment being coupled with an interest, with full power of substitution for it, to: (i) give and receive all notices and communications on behalf of each of the Vendors hereunder; (ii) make all decisions and take all actions relating to the Vendors' respective rights, obligations, and remedies under this Agreement including to receive and send notices, to receive and deliver documents, to exercise, enforce, or waive rights or conditions, to give releases and discharges and to defend against indemnification claims of the Purchaser related to a breach of covenant by the Corporation; and (iii) take all actions as are necessary or appropriate in the judgement of the Vendors’ Representative in connection with any of the foregoing, including retaining such counsel, accountants, and other professional advisors as the Vendors’ Representative reasonably deems necessary to assist it in the performance of its duties hereunder.
(b) The Vendors’ Representative shall receive no compensation for services rendered other than reimbursement of out-of-pocket expenses incurred in connection with the performance of its duties, to be paid by the Vendors. Notices or communications to or from the Vendors’ Representative shall constitute notice to or from any applicable Vendor.
(c) The Purchaser may rely upon any decision, act, consent or instruction of the Vendors’ Representative as being the decision, act, consent or instruction of each Vendor. The Purchaser is hereby relieved from any liability to any Vendor for any acts taken by it in accordance with such decision, act, consent, or instruction of the Vendors’ Representative.
(d) The Vendors’ Representative, by signing this Agreement, accepts its responsibility as a Vendors’ Representative and covenants and agrees to take all such actions as a required by the Vendors’ Representative hereunder.
Vendors’ Representative. Vendor hereby designates ▇▇▇▇▇▇ ▇▇▇▇▇▇, or his or her designee, to act as its representative for the performance of this Agreement (“Vendor’s Representative”). Vendor’s Representative shall have full authority to represent and act on behalf of the Vendor for all purposes under this Agreement. The Vendor’s Representative shall supervise and direct the services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the services under this Agreement.
Vendors’ Representative. (1) Subject to this Section 2.8, each of the Vendors hereby appoints the Vendors’ Representative to be the true and lawful attorney in fact or agent of such Vendor and irrevocably grants the Vendors’ Representative a joint power of attorney coupled with an interest to act as the agent of and on behalf of, and in the name of, such Vendor for the purposes of: (a) amending this Agreement, the Escrow Agreement or any agreement or document contemplated by this Agreement; (b) accepting notices on behalf of the Vendors in accordance with this Agreement; (c) granting any consent or approval on behalf of the Vendors under this Agreement; (d) signing any document or agreement referred to or contemplated in this Agreement to be signed by the Vendors, including the Escrow Agreement and any receipts; and (e) taking any and all other actions and doing any and all other things provided in, or contemplated by, this Agreement to be performed by any of the Vendors. This power of attorney is coupled with an interest and cannot be revoked by any Vendor without the consent of the Vendors’ Representative and the Purchaser.
(2) The Vendors’ Representative shall act as the joint agent for all Vendors, shall have the authority to bind each such Vendor in accordance with this Agreement, and the Purchaser may rely on such appointment and authority until the receipt of notice of the appointment of a successor upon thirty (30) days’ prior written notice to the Purchaser.
(3) If the Vendors’ Representative resigns from his position as a Vendors’ Representative, dies or otherwise loses capacity to act as a Vendors’ Representative, then, unless the Vendors representing a majority of the Purchased Shares approve one or more replacement Vendors’ Representative within sixty (60) days of such cessation, resignation or loss, the term “Vendors’ Representative” as used in this Agreement and any agreement or document referred to or contemplated in this Agreement shall be deemed to refer to the Vendors.
Vendors’ Representative a. In order to administer efficiently the determination of certain matters under this Agreement, the Purchaser and the Parent will be entitled to:
i. rely on the Vendors’ Representative or any successor thereto as having full power and authority to make all decisions and take all actions relating to the respective rights, obligations and remedies of the Vendors under this Agreement, including to authorize payments to Vendors by the Paying Agent hereunder, to receive and send notices, to receive, execute and deliver documents (including amendments thereto), to exercise, enforce or waive rights or conditions, to agree to, negotiate, enter into settlements and compromises of, and demand court proceedings and comply with orders of courts and awards of court with respect to such claims, to give releases and discharges, to seek indemnification on behalf of the Vendors and to defend against indemnification claims of the Purchaser and the Parent, and to take all other actions that are either (A) necessary or appropriate in the judgment of the Vendors’ Representative for the accomplishment of the foregoing; or (B) specifically mandated by the terms of this Agreement; and
ii. deal only with the Vendors’ Representative in respect of all matters arising under this Agreement including to authorize payments to Vendors hereunder, to receive and send notices, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to agree to, negotiate, enter into settlements and compromises of, and demand court proceedings and comply with orders of courts and awards of court with respect to such claims, to give releases and discharges, to seek indemnification against the Vendors or any one of them and to defend against indemnification claims of Vendors’ Representative, and to take all other actions that are either (A) necessary or appropriate in the judgment of the Vendors’ Representative for the accomplishment of the foregoing; or (B) specifically mandated by the terms of this Agreement.
b. All decisions, consents, instructions and actions to be taken by Vendors or any one of them under this Agreement, as the case may be, shall be deemed taken by the Vendors or any one of them, as the case may be, if such decisions, consents, instructions or actions are taken by the Vendors’ Representative, and such decisions, consents, instructions or actions shall be final, binding or conclusive upon such Vendors. The Purchaser and the Parent may rely upon any such decis...
Vendors’ Representative. Each Vendor shall submit with its bid the name, address, and telephone number of the person(s) with authority to bind the firm and answer questions or provide clarification concerning the firm's bid.
Vendors’ Representative. Vendor’s Representative shall represent the Vendor in all matters pertaining to this Agreement. Vendor’s Representative is authorized to act on Vendor’s behalf with respect to the services and work to be provided hereunder and make all decisions in connection therewith.
Vendors’ Representative. Vendor shall designate a minimum one, and a maximum of two individuals to liaise with University’s Contract Administrator on facilities and/or equipment maintenance and/or repair requests.
Vendors’ Representative. Vendor hereby designates TBD, or his or her designee, to act as its representative for the performance of this Agreement (“Vendor’s Representative”). Vendor’s Representative shall have full authority to represent and act on behalf of the Vendor for all purposes under this Agreement. The Vendor’s Representative shall supervise and direct the services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the services under this Agreement.
Vendors’ Representative. (a) The Vendor shall assign a Vendor's Representative who will direct the provision of the Work. During the Term, the Vendor's Representative will maintain ongoing contact with Metrolinx to ensure that issues are dealt with in an efficient, effective and timely manner. The Vendor's Representative shall be the primary point of contact for Metrolinx for significant issues including commercial issues and Disputes and shall have overall responsibility for coordinating the performance of the Vendor's obligations under this Contract.
Vendors’ Representative. In accordance with Section 2.8 and for greater certainty, the Vendors’ Representative shall act as agent for and on behalf of the Vendors for all purposes under this Article 5 and all instructions given by, notices and communications given to or by, dealings and agreements with, and waivers from the Vendors’ Representative shall be deemed to be given to or by, made with or from all of the Vendors and may be relied upon by the Purchaser.