Seller Agent Clause Examples

Seller Agent. (a) Subject to the terms and conditions of this Section 11.6, Seller Agent is designated as the representative of Sellers by each Seller to serve, and Buyer hereby acknowledges that Seller Agent shall serve, as the sole representative of Sellers from the date of this Agreement and after the Closing Date with respect to the matters set forth in this Agreement, such service to be without compensation except for the reimbursement of out-of-pocket expenses and indemnification as provided herein or in the Indemnification Escrow Agreement. Seller Agent shall have no duties or responsibilities except those expressly set forth herein, and Seller Agent shall have no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Seller. (b) Each Seller irrevocably appoints Seller Agent as the agent, proxy and attorney-in-fact for such Seller for all purposes of this Agreement, including full power and authority on such Seller’s behalf: (i) to execute and deliver the Deposit Escrow Agreement and the Indemnification Escrow Agreement on behalf of Sellers, and to take all actions which Seller Agent considers necessary or desirable in connection with the defense, pursuit or settlement of any determination relating to the payment of the Deposit Escrow Amount and the Indemnification Escrow Amount and any claims for indemnification pursuant to this Article 11, including to xxx, defend, negotiate, settle and compromise any such claims for indemnification made by or against and other disputes with Buyer relating to this Agreement or transactions contemplated hereby; (ii) to engage and employ Representatives and to incur such other expenses as Seller Agent shall deem necessary or prudent in connection with the administration of this Agreement; (iii) to disburse to Sellers all indemnification payments received from Buyer under this Article 11, and to disburse to Buyer all indemnification payments to be paid to Buyer by Sellers; (iv) to accept and receive notices to Sellers pursuant to this Agreement; (v) to resolve, in Seller Agent’s sole discretion, any and all disputes arising under this Agreement, the Deposit Escrow Agreement, the Indemnification Escrow Agreement or any other agreement contemplated hereby or thereby; and (vi) to take all other actions and exercise all other rights which the Seller Agent (in its sole discretion) considers necessary or appropriate in connection with this Agreement. (c) Each Seller agrees that such agency an...

Seller Agent. Each of the Sellers does hereby irrevocably appoint SII as its agent and attorney-in-fact to act on behalf of such Seller with respect to the sale and transfer of the Shares, the Assets, the US Business, the UK Business and the German Business hereunder, to act on behalf of each Seller in any litigation or arbitration involving this Agreement or the transactions contemplated hereby, and to act on behalf of each Seller for purposes of any and all communications with the Purchaser, and SII hereby accepts such appointment. The Purchaser shall be entitled to rely without inquiry on any actions taken and any notices and communications given by SII on behalf of any such Seller as being from such Seller directly.

Seller Agent. Each Seller hereby appoints NBCUNIVERSAL Media, LLC to act as its agent hereunder in the capacity herein of “Seller Agent” and NBCUNIVERSAL Media, LLC hereby accepts such appointment. The Seller Agent hereby agrees to forward to each Seller, such Seller’s applicable pro-rata share of any funds received by the Seller Agent on behalf of the Sellers and each Seller hereby agrees to pay to the Seller Agent is pro-rata share of any amounts payable by the Seller Agent hereunder on behalf of the Sellers. For the avoidance of doubt, any amounts payable hereunder by the Seller Agent on behalf of any Seller or the Sellers shall be paid by the Seller Agent regardless of whether the Seller Agent has first received any or all of the applicable Sellers’ pro-rata shares thereof.

Seller Agent. (on behalf of Sellers) and Buyer shall, jointly and severally, indemnify and hold harmless Deposit Escrow Agent against any and all losses, claims, damages, liabilities, costs, and expenses, including reasonable costs of investigation and attorney’s fees, court costs and disbursements which may be imposed upon Deposit Escrow Agent or incurred by Deposit Escrow Agent in connection with its acceptance of appointment as Deposit Escrow Agent hereunder or in the performance of its duties hereunder except to the extent resulting from the Deposit Escrow Agent’s bad faith, gross negligence, willful misconduct or intentional breach of the terms of this Agreement.

Seller Agent. The Sellers hereby appoint LoCastro and Mark Jackson, or either of them, as their agent for the xxxxxxxs of xxxxxx xxx xommunications which the Sellers may give to the Buyer.

Seller Agent. 0.00 USD/MT (zero US dollars zero cents per one metric ton).

Seller Agent. (a) By virtue of the approval of the Merger and this Agreement, and by receiving the benefits thereof, including any consideration payable hereunder, by the Indemnifying Parties and without any further action of any of the Indemnifying Parties or the Company, at the Closing, Shareholder Representative Services LLC shall be constituted and appointed by the Indemnifying Parties as the Seller Agent for all purposes in connection with this Agreement and any related agreements. The Seller Agent shall be the exclusive representative agent and attorney-in-fact for and on behalf of the Indemnifying Parties to: (i) execute, as Seller Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices, instructions, and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Indemnifying Party, to or from Parent (on behalf of itself or any other Indemnified Party) relating to this Agreement or any of the Transactions and other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Indemnifying Party individually), (iii) review, negotiate and agree to and authorize Parent to reclaim funds or shares, as applicable, from the Indemnity Holdback in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Party, including by not objecting to such claims) pursuant to this Article 8, (iv) object to such claims pursuant to Section 8.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Indemnifying Party or necessary in the judgment of the Seller Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by...

Seller Agent. Each of the Partners and the Sellers hereby appoints Xxxxxx Xxxxxx as Seller Agent for and on behalf of the Sellers, subject to the provisions of this Agreement, to give and receive notices and communications, to authorize delivery to Peregrine of Buyer Shares from the Escrow Funds in satisfaction of claims by Peregrine, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Seller Agent for the accomplishment of the foregoing. Such agency may be changed by the Sellers from time to time upon not less than ten (10) days' prior written notice to Peregrine and the Escrow Agent; provided that the Seller Agent may not be removed unless holders of a majority-in-interest of the Escrow Funds agree to such removal and to the identity of the substituted agent. The Seller Agent may also resign at any time upon thirty (30) days' prior written notice to Peregrine, the Escrow Agent, the Sellers, and the Partners. Any vacancy in the position of the Seller Agent may be filled by approval of the holders of a majority-in-interest of the Escrow Funds. No bond shall be required of the Seller Agent, and the Seller Agent shall not receive compensation for his services. Notices or communications to or from the Seller Agent shall constitute notice to or from each of the Sellers.

Seller Agent. (a) Upon execution of this Agreement, each Seller other than Seller Agent, irrevocably appoints Seller Agent and its successors as such appointing Party’s attorney-in-fact to act on behalf of such Seller in connection with the authority granted to Seller Agent pursuant to this Section 13.18, and acknowledges that such appointment is coupled with an interest. (b) Each Seller by such appointment (i) authorizes Seller Agent subsequent to the date hereof (A) to give and receive written consents, reports, notices and communications to or from Buyer relating to this Agreement, the transactions contemplated by this Agreement and the other Transaction Documents, (B) to act on such appointing Party’s behalf with respect to any and all matters affecting such appointing Party in this Agreement, including giving and receiving all notices and communications to be given or received with respect to any such matters, (C) to negotiate, compromise and resolve any dispute that may arise under this Agreement, (D) to act on such appointing Party’s behalf in connection with all adjustments to the Base Purchase Price, and