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. (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. 7.1 Pursuant to the Purchase Agreement, Seller Agent shall act on behalf of the Sellers and shall have such powers as are delegated under or pursuant to the Purchase Agreement. The Seller Agent shall cause to be distributed all distributions to it from the Escrow Fund to or for the benefit of the Sellers in accordance with and subject to the terms of the Purchase Agreement.
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. (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.
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. Each of the Sellers hereby irrevocably appoints Xxxxxx Xxxxx to be the representative (the “Seller Agent”) of the Sellers following the Closing Date in any matter arising out of this Agreement. For any matter in which Lufkin is entitled to rely on or otherwise deal with the Sellers, Lufkin shall be entitled to communicate solely with the Seller Agent and shall be entitled to rely on any such communications as being the desire and will of the Sellers. Notice delivered to the Seller Agent in accordance with Section 9.2 shall be deemed notice to all of the Sellers. For purposes of this Agreement, each Seller, without any further action on its part, shall be deemed to have consented to the appointment of the Seller Agent as the attorney-in-fact for and on behalf of each such Seller, and for the taking by the Seller Agent of any and all actions and the making of any decisions required or permitted to be taken by such Seller under this Agreement. Accordingly, the Seller Agent has unlimited authority and power to act on behalf of each Seller with respect to this Agreement and the disposition, settlement or other handling of all indemnification claims, amendments, waivers, and other rights or obligations arising from and taken pursuant to this Agreement. The Sellers will be bound by all actions taken by the Seller Agent in connection with this Agreement, and Lufkin shall be entitled to rely on any action or decision of the Seller Agent. The Seller Agent will not incur any liability with respect to any action taken or allowed by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement, the Seller Agent may rely on the advice of counsel, and the Seller Agent will not be liable to the Sellers for anything done, omitted or allowed in good faith by the Seller Agent based on such advice. Notwithstanding the foregoing, (a) the Seller Agent shall have none of the foregoing authority with respect to the indemnification obligations of any other Seller arising pursuant to Section 8.1(b) and Lufkin shall only be entitled to rely on the actions and decisions of the applicable Seller and (b) Lufkin will not incur any liability to any Seller with resp...
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). 2. Агент Продавца: 0.00 USD/MT (ноль долларов США ноль центов за одну метрическую тонну).
