Common use of Actions of the Sellers’ Representative Clause in Contracts

Actions of the Sellers’ Representative. A decision, act, consent or instruction of the Sellers’ Representative (acting in its capacity as the Sellers’ Representative as authorized under Section 10.6(a)) will constitute a decision of all of the TopCo Sellers and will be final, conclusive and binding upon each of the TopCo Sellers, and Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of each of the TopCo Sellers; provided, however, that any decision, act, consent or instruction of the Sellers’ Representative in respect of an individual TopCo Seller’s breach (or asserted breach) of any representation, warranty or covenant of such TopCo Seller herein shall not be effective against such TopCo Seller without the prior written consent of such TopCo Seller. Buyer is hereby relieved from any Liability to any Person for any acts done by Buyer in accordance with such decision, act, consent or instruction of the Sellers’ Representative. The Sellers’ Representative will be entitled to rely on the advice of counsel, public accountants or other independent experts that it reasonably determines to be experienced in the matter at issue, and will not be liable to any TopCo Seller for any action taken or omitted to be taken in good faith based on such advice or that it otherwise reasonably believes are necessary or appropriate under the Agreement. The Sellers’ Representative is serving in its capacity as such solely for purposes of administrative convenience, and is not personally liable in such capacity for any of the obligations of any TopCo Seller hereunder, and Buyer agrees that it will not look to the personal assets of Sellers’ Representative, acting in such capacity, for the satisfaction of any obligations to be performed by any of the TopCo Sellers hereunder.

Actions of the Sellers’ Representative. A decision, act, consent or instruction of the Sellers’ Representative (acting in its capacity as the Sellers’ Representative as authorized under Section 10.6(a8.6(a)) will constitute a decision of all of the TopCo Company Sellers and will be final, conclusive and binding upon each of the TopCo Company Sellers, and Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of each of the TopCo Company Sellers; provided, however, that any decision, act, consent or instruction of the Sellers’ Representative in respect of an individual TopCo Company Seller’s breach (or asserted breach) of any representation, warranty or covenant of such TopCo Company Seller herein shall not be effective against such TopCo Company Seller without the prior written consent of such TopCo Company Seller. Buyer is hereby relieved from any Liability to any Person for any acts done by Buyer in accordance with such decision, act, consent or instruction of the Sellers’ Representative. The Sellers’ Representative will be entitled to rely on the advice of counsel, public accountants or other independent experts that it reasonably determines to be experienced in the matter at issue, and will not be liable to any TopCo Company Seller for any action taken or omitted to be taken in good faith based on such advice or that it otherwise reasonably believes are necessary or appropriate under the Agreement. The Sellers’ Representative is serving in its capacity as such solely for purposes of administrative convenience, and is not personally liable in such capacity for any of the obligations of any TopCo Company Seller hereunder, and Buyer agrees that it will not look to the personal assets of Sellers’ Representative, acting in such capacity, for the satisfaction of any obligations to be performed by any of the TopCo Company Sellers hereunder.

Actions of the Sellers’ Representative. A decision, act, consent or instruction of the Sellers’ Representative (acting in its capacity as the Sellers’ Representative as authorized under Section 10.6(a)Representative) will constitute a decision of all of the TopCo Sellers and will be final, conclusive and binding upon each of the TopCo Sellers, and the Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of each of the TopCo Sellers; provided, however, that any decision, act, consent or instruction of the Sellers’ Representative in respect of an individual TopCo Seller’s breach (or asserted breach) of any representation, warranty or covenant of such TopCo Seller herein shall not be effective against such TopCo Seller without the prior written consent of such TopCo Seller. The Buyer is and its Affiliates are hereby relieved from any Liability liability to any Person for any acts done by the Buyer in accordance with such decision, act, consent or instruction of the Sellers’ Representative. The Sellers’ Representative will not be held liable by any Seller for actions or omissions in exercising or failing to exercise all or any of the power and authority of the Sellers’ Representative pursuant to this Agreement, except in the case of the Sellers’ Representative’s bad faith or willful misconduct. The Sellers’ Representative will be entitled to rely on the advice of counsel, public accountants or other independent experts that it reasonably determines to be experienced in the matter at issue, and will not be liable to any TopCo Seller for any action taken or omitted to be taken in good faith based on such advice advice. Each Seller will severally, in accordance with their respective pro rata shares based on the relative portions of the Purchase Price received pursuant to this Agreement, indemnify Sellers’ Representative from any losses, damages, judgments, assessments, fines, penalties, fees, costs, expenses, liabilities, awards, demands, claims, actions, damages or that it otherwise reasonably believes are necessary amounts paid in settlement (in each case, including reasonable attorneys’ fees and expenses and costs of investigations) arising out of its serving as the Sellers’ Representative hereunder, except for such losses and similar items arising out of or appropriate under caused by the AgreementSellers’ Representative’s bad faith or willful misconduct. The Sellers’ Representative is serving in its capacity as such solely for purposes of administrative convenience, and is not personally liable in such capacity for any of the obligations of any TopCo Seller hereunder, and Buyer the Buyer, on behalf of itself and its Affiliates, agrees that it neither the Buyer nor its Affiliates will not look to the personal assets of the Sellers’ Representative, acting in such capacity, for the satisfaction of any obligations to be performed by any of the TopCo Sellers hereunder.

Actions of the Sellers’ Representative. A decision, act, consent or instruction of the Sellers’ Representative (acting in its capacity as the Sellers’ Representative as authorized under Section 10.6(a)) will constitute a decision of all of the TopCo Sellers Seller Parties and will be final, conclusive and binding upon each of the TopCo Sellers, Seller Parties and Buyer Buyers may rely upon any such decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of each of the TopCo Sellers; provided, however, that any decision, act, consent or instruction Seller Parties. Each of Buyers and the Sellers’ Representative in respect of an individual TopCo Seller’s breach (or asserted breach) of any representation, warranty or covenant of such TopCo Seller herein shall not be effective against such TopCo Seller without the prior written consent of such TopCo Seller. Buyer Company is hereby relieved from any Liability liability to any Person for any acts done by Buyer any of Buyers and the Company in accordance with such decision, act, consent or instruction of the Sellers’ Representative, including any such decision, act, consent or instruction relating to the Consideration Schedule. The Sellers’ Representative will not be held liable by any holder of Equity Interests of the Company or Blocker for actions or omissions in exercising or failing to exercise all or any of the power and authority of the Sellers’ Representative pursuant to this Agreement, except in the case of the Sellers’ Representative’s willful misconduct. The Sellers’ Representative will be entitled to rely on the advice of counsel, public accountants or other independent experts that it reasonably determines to be experienced in the matter at issue, and will not be liable to any TopCo Seller holder of Equity Interests of Blocker or any holder of Equity Interests of the Company for any action taken or omitted to be taken in good faith based on such advice or that it otherwise reasonably believes are necessary or appropriate under the Agreementadvice. The Sellers’ Representative is serving in its capacity as such solely for purposes of administrative convenience, and is not personally liable in such capacity for any of the obligations of any TopCo Seller holder of Equity Interests of Blocker or any holder of Equity Interests of the Company hereunder, and Buyer agrees Buyers agree that it they will not look to the personal assets of the Sellers’ Representative, acting in such capacity, for the satisfaction of any obligations to be performed by any of the TopCo Sellers holders of Equity Interests of Blocker or any holder of Equity Interests of the Company hereunder.