Appointment of Vendors’ Representative. (1) Each Vendor hereby irrevocably appoints Xxxx Xxxxxxx and Xxxxx Xxxxxxxx (or his nominee), or any successors thereto, as its representative, agent, proxy and attorney in fact (collectively, the "Vendors' Representative") for such Vendor and in such Vendor's name, place and stead for all purposes of this Agreement. (2) In order to administer efficiently the determination of certain matters under this Agreement, each Vendor hereby agrees that the Purchaser, subject to Section 1.6, will be entitled to: (a) rely on the Vendors' Representative as having full power, authority and discretion to make all decisions and take all actions relating to the Vendors' respective rights, obligations and remedies under this Agreement including to receive and make payments, to receive and send notices, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification on behalf of Vendors and to defend against indemnification claims of the Purchaser; and (b) deal only with the Vendors' Representative in respect of all matters arising under this Agreement including to receive and make payments, to receive and send notices (including notices of termination), to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification against the Vendors or any one of them and to defend against indemnification claims of the Vendors. (3) All references in this Agreement to decisions and actions to be taken by Vendors or any one of them, 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 or actions are taken by the Vendors' Representative. All references in this Agreement to decisions and actions to be taken by the Purchaser and directed to the Vendors or any one of them, as the case may be, shall be deemed directed to the Vendors or any one of them, as the case may be, if such decisions or actions are directed by the Purchaser to the Vendors' Representative. (4) Notwithstanding the foregoing, no payment, notice, receipt or delivery of documents, exercise, enforcement or waiver of rights or conditions, indemnification claim or indemnification defence shall be ineffective by reason only of it having been made or given to or by a Vendor directly if each of the Purchaser and such Vendor consent by virtue of not objecting to such dealings without the intermediary of the Vendors' Representative.
Appears in 1 contract
Samples: Share Purchase Agreement
Appointment of Vendors’ Representative. (1) Each Vendor hereby irrevocably appoints Xxxx Xxxxxxx and Xxxxx Xxxxxxxx (or his nominee), or any successors thereto, as its representative, agent, proxy and attorney in fact (collectively, the "Vendors' Representative") for such Vendor and in such Vendor's name, place and stead for all purposes of this Agreement.
(2) In order to administer efficiently the determination of certain matters under this Agreement, each Vendor hereby agrees that grants to [redacted name], or any successor thereto appointed by Vendors representing a majority of the Purchased Shares on the Closing Date with the prior written consent of Purchaser, subject its respective irrevocable mandate to Section 1.6, will be entitled to:act as each such Vendors’ Representative with respect to all matters under this Agreement (the “Vendors’ Representative”).
(a2) rely on Without limiting the generality of the foregoing, the Vendors' ’ Representative as having has full power, power and authority and discretion to make all decisions and take all actions relating to the Vendors' ’ respective rights, obligations and remedies under this Agreement including to receive and make payments, to receive and send noticesnotices (including notices of termination), to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to consent to any amendment or modification hereto, to seek indemnification on behalf of Vendors and to defend against indemnification claims of Purchaser. All decisions and actions taken by the Purchaser; andVendors’ Representative are binding upon all Vendors, and no Vendor has the right to object, dissent, protest or otherwise contest the same.
(b3) Purchaser is entitled to deal only with and, rely on decisions made by, the Vendors' ’ Representative in respect of all matters arising under this Agreement including to receive and make payments, to receive and send notices (including notices of termination), to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to consent to any amendment or modification hereto, to seek indemnification against the Vendors or any one of them and to defend against indemnification claims of the Vendors.
(34) All references in this Agreement to decisions and actions to be taken by Vendors or any one of them, as the case may be, shall be are deemed taken by the Vendors or any one of them, as the case may be, if such decisions or actions are taken by the Vendors' ’ Representative. All references in this Agreement to decisions and actions to be taken by the Purchaser and directed to the Vendors or any one of them, as the case may be, shall be are deemed directed to the Vendors or any one of them, as the case may be, if such decisions or actions are directed by the Purchaser to the Vendors' ’ Representative.
(45) In no event will Purchaser be held responsible or liable for the application or allocation of any monies paid to the Vendors’ Representative by Purchaser, and Purchaser will be entitled to rely upon any notice provided to Purchaser by the Vendors’ Representative or action taken by the Vendors’ Representative acting within the scope of his authority set out in this Agreement.
(6) Notwithstanding the foregoing, no payment, notice, receipt or delivery of documents, exercise, enforcement or waiver of rights or conditions, consent to amendments or modifications, indemnification claim or indemnification defence shall will be ineffective by reason only of it having been made or given to or by a Vendor directly if each of the Purchaser and such Vendor consent by virtue of not objecting to such dealings without the intermediary of the Vendors' ’ Representative.
Appears in 1 contract
Samples: Share Purchase Agreement
Appointment of Vendors’ Representative. (1) Each Vendor hereby irrevocably appoints Xxxx Xxxxxxx and Xxxxx Xxxxxxxx (or his nominee), or any successors thereto, as its representative, agent, proxy and attorney in fact (collectively, the "Vendors' Representative") for such Vendor and in such Vendor's name, place and stead for all purposes of this Agreement.
(2) In order to administer efficiently the determination of certain matters under this Agreement, each Vendor hereby agrees that of the Purchaser, subject Vendors designates and appoints the Vendors' Representative as its agent and attorney for all purposes under or in connection with this Agreement and the transactions contemplated by this Agreement. The Vendors' Representative is authorized to Section 1.6, will be entitled todo as follows:
(a) rely exercise any rights of the Vendor with respect to the Purchased Shares and in connection with this Agreement, the Ancillary Agreements and the Transactions;
(b) give and receive all notices and communications on behalf of such Vendor under this Agreement or any Ancillary Agreement or in connection with the Vendors' Representative as having full powerTransactions;
(c) receive, authority execute, hold and discretion deliver all agreements, documents, instruments, certificates and statements, on behalf of and in the name of the Vendor, to give effect to this Agreement and the Transactions;
(d) receive, or direct the payment and/or delivery of, all amounts payable or other consideration deliverable by the Purchaser to the Vendor under this Agreement, on behalf of such Vendor;
(e) receive service of process on behalf of Vendors in connection with any indemnification claims under this Agreement;
(f) take all actions and act on behalf of the Vendors in connection with finalization and settlement of the Closing Statements;
(g) make all decisions and take all actions relating to the Vendors' respective rights, obligations and remedies of such Vendor under this Agreement Agreement, including to receive and make payments, to receive and send notices, to receive and deliver any service of process or other documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification on behalf of Vendors and such Vendor, to defend against indemnification claims of the Purchaser; and's Indemnified Parties, and to negotiate, agree to, enter into settlements and compromises of, and comply with Orders of courts with respect to indemnification claims against such Vendor;
(bh) deal only amend, supplement or change this Agreement or waive any provision of this Agreement as long as any such amendment, supplement, change or waiver applies to each of the Vendors;
(i) take all actions as are necessary or appropriate in the judgment of the Vendors' Representative, acting reasonably, in connection with any of the foregoing, including retaining such counsel, accountants and other professional advisors as the Vendors' Representative reasonably deem necessary to assist the Vendors' Representative in respect the performance of its duties as the agent and attorney of such Vendor, but in each case, excluding any obligations of any Vendor under a Restrictive Covenant Agreement and/or Key Employee Employment Agreement, if applicable.
(2) The Vendors may remove and replace the Vendors' Representative by written notice executed by all matters arising under of the Vendors (other than the affected Vendors' Representative) and delivered to the affected Vendors' Representative and the Purchaser.
(3) If the Vendors' Representative resigns, another representative designated and appointed by Vendors holding (or who formerly held) a majority of the Purchased Shares shall: (a) be identified by the Vendors to the Purchaser as soon as practicable after the resignation of the Vendors' Representative; (b) fill such vacancy; and (c) be deemed to be the Vendors' Representative for all purposes of this Agreement.
(4) Each Vendor shall, on a pro rata basis in accordance with its Pro Rata Share, pay or reimburse the Vendors' Representative for all costs and expenses incurred (including fees and expenses of counsel) in connection with its activities in its capacities as Vendors' Representative, including (a) the enforcement of this Agreement including to receive and make payments, to receive and send notices (including notices any of termination), to receive and deliver documents, to exercise, enforce the Ancillary Agreements and/or the protection or waive preservation of the rights or conditions, to give releases and discharges, to seek indemnification of any of the Vendors and/or the Vendors' Representative against the Vendors Purchaser, or any one of them their respective assets, and (b) any amendment, supplement, change or waiver of any of the terms of this Agreement or any Ancillary Agreement (whether or not any such amendment, modification or waiver is signed or becomes effective). To facilitate the management and payment of any costs and expenses associated with this Agreement and the Transactions, a reserve fund (the "Reserve Fund") shall be established and managed by the Vendors' Representative. The Vendors' Representative shall be entitled to defend against indemnification claims withdraw amounts from the Reserve Fund as necessary to cover any such costs and expenses and shall return and pay to the Vendors any amounts from the Reserve Fund that were not utilized by the Vendors' Representative for the purposes set forth in this Agreement. Such distribution shall occur at such time as the Vendors' Representative may determine, acting reasonably but in its sole discretion, that it is no longer necessary to retain funds in the Reserve Fund.
(5) A notice to or from the Vendors' Representative, in its capacity as the Vendors' Representative, shall constitute notice to or from each of the Vendors.
(36) All references in this Agreement to decisions and actions to be taken by Vendors The Purchaser may rely upon any decision, act, consent, notice or any one instruction of them, 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 or actions are taken by the Vendors' Representative. All references in this Agreement Representative as being the decision, act, consent, notice or instruction of all of the Vendors, without any requirement to decisions conduct independent verification or other investigation.
(7) The Vendors shall indemnify and actions to be taken by the Purchaser and directed to the Vendors or any one of them, as the case may be, shall be deemed directed to the Vendors or any one of them, as the case may be, if such decisions or actions are directed by the Purchaser to hold harmless the Vendors' Representative.
Representative from and against all claims, losses, damages, reasonable costs, penalties, fines, costs and expenses (4) Notwithstanding the foregoing, no payment, notice, receipt or delivery of documents, exercise, enforcement or waiver of rights or conditions, indemnification claim or indemnification defence shall be ineffective by reason only of it having been made or given to or by a Vendor directly if each of the Purchaser and such Vendor consent by virtue of not objecting to such dealings without the intermediary including expenses of the Vendors' Representative's legal counsel) which, without fraud, negligence, willful misconduct or bad faith on the part of the Vendors' Representative, may be paid, incurred or suffered by the Vendors' Representative by reason, or as a result, of the performance by a Vendors' Representative of its duties as the agent and attorney of the Vendors.
(8) The Vendors' Representative shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, statutory declaration or other document furnished to the Vendors' Representative in connection with the Transactions, not only as to its due execution, and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained therein which the Vendors' Representative in good faith believes to be genuine and what it purports to be.
(9) Each of the Vendors acknowledges and agrees that the Vendors' Representative is serving in that capacity solely for purposes of administrative convenience, and the Vendors' Representative is not personally liable in such capacity for any of the obligations of any Vendor under this Agreement, or any other documents or agreement referred to in this Agreement, and each of the Vendors agrees that it will not look to the personal assets of the Vendors' Representative for the satisfaction of any obligations to be performed or liabilities to be satisfied by any Vendor. The Vendors' Representative may consult with legal counsel, accountants and other experts selected by it and shall not be liable for any act done or omitted hereunder as Vendors' Representative while acting in good faith and in the exercise of their reasonable judgment. The Vendors' Representative shall not be deemed to be a trustee or other fiduciary of or on behalf of any Vendor or any other Person, and the Vendors' Representative shall not have any liability in the nature of a trustee or other fiduciary.
(10) The provisions of this Section 9.1 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by such Vendor to the Vendors' Representative and shall be binding upon the executors, heirs, legal representatives and successors of such Vendor.
Appears in 1 contract
Samples: Share Purchase Agreement (Organigram Holdings Inc.)
Appointment of Vendors’ Representative. (1) Each Vendor hereby irrevocably appoints Xxxx Xxxxxxx and Xxxxx Xxxxxxxx (or his nominee)Birch Hill Equity Partners Management Inc., or any successors successor thereto, as its representative, agent, proxy and attorney in fact (collectively, the "“Vendors' ’ Representative"”) for such Vendor and in such Vendor's ’s name, place and stead for all purposes of this Agreement. As the representative of Vendors, Vendors’ Representative shall act as the agent for all Vendors and shall have authority to bind each Vendor in accordance with this Agreement.
(2) In order to administer efficiently the determination of certain matters under this Agreement, each Vendor hereby agrees that the Purchaser, subject to Section 1.6, Purchasers will be entitled to:
(a) rely on the Vendors' ’ Representative as having full power, authority and discretion to make all decisions and take all actions relating to the Vendors' ’ respective rights, obligations and remedies under this Agreement Agreement, including to receive and make payments, to receive and send notices, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification on behalf of Vendors and to defend against indemnification claims of the PurchaserPurchasers; and
(b) deal only with the Vendors' ’ Representative in respect of all matters arising under this Agreement including to receive and make payments, to receive and send notices (including notices of termination), to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification against the Vendors or any one of them and to defend against indemnification claims of the Vendors.
(3) All references in this Agreement to decisions and actions to be taken by Vendors or any one of them, 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 or actions are taken by the Vendors' ’ Representative. All references in this Agreement to decisions and actions to be taken by the Purchaser Purchasers and directed to the Vendors or any one of them, as the case may be, shall be deemed directed to the Vendors or any one of them, as the case may be, if such decisions or actions are directed by the Purchaser Purchasers to the Vendors' ’ Representative.
(4) The Purchasers shall be entitled to rely upon any notice provided to the Purchasers by the Vendors’ Representative or action taken by the Vendors’ Representative acting within the scope of his authority.
(5) Notwithstanding the foregoing, no payment, notice, receipt or delivery of documents, exercise, enforcement or waiver of rights or conditions, indemnification claim or indemnification defence shall be ineffective by reason only of it having been made or given to or by a Vendor directly if each of the Purchaser Purchasers and such Vendor consent by virtue of not objecting to such dealings without the intermediary of the Vendors' ’ Representative.
(6) The Vendors shall severally (and not jointly and severally) indemnify and hold harmless the Vendors’ Representative, in its capacity as Vendors’ Representative, and its shareholders, directors, officers, employees, agents and representatives, against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Vendors’ Representative’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of the Vendors’ Representative, may be paid, incurred or suffered by the Vendors’ Representative by reason or as a result of the performance by the Vendors’ Representative of its obligations as Vendors’ Representative set out in this Agreement.
Appears in 1 contract
Appointment of Vendors’ Representative. (1) Each The Vendor hereby irrevocably appoints Xxxx Xxxxxxx and Xxxxx Xxxxxxxx (or his nominee), or any successors thereto, The VenGrowth Advanced Life Sciences Fund Inc. to act as its representative, agent, proxy and attorney in fact representative (collectively, the "VENDORS' REPRESENTATIVE") to carry out such duties and responsibilities and to exercise such rights and powers on its behalf as are provided in this Agreement and in related documents in accordance with an agreement (the "VENDORS' REPRESENTATIVE AGREEMENT") to be entered into among the Vendors' Representative") for such , the Vendor, and certain other Persons to become shareholders or optionholders of the Purchaser (other than Vernalis). In the event of any disagreement between the Vendor and in such Vendor's name, place and stead for all purposes of this Agreement.
(2) In order to administer efficiently the determination of certain matters under this Agreement, each Vendor hereby agrees that the Purchaser, subject to Section 1.6, will be entitled to:
(a) rely on and/or the Vendors' Representative as having full power, authority and discretion resulting in adverse claims or demands with respect to make all decisions and take all actions relating the amounts delivered under this Agreement to the Vendors' respective rights, obligations and remedies under this Agreement including to receive and make payments, to receive and send notices, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification Representative on behalf of Vendors and to defend against indemnification claims of the Purchaser; and
(b) deal only with Vendor, the Vendors' Representative in respect of all matters arising under this Agreement including to receive and make paymentsshall be entitled, at its option, to receive refuse to comply with any claims or demands on it with respect thereto so long as such disagreement shall continue, and send notices (including notices of termination)in so refusing, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification against the Vendors or any one of them and to defend against indemnification claims of the Vendors.
(3) All references in this Agreement to decisions and actions to be taken by Vendors or any one of them, 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 or actions are taken by the Vendors' RepresentativeRepresentative may elect to make no delivery of such amounts. All references In doing so, the Vendors' Representative shall not be or become liable in this Agreement any way to decisions and actions to be taken by the Vendor, Vernalis or the Purchaser and directed for its failure or refusal to comply with such claims or demands. The Vendors' Representative may resign from such position at any time by written notice to the Vendors or any one of them, as the case may be, shall be deemed directed to the Vendors or any one of them, as the case may be, if such decisions or actions are directed by the Purchaser parties to the Vendors' Representative.
(4) Notwithstanding the foregoingRepresentative Agreement, no payment, notice, receipt or delivery of documents, exercise, enforcement or waiver of rights or conditions, indemnification claim or indemnification defence shall be ineffective by reason only of it having been made or given to or by a Vendor directly if each of the Purchaser and such Vendor consent by virtue of not objecting to such dealings without the intermediary of Vernalis provided that the Vendors' RepresentativeRepresentative shall have appointed a successor to the Vendors' Representative satisfactory to the Purchaser, acting reasonably, which appointment will be binding on the parties to the Vendors' Representative Agreement, and provided that such successor shall have consented to act in such capacity.
Appears in 1 contract
Appointment of Vendors’ Representative. (1) Each The Vendor hereby irrevocably appoints Xxxx Xxxxxxx and Xxxxx Xxxxxxxx (or his nominee), or any successors thereto, The VenGrowth Advanced Life Sciences Fund Inc. to act as its representative, agent, proxy and attorney in fact representative (collectively, the "VENDORS' REPRESENTATIVE") to carry out such duties and responsibilities and to exercise such rights and powers on its behalf as are provided in this Agreement and in related documents in accordance with an agreement (the "VENDORS' REPRESENTATIVE AGREEMENT") to be entered into among the Vendors' Representative") for such Vendor , the Vendor, and in such Vendor's name, place and stead for all purposes certain other Persons to become shareholders or optionholders of this Agreement.
(2) In order to administer efficiently the determination of certain matters under this Agreement, each Vendor hereby agrees that the Purchaser, subject to Section 1.6, will be entitled to:
(a) rely on . In the event of any disagreement between the Vendor and/or the Vendors' Representative as having full power, authority and discretion resulting in adverse claims or demands with respect to make all decisions and take all actions relating the amounts delivered under this Agreement to the Vendors' respective rights, obligations and remedies under this Agreement including to receive and make payments, to receive and send notices, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification Representative on behalf of Vendors and to defend against indemnification claims of the Purchaser; and
(b) deal only with Vendor, the Vendors' Representative in respect of all matters arising under this Agreement including to receive and make paymentsshall be entitled, at its option, to receive refuse to comply with any claims or demands on it with respect thereto so long as such disagreement shall continue, and send notices (including notices of termination)in so refusing, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification against the Vendors or any one of them and to defend against indemnification claims of the Vendors.
(3) All references in this Agreement to decisions and actions to be taken by Vendors or any one of them, 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 or actions are taken by the Vendors' RepresentativeRepresentative may elect to make no delivery of such amounts. All references In doing so, the Vendors' Representative shall not be or become liable in this Agreement any way to decisions and actions to be taken by the Vendor, Vernalis or the Purchaser and directed for its failure or refusal to comply with such claims or demands. The Vendors' Representative may resign from such position at any time by written notice to the Vendors or any one of them, as the case may be, shall be deemed directed to the Vendors or any one of them, as the case may be, if such decisions or actions are directed by the Purchaser parties to the Vendors' Representative.
(4) Notwithstanding the foregoingRepresentative Agreement, no payment, notice, receipt or delivery of documents, exercise, enforcement or waiver of rights or conditions, indemnification claim or indemnification defence shall be ineffective by reason only of it having been made or given to or by a Vendor directly if each of the Purchaser and such Vendor consent by virtue of not objecting to such dealings without the intermediary of Vernalis provided that the Vendors' RepresentativeRepresentative shall have appointed a successor to the Vendors' Representative satisfactory to the Purchaser, acting reasonably, which appointment will be binding on the parties to the Vendors' Representative Agreement, and provided that such successor shall have consented to act in such capacity.
Appears in 1 contract
Appointment of Vendors’ Representative. (1) Each Vendor of the Vendors hereby irrevocably appoints Xxxx Xxxxxxx and Xxxxx Xxxxxxxx (or his nominee), or any successors thereto, The VenGrowth Advanced Life Sciences Fund Inc. to act as its representative, agent, proxy and attorney in fact representative (collectively, the "VENDORS' REPRESENTATIVE") to carry out such duties and responsibilities and to exercise such rights and powers on its behalf as are provided in this Agreement and in related documents in accordance with an agreement (the "VENDORS' REPRESENTATIVE AGREEMENT") to be entered into among the Vendors' Representative") for such , the Vendors, and certain other Persons to become shareholders or optionholders of the Purchaser (other than Vernalis). In the event of any disagreement between any Vendor and in such Vendor's name, place and stead for all purposes of this Agreement.
(2) In order to administer efficiently the determination of certain matters under this Agreement, each Vendor hereby agrees that the Purchaser, subject to Section 1.6, will be entitled to:
(a) rely on and/or the Vendors' Representative as having full power, authority and discretion resulting in adverse claims or demands with respect to make all decisions and take all actions relating the amounts delivered under this Agreement to the Vendors' respective rights, obligations and remedies under this Agreement including to receive and make payments, to receive and send notices, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification Representative on behalf of Vendors and to defend against indemnification claims of the Purchaser; and
(b) deal only with Vendors, the Vendors' Representative in respect of all matters arising under this Agreement including to receive and make paymentsshall be entitled, at its option, to receive refuse to comply with any claims or demands on it with respect thereto so long as such disagreement shall continue, and send notices (including notices of termination)in so refusing, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification against the Vendors or any one of them and to defend against indemnification claims of the Vendors.
(3) All references in this Agreement to decisions and actions to be taken by Vendors or any one of them, 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 or actions are taken by the Vendors' RepresentativeRepresentative may elect to make no delivery of such amounts. All references In doing so, the Vendors' Representative shall not be or become liable in this Agreement any way to decisions and actions to be taken by the Vendors, Vernalis or the Purchaser and directed for its failure or refusal to comply with such claims or demands. The Vendors' Representative may resign from such position at any time by written notice to the Vendors or any one of them, as the case may be, shall be deemed directed to the Vendors or any one of them, as the case may be, if such decisions or actions are directed by the Purchaser parties to the Vendors' Representative.
(4) Notwithstanding the foregoingRepresentative Agreement, no payment, notice, receipt or delivery of documents, exercise, enforcement or waiver of rights or conditions, indemnification claim or indemnification defence shall be ineffective by reason only of it having been made or given to or by a Vendor directly if each of the Purchaser and such Vendor consent by virtue of not objecting to such dealings without the intermediary of Vernalis provided that the Vendors' RepresentativeRepresentative shall have appointed a successor to the Vendors' Representative satisfactory to the Purchaser, acting reasonably, which appointment will be binding on the parties to the Vendors' Representative Agreement, and provided that such successor shall have consented to act in such capacity.
Appears in 1 contract
Appointment of Vendors’ Representative. (1) Each Vendor of Vendors hereby irrevocably designates and appoints Xxxx Xxxxxxx Ariel as its sole representative and Xxxxx Xxxxxxxx agent (the “Vendors’ Representative”) to act as attorney-in-fact and mandatary for and on its behalf and in its stead in the circumstances specifically set forth in this Agreement and, in such capacity, to take such actions as he may deem necessary or desirable in these circumstances and Vendors, OP and Purchaser hereby accept such appointment. In the event of the death, incapacity or resignation of Vendors’ Representative, a replacement vendor representative shall be appointed in writing by Ariel, Ariel’s mandataries as to his nominee), property or any successors theretothe liquidators of Ariel’s estate, as its representativeapplicable, agentto act as the sole Vendors’ Representative in the circumstances specifically set forth in this Agreement and written notice of such appointment shall be given to the other Vendors, proxy OP and attorney in fact (collectively, the "Vendors' Representative") for such Vendor and in such Vendor's name, place and stead for all purposes of this Agreement.
(2) In order to administer efficiently the determination of certain matters under this Agreement, each Vendor hereby agrees that the Purchaser, subject and should the replacement be unable to Section 1.6so act, will a new replacement representative shall be entitled to:
(a) rely on immediately appointed in writing by Ariel, Ariel’s mandataries as to his property or the liquidators of Ariel’s estate, as applicable and written notice thereof shall be given to the other Vendors' , OP and Purchaser. Vendors’ Representative as having full power, authority shall be authorized hereby to take any and discretion to make all decisions and take all actions relating to the Vendors' respective rights, obligations and remedies under this Agreement including to receive and make payments, to receive and send notices, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification any decisions on behalf of Vendors and to defend against indemnification claims of the Purchaser; and
(b) deal only with the Vendors' Representative in respect of all matters arising under this Agreement including to receive and make payments, to receive and send notices (including notices of termination), to receive and deliver documents, to exercise, enforce required or waive rights or conditions, to give releases and discharges, to seek indemnification against the Vendors or any one of them and to defend against indemnification claims of the Vendors.
(3) All references in this Agreement to decisions and actions permitted to be taken by any of them in the circumstances specifically set forth in this Agreement. Each of Vendors or any one of them, as the case may be, shall be deemed bound by all actions taken by the Vendors Vendors’ Representative in such circumstances. OP, Purchaser and their respective Affiliates shall be entitled to rely on any action or decision of Vendors’ Representative without any one of themliability being incurred by OP, as the case may be, if such decisions Purchaser or actions are taken by the their respective Affiliates whatsoever for relying on Vendors' ’ Representative. All references in this Agreement to decisions and actions to be taken For greater certainty, any decision, direction or other determination by the Purchaser and directed to the Vendors or any one of them, as the case may be, Vendors’ Representative hereunder shall be deemed directed to the Vendors or any one of them, as the case may be, if such decisions or actions are directed by the Purchaser to the Vendors' Representative.
(4) Notwithstanding the foregoing, no payment, notice, receipt or delivery of documents, exercise, enforcement or waiver of rights or conditions, indemnification claim or indemnification defence shall be ineffective by reason only of it having been made or given to or by a Vendor directly if final and binding upon each of the Vendors and Vendors acknowledge that OP and Purchaser and may rely upon any such Vendor consent by virtue of not objecting to such dealings without the intermediary of the Vendors' Representativedecision, direction or other determination.
Appears in 1 contract
