Buyer Representative. (i) Each Buyer, by signing this Agreement, designates St. Maarten Buyer as the representative of the Buyers for purposes of the Escrow Agreement (the “Buyer Representative”). If at any time the Buyer Representative is not able to serve as the Buyer Representative, the Buyers shall promptly, and in any event prior to the time required for any action or response from the Buyer Representative, select a replacement Buyer Representative reasonably acceptable to the Sellers. The Buyers shall be bound by any and all actions taken by the Buyer Representative on their behalf in connection with the Escrow Agreement.
(ii) The Sellers shall be entitled to rely upon any communication or writing given by or to, or executed by, the Buyer Representative with respect to the Escrow Agreement. The Buyers hereby consent and agree that the Buyer Representative is authorized to accept and deliver notice on behalf of the Buyers in connection with the Escrow Agreement and to deliver waivers and consents on behalf of the Buyers with respect thereto.
(iii) The Buyer Representative is hereby appointed as the true and lawful attorney-in-fact of each Buyer with respect to all matters pertaining to the Escrow Agreement, with full power in his name and on his behalf to act according to the terms of the Escrow Agreement in the absolute discretion of the Buyer Representative, and to do all things and to perform all acts, including amending the Escrow Agreement, waiving rights, discharging liabilities and obligations, settling disputes, defending and prosecuting claims and executing and delivering all agreements, certificates, receipts, instructions and other instruments, contemplated by or deemed advisable in connection with the Escrow Agreement. This power of attorney and all authority hereby conferred is granted in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any one or more Buyers, or by operation of Law, whether by death or other event. Each Buyer hereby irrevocably agrees that it shall be bound to the terms of any settlement of any dispute under the Escrow Agreement.
(iv) The Buyer Representative shall have no liability for any Losses of any kind, which any Party hereto may at any time hereafter have against the Buyer Representative solely in its capacity as the Buyer Representative, and no Party hereto shall ever allege, assert, bring, commence, institute, maintain, prosecute or otherwise pursue ...
Buyer Representative. Buyer shall be entitled to have its representatives and any independent third party witness present to witness each Test and shall be allowed unrestricted access to the area from where the Project is being controlled (e.g., Project control room), and unrestricted access to inspect the instrumentation necessary for Test data acquisition prior to commencement of any Test. Buyer shall be responsible for all costs, expenses and fees payable or reimbursable to the representative and the third party, if any.
Buyer Representative. Each Buyer acknowledges and agrees that Xxxxxxx Capital, L.P. shall not be liable for any act done or omitted under this Section 7 or Section 4(h) as a representative of the Buyers while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Buyer shall severally indemnify Xxxxxxx Capital, L.P. and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of Xxxxxxx Capital, L.P. and arising out of or in connection with the acceptance or administration of its duties under this Section 7 and Section 4(h).
Buyer Representative. A new Section 9.15 is hereby added to the Purchase Agreement following Section 9.14:
Buyer Representative. The Buyer shall designate a single representative to act as liaison with Raytheon and to monitor the performance by Raytheon of its obligations under this Agreement (the "Buyer Representative"). The Buyer shall cause the Buyer Representative to be available at all times during normal business hours and, to the extent requested by the Buyer, Raytheon shall cause Heath Canada to provide office space to the Buyer Representative at its headquarters. Any consent or decision made by the Buyer Representative shall be binding on the Buyer.
Buyer Representative. 2.1. The Buyer SPV hereby appoints the Buyer as its representative from the date of this agreement. The Buyer is hereby authorised to deliver any notice or document or the making of any request, election, proposal or consent expressed to be made on behalf of the Buyer SPV to any Seadrill Party pursuant to this agreement. Unless specifically stated to the contrary in this agreement, each Seadrill Party shall have regard only to, and to rely absolutely upon and act in accordance with, without any liability to any Party for having relied or acted thereon, notices, requests, elections, proposals or consents, issued by the Buyer. Service of any notice or other communication on the Buyer shall be deemed to constitute valid service thereof on all of the GDI Parties. The Buyer shall pass (and for the purposes of this agreement shall be deemed to have passed) any notices received pursuant to this agreement on behalf of the Buyer SPV to the GDI SPV without undue delay.
2.2. The GDI Parties may appoint a replacement representative provided that 10 Business Days’ prior written notice of such replacement and appointment has been given to the Seller Parent.
2.3. The Buyer shall not be liable to any of the Buyer SPV for any claims whatsoever arising from any act or omission undertaken by the Buyer in its capacity as their representative, save in the case of fraud or wilful default.
Buyer Representative. Times Mirror and Seller hereby acknowledge and agree that from and after the date of this Agreement through the earlier of the Closing Date or the date of termination of this Agreement pursuant to Section 12.01, Buyer shall be entitled to maintain a representative of Buyer (the "Buyer Representative") at Seller's principal place of business for the purpose of ensuring Seller's compliance with Section 7.02; provided, however, that all information and documentation made available to or otherwise obtained by the Buyer Representative pursuant to the terms of this Section 9.07 shall be subject to the terms of the Confidentiality Agreement. Buyer acknowledges and agrees that the Buyer Representative shall be on-site only for the limited purpose set forth in this Section 9.07 and that the Buyer Representative shall not in any way exercise or purport to exercise any authority with respect to the management of Seller or CRC's Business.
Buyer Representative. (a) By its execution of this Agreement, Xxxxx hereby appoints Xxxxx as his true and lawful agent and attorney-in-fact, to act in the name, place and stead of Xxxxx with respect to the performance on behalf of Buyers under the terms and provisions of this Agreement, as the same may be amended from time to time, and to do or refrain from doing all such further acts and things, and to execute all such documents, as Xxxxx shall deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or the Sale Documents, including, without limitation, the power (i) to take all action necessary to consummate the transactions contemplated hereby and pursuant to the Sale Documents, including the resolution of any disputes hereunder or thereunder and/or settlement of any indemnification claims, (ii) to give and receive all notices required to be given under this Agreement or the Sale Documents, and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of Buyers by the terms of this Agreement or the Sale Documents, in each case except as otherwise provided in the Servicing Agreement; provided, however, (i) Xxxxx shall retain the sole authority to sell, assign, convey, pledge or otherwise hypothecate any or all of Zalik’s rights in the Purchased Assets to any other parties pursuant to Section 8.7, and (ii) this Agreement and the Sale Documents may not be modified or amended without Zalik’s prior written consent. Xxxxx reserves the right to revoke the foregoing appointment at any time upon written notice to Seller and Xxxxx.
(b) By Zalik’s execution of this Agreement (unless and until the power of attorney granted in Section 8.15(a) is revoked by Xxxxx), it is agreed that: (i) Seller shall be entitled to rely conclusively on the instructions and decisions of Xxxxx as to any actions required or permitted to be taken by Xxxxx hereunder, and no party hereunder shall have any cause of action against Seller for any action taken by Seller in reliance upon the instructions or decisions of Xxxxx; (ii) the provisions of this Section 8.15 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable; (iii) remedies available at law for any breach of the provisions of this Section 8.15 are inadequate, and, accordingly, Seller shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving damages if Seller brings an action to enforc...
Buyer Representative. Each of the Buyers and Buyer Parent hereby irrevocably appoints Buyer Parent as its attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such Party, to act on its behalf after the Closing Date with respect to matters (including all rights and obligations) which each such Party has the opportunity or obligation to act hereunder following the Closing Date.
Buyer Representative
