Buyer Representative Clause Samples
The Buyer Representative clause designates an individual or entity to act on behalf of the buyer in a transaction. This representative is authorized to communicate with the seller, make decisions, and execute documents related to the purchase. By clearly identifying who represents the buyer, the clause ensures efficient communication and decision-making, reducing confusion and potential disputes during the transaction process.
POPULAR SAMPLE Copied 1 times
Buyer Representative. (a) By its execution of this Agreement, ▇▇▇▇▇ hereby appoints ▇▇▇▇▇ as his true and lawful agent and attorney-in-fact, to act in the name, place and stead of ▇▇▇▇▇ 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 ▇▇▇▇▇ 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) ▇▇▇▇▇ 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. ▇▇▇▇▇ reserves the right to revoke the foregoing appointment at any time upon written notice to Seller and ▇▇▇▇▇.
(b) By Zalik’s execution of this Agreement (unless and until the power of attorney granted in Section 8.15(a) is revoked by ▇▇▇▇▇), it is agreed that: (i) Seller shall be entitled to rely conclusively on the instructions and decisions of ▇▇▇▇▇ as to any actions required or permitted to be taken by ▇▇▇▇▇ 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 ▇▇▇▇▇; (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. Castlerigg is hereby appointed as the "Buyer Representative" for the Buyers hereunder, and each Buyer hereby authorizes the Buyer Representative (and its officers, directors, employees and agents) to take any and all such actions on behalf of such Buyer with respect to the Escrow Funds in accordance with the terms of this Agreement and the Escrow Agreement. The Buyer Representative shall not have, by reason hereof or any of the other Transaction Documents, a fiduciary relationship in respect of the Buyers. Neither the Buyer Representative nor any of its officers, directors, employees and agents shall have any liability to the Buyers for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and the Buyers agrees to defend, protect, indemnify and hold harmless the Buyer Representative and all of its officers, directors, employees and agents (collectively, the "Buyer Representative Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Buyer Representative Indemnitee, as incurred, whether direct, indirect or consequential, arising from or in connection with the performance by such Buyer Representative Indemnitee of the duties and obligations of the Buyer Representative pursuant hereto. In the event that Castlerigg no longer holds any Notes, a majority of the holders of the Notes shall appoint a new Buyer Representative. At any time, upon two (2) Business Days advance notice to the Company, the Escrow Agent and the Buyers, the Buyer Representative may resign as Buyer Representative, and a majority of the holders of the Notes shall appoint a new Buyer Representative. After any Buyer Representative's resignation hereunder, the provisions of this Section 4(s) shall inure to its benefit. If a successor Buyer Representative shall not have been so appointed within said two (2) Business Day period, the retiring Buyer Representative shall then appoint a successor Buyer Representative who shall serve until such time, if any, as the holders of a majority of the Notes appoint a successor Buyer Representative as provided above.
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. 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. Each Buyer acknowledges and agrees that ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Capital, L.P. and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of ▇▇▇▇▇▇▇ 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. 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. A new Section 9.15 is hereby added to the Purchase Agreement following Section 9.14:
Buyer Representative. ▇▇▇▇▇ shall designate in writing a person to act as ▇▇▇▇▇'s representative with respect to the work to be performed hereunder. Such person shall have complete authority to transmit instructions, receive information, interpret and define owners' policies and decisions and to inspect and finally accept the items to be delivered or installed under this order.
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. The Buyer shall, by notice to the Seller, appoint a Buyer’s representative who shall have the necessary authority to direct and manage all of the Buyer’s requests in connection with this Agreement, and provide a single point of communication with the Seller. The Buyer may, by notice to the Seller, replace the Buyer’s representative. Initially, the Buyer’s representative shall be: