Common use of Seller Agent Clause in Contracts

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. (b) Each Seller irrevocably appoints Seller Agent as the agent, proxy and attorney-in-fact for such Seller for all purposes of this Agreement, including full power and authority on such Seller’s behalf: (i) to execute and deliver the Deposit Escrow Agreement and the Indemnification Escrow Agreement on behalf of Sellers, and to take all actions which Seller Agent considers necessary or desirable in connection with the defense, pursuit or settlement of any determination relating to the payment of the Deposit Escrow Amount and the Indemnification Escrow Amount and any claims for indemnification pursuant to this Article 11, including to xxx, defend, negotiate, settle and compromise any such claims for indemnification made by or against and other disputes with Buyer relating to this Agreement or transactions contemplated hereby; (ii) to engage and employ Representatives and to incur such other expenses as Seller Agent shall deem necessary or prudent in connection with the administration of this Agreement; (iii) to disburse to Sellers all indemnification payments received from Buyer under this Article 11, and to disburse to Buyer all indemnification payments to be paid to Buyer by Sellers; (iv) to accept and receive notices to Sellers pursuant to this Agreement; (v) to resolve, in Seller Agent’s sole discretion, any and all disputes arising under this Agreement, the Deposit Escrow Agreement, the Indemnification Escrow Agreement or any other agreement contemplated hereby or thereby; and (vi) to take all other actions and exercise all other rights which the Seller Agent (in its sole discretion) considers necessary or appropriate in connection with this Agreement. (c) Each Seller agrees that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of Seller Agent and shall survive the bankruptcy, dissolution or liquidation of any Seller. All decisions and acts by Seller Agent shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Each Seller further agrees to pay or reimburse Seller Agent for such Seller’s respective share (based on the number of Membership Interests owned immediately prior to the date hereof) of any expenses incurred by Seller Agent in connection with the administration of the foregoing. (d) In the event Seller Agent shall resign for any reason, a replacement shall be selected from among the Sellers by Sellers owning a majority of the Membership Interests immediately prior to the Closing, and such substituted representative thereafter shall be deemed to be the Seller Agent for all purposes of this Agreement. (e) Neither Seller Agent nor any Representative employed by Seller Agent shall be liable to any Seller relating to the performance of its duties under this Agreement for any errors in judgment, negligence, oversight, breach of duty or otherwise except to the extent it is finally determined in a court of competent jurisdiction that the actions taken or not taken by Seller Agent were taken or not taken in bad faith, or upon its willful misconduct or gross negligence. Seller Agent shall be indemnified and held harmless by Sellers, jointly and severally, against all Liabilities paid or incurred in connection with any claim, Action or Proceeding to which Seller Agent is made a party by reason of the fact that it was acting as Seller Agent pursuant to this Agreement.

Seller Agent. (a) Subject Each of the Sellers hereby irrevocably appoints Xxxxxx Xxxxx to the terms and conditions of this Section 11.6, Seller Agent is designated as be the representative (the “Seller Agent”) of the 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 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 respect 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 matters set forth Seller Agent in accordance with Section 9.2 shall be deemed notice to all of the Sellers. For purposes of this Agreement, such service each Seller, without any further action on its part, shall be deemed to be without compensation except for have consented to the reimbursement appointment 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. (b) Each Seller irrevocably appoints Seller Agent as the agent, proxy and 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 for all purposes of under this Agreement. Accordingly, including full the Seller Agent has unlimited authority and power and authority to act on such Seller’s behalf: (i) behalf of each Seller with respect to execute and deliver the Deposit Escrow this Agreement and the Indemnification Escrow Agreement on behalf disposition, settlement or other handling of Sellersall indemnification claims, amendments, waivers, and to take all actions which Seller Agent considers necessary other rights or desirable in connection with the defense, pursuit or settlement of any determination relating to the payment of the Deposit Escrow Amount obligations arising from and the Indemnification Escrow Amount and any claims for indemnification pursuant to this Article 11, including to xxx, defend, negotiate, settle and compromise any such claims for indemnification made by or against and other disputes with Buyer relating to this Agreement or transactions contemplated hereby; (ii) to engage and employ Representatives and to incur such other expenses as Seller Agent shall deem necessary or prudent in connection with the administration of this Agreement; (iii) to disburse to Sellers all indemnification payments received from Buyer under this Article 11, and to disburse to Buyer all indemnification payments to be paid to Buyer by Sellers; (iv) to accept and receive notices to Sellers taken pursuant to this Agreement; (v) . The Sellers will be bound by all actions taken by the Seller Agent in connection with this Agreement, and Lufkin shall be entitled to resolve, in rely on any action or decision of the Seller Agent’s sole discretion. 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 and other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all disputes questions arising under this Agreement, the Deposit Escrow AgreementSeller Agent may rely on the advice of counsel, the Indemnification Escrow Agreement or any other agreement contemplated hereby or thereby; and (vi) to take all other actions and exercise all other rights which the Seller Agent (will not be liable to the Sellers for anything done, omitted or allowed in its sole discretion) considers necessary or appropriate in connection with this Agreement. (c) Each Seller agrees that such agency and proxy are coupled with an interest, and are therefore irrevocable without good faith by the consent of Seller Agent and shall survive based on such advice. Notwithstanding the bankruptcyforegoing, dissolution or liquidation of any Seller. All decisions and acts by (a) the Seller Agent shall be binding upon all have none of the Sellersforegoing 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 respect to any action taken or allowed by it in reliance upon any notice, direction, instruction, consent, statement, in each case whether written or oral, or other document provided by the Seller Agent, and no Seller shall have action or inaction on the right to object, dissent, protest or otherwise contest part of the same. Each Seller further agrees to pay or reimburse Seller Agent for such Seller’s respective share shall relieve any Seller of its obligations to Lufkin hereunder. If Xxxxxx Xxxxx shall become unable or unwilling to serve as Seller Agent, a majority in interest of the Sellers (based on the number of Membership Interests owned immediately prior percentage membership interests set forth on Annex 1 hereto) shall appoint another person to the date hereof) of any expenses incurred by Seller Agent in connection with the administration of the foregoing. (d) In the event Seller Agent shall resign for any reason, a replacement shall be selected from among the Sellers by Sellers owning a majority of the Membership Interests immediately prior to the Closing, and such substituted representative thereafter shall be deemed to be the Seller Agent for all purposes of this Agreement. (e) Neither Seller Agent nor any Representative employed by Seller Agent shall be liable to any Seller relating to the performance of its duties under this Agreement for any errors in judgment, negligence, oversight, breach of duty or otherwise except to the extent it is finally determined in a court of competent jurisdiction that the actions taken or not taken by Seller Agent were taken or not taken in bad faith, or upon its willful misconduct or gross negligence. Seller Agent shall be indemnified and held harmless by Sellers, jointly and severally, against all Liabilities paid or incurred in connection with any claim, Action or Proceeding to which Seller Agent is made a party by reason of the fact that it was acting serve as Seller Agent pursuant to this AgreementAgent.

Seller Agent. (a) Subject to At the terms Closing, BuildGroup LLC shall be constituted and conditions of this Section 11.6, Seller Agent is designated appointed 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 AgreementAgent. 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. (b) Each Seller irrevocably appoints Seller Agent as the agent, proxy and attorney-in-fact for such Seller for all For purposes of this Agreement, including full power the term “Seller Agent” means the agent for and authority on such Seller’s behalf: behalf of the Sellers to (i) give and receive notices and communications to execute and deliver the Deposit Escrow Agreement and the Indemnification Escrow Agreement or from Purchaser (on behalf of Sellersitself of any other Indemnified Person) relating to this Agreement, the Escrow Agreement or any of the Transactions and other matters contemplated by this Agreement (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such Sellers individually), (ii) authorize deliveries by the Escrow Agent to Purchaser of shares of Purchaser Common Stock from the Escrow Fund in satisfaction of claims asserted by Purchaser (on behalf of itself or any other Indemnified Person, including by not objecting to such claims), (iii) object to and/or resolve such claims pursuant to Section 9.5, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, settlements and compromises of, and comply with orders of courts with respect to, such claims, (v) provide any consents hereunder, including with respect to take all actions which Seller Agent considers necessary or desirable in connection with the defense, pursuit or any proposed settlement of any determination relating claims or agree to the payment of the Deposit Escrow Amount and the Indemnification Escrow Amount and any claims for indemnification pursuant to this Article 11, including to xxx, defend, negotiate, settle and compromise any such claims for indemnification made by or against and other disputes with Buyer relating amendment to this Agreement or transactions contemplated hereby; (ii) to engage and employ Representatives and to incur such other expenses as Seller Agent shall deem necessary or prudent in connection with the administration of this Agreement; (iii) to disburse to Sellers all indemnification payments received from Buyer under this Article 11, and to disburse to Buyer all indemnification payments to be paid to Buyer by Sellers; (iv) to accept and receive notices to Sellers pursuant to this Agreement; (v) to resolve, in Seller Agent’s sole discretion, any and all disputes arising under this Agreement, the Deposit Escrow Agreement, the Indemnification Escrow Agreement or any other agreement contemplated hereby or thereby; and and (vi) to take all other actions and exercise all other rights which the Seller Agent (in its sole discretion) considers necessary or appropriate in connection with this Agreement. (c) Each Seller agrees that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent judgment of Seller Agent and shall survive the bankruptcy, dissolution or liquidation of any Seller. All decisions and acts by Seller Agent shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Each Seller further agrees to pay or reimburse Seller Agent for such Seller’s respective share (based on the number of Membership Interests owned immediately prior to the date hereof) of any expenses incurred by Seller Agent in connection with the administration of the foregoing. (d) In the event Seller Agent shall resign for any reason, a replacement shall be selected from among the Sellers by Sellers owning a majority of the Membership Interests immediately prior to the Closing, and such substituted representative thereafter shall be deemed to be the Seller Agent for all purposes the accomplishment of this Agreement. (e) Neither the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Seller Agent nor any Representative employed may be replaced from time to time by a Seller or its Affiliates with a majority in interest of the Escrow Fund upon not less than 10 days’ prior written notice to Purchaser. No bond shall be required of the Seller Agent, and the Seller Agent shall be liable to any Seller relating to the performance of receive no compensation for its duties under this Agreement for any errors in judgment, negligence, oversight, breach of duty or otherwise except to the extent it is finally determined in a court of competent jurisdiction that the actions taken or not taken by Seller Agent were taken or not taken in bad faith, or upon its willful misconduct or gross negligence. Seller Agent shall be indemnified and held harmless by Sellers, jointly and severally, against all Liabilities paid or incurred in connection with any claim, Action or Proceeding to which Seller Agent is made a party by reason of the fact that it was acting as Seller Agent pursuant to this Agreementservices.

Seller Agent. (a) Subject to the terms and conditions For purposes 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 each Seller appoints Xxxx as his or her representative and 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. (b) Each Seller irrevocably appoints Seller Agent as the agent, proxy and attorney-in-fact for and on behalf of each such Seller, and the taking by the Seller for Agent of any and all purposes actions and the making of any decisions required or permitted to be taken by him or her under this Agreement, including full the exercise of the power and authority on such Seller’s behalf: to (i) to execute and deliver the Deposit Escrow Agreement and the Indemnification Escrow Agreement on behalf of Sellers, and to take all actions which Seller Agent considers necessary or desirable in connection with the defense, pursuit or settlement of any determination relating to the payment of the Deposit Escrow Amount and the Indemnification Escrow Amount and any claims for indemnification pursuant to this Article 11, including to xxx, defendagree to, negotiate, settle enter into settlements and compromise compromises of and comply with orders of courts and awards of arbitrators with respect to any such claims for indemnification made by or against and other disputes with Buyer relating to this Agreement or transactions contemplated hereby; (ii) to engage and employ Representatives and to incur such other expenses as Seller Agent shall deem necessary or prudent in connection with the administration of this Agreement; (iii) to disburse to Sellers all indemnification payments received from Buyer under this Article 11, and to disburse to Buyer all indemnification payments to be paid to Buyer by Sellers; (iv) to accept and receive notices to Sellers pursuant to this Agreement; ; (vii) resolve any claims pursuant to resolvethis Agreement; (iii) without limiting the generality of the foregoing, agree to, negotiate, enter into settlements and compromises of any matters pursuant to Section 1.6 hereof, and (iv) take all actions 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. Accordingly, the Seller Agent shall have 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 claims with respect hereto, including, claims with respect to the Contingent Consideration or Net Sales Earnout Consideration, 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 Parent shall be entitled to rely on any action or decision of the Seller Agent’s sole discretion. Without limiting the generality of the foregoing, each decision, act, consent or instruction of the Seller Agent will constitute a decision of all the Sellers to whom a portion of the Contingent Consideration or Net Sales Earnout Consideration may otherwise be payable and will be final, binding and conclusive upon each of such Sellers, and Parent may rely upon any such decision, act, consent or instruction of the Seller Agent as being the decision, act, consent or instruction of each and every such Seller. Parent is hereby relieved from any liability to any Seller for any acts done by it in accordance with such decision, act, consent or instruction of the Seller Agent. The Seller Agent will incur no liability with respect to any action taken or suffered by her in reliance upon any notice, direction, instruction, consent, statement or other document believed by her 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 for action or inaction constituting willful misconduct or bad faith. In all disputes questions arising under this Agreement, the Deposit Escrow AgreementSeller Agent may rely on the advice of counsel, the Indemnification Escrow Agreement or any other agreement contemplated hereby or thereby; and (vi) to take all other actions and exercise all other rights which the Seller Agent (will not be liable to anyone for anything done, omitted or suffered in its sole discretiongood faith by the Seller Agent based on such advice. The Seller Agent will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. At any time, a majority in interest of the Sellers may appoint a new Seller Agent by written consent by sending notice and a copy of the written consent appointing such new Seller Agent(s) considers necessary or appropriate signed by holders of a majority in connection with this Agreement. (c) Each Seller agrees that such agency and proxy are coupled with an interest, and are therefore irrevocable without interest of the Sellers to Parent. Such appointment will be effective upon the later of the date indicated in the consent of Seller Agent and shall survive the bankruptcy, dissolution or liquidation of any Seller. All decisions and acts by Seller Agent shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Each Seller further agrees to pay or reimburse Seller Agent for such Seller’s respective share (based on the number of Membership Interests owned immediately prior to the date hereof) of any expenses incurred such consent is received by Seller Agent in connection with the administration of the foregoing. Parent (d) In the event Seller Agent shall resign for any reasonor, a replacement shall be selected from among the Sellers by Sellers owning a majority of the Membership Interests immediately prior to if after the Closing, and such substituted representative thereafter shall be deemed to be the Seller Agent for all purposes of this AgreementAcquired Corporation). (e) Neither Seller Agent nor any Representative employed by Seller Agent shall be liable to any Seller relating to the performance of its duties under this Agreement for any errors in judgment, negligence, oversight, breach of duty or otherwise except to the extent it is finally determined in a court of competent jurisdiction that the actions taken or not taken by Seller Agent were taken or not taken in bad faith, or upon its willful misconduct or gross negligence. Seller Agent shall be indemnified and held harmless by Sellers, jointly and severally, against all Liabilities paid or incurred in connection with any claim, Action or Proceeding to which Seller Agent is made a party by reason of the fact that it was acting as Seller Agent pursuant to this Agreement.