Seller Dissolution Event Clause Samples

Seller Dissolution Event. Upon and following a Dissolution Event, Seller hereby designates Parent to act as its representative and as its true and lawful attorney-in-fact and exclusive agent, for all purposes expressly set forth herein, and Parent shall have the authority to do all things and to perform all acts, as contemplated by or deemed advisable by it in connection with this Agreement, in each case for and on behalf of Seller. In no way limiting the foregoing, upon and following a Dissolution Event, any Claim Certificates, notices, requests for consent or other communications to be directed to Seller as the Indemnifying Party shall instead be directed to P▇▇▇▇▇, acting as Seller’s representative pursuant to this Section 8.3(d), and Parent shall be subject to the same obligations of action, including deadlines for responses, as would have Seller if such communications had been directed to Seller. Buyer and its Affiliates will be entitled to rely on such appointment and treat P▇▇▇▇▇ as the duly appointed attorney-in-fact of Seller and as having the duties, power and authority provided for in this Section 8.3(d).