Common use of Seller Representative Clause in Contracts

Seller Representative. 26.1. Each Seller Party hereby appoints the Seller Parent as its representative, in each case as from the date of this agreement. The Seller Parent 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 any Seller Party to any Buyer Party pursuant to this agreement. Unless specifically stated to the contrary in this agreement, each Buyer 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 Seller Parent. Service of any notice or other communication on the Seller Parent shall be deemed to constitute valid service thereof on all of the Seller Parties. The Seller Parent 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 any Seller Party to such Seller Party without undue delay. 26.2. The Seller Parties may appoint a replacement representative provided that 10 Business Days’ prior written notice of such replacement and appointment has been given to the Buyer. 26.3. The Seller Parent shall not be liable to any of the Sellers for any claims whatsoever arising from any act or omission undertaken by the Seller Parent in its capacity as their representative, save in the case of fraud or wilful default. 26.4. Each Seller shall indemnify and keep indemnified the Seller Parent from all losses, liabilities, costs, charges and expenses that may be incurred by it as a result of the performance of its duties, functions and role as the representative under this agreement, save in the case of fraud or wilful default.

Seller Representative. 26.115.1. Each Seller Party hereby appoints the Seller Parent as its representative, in each case as from the date of this agreement. The Seller Parent 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 any Seller Party to any Buyer GDI Party pursuant to this agreement. Unless specifically stated to the contrary in this agreement, each Buyer GDI 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 Seller Parent. Service of any notice or other communication on the Seller Parent shall be deemed to constitute valid service thereof on all of the Seller PartiesSellers. The Seller Parent 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 any Seller Party to such Seller Party without undue delay. 26.215.2. The Seller Parties Sellers may appoint a replacement representative provided that 10 Business Days’ prior written notice of such replacement and appointment has been given to the Buyer. 26.315.3. The Seller Parent shall not be liable to any of the Sellers for any claims whatsoever arising from any act or omission undertaken by the Seller Parent in its capacity as their representative, save in the case of fraud or wilful default. 26.4. Each Seller shall indemnify and keep indemnified the Seller Parent from all losses, liabilities, costs, charges and expenses that may be incurred by it as a result of the performance of its duties, functions and role as the representative under this agreement, save in the case of fraud or wilful default.

Seller Representative. 26.128 (a)The Sellers hereby appoint Mr. Gianfranco Chiapparini as the “Seller Representative.” The Seller Representative shall serve as representative of the Sellers with full power and authority to take all actions under this Agreement and the Ancillary Agreements solely on behalf of each of such Sellers. Each Seller Party by approval of this Agreement, hereby irrevocably appoints the Seller Parent Representative as its representativethe agent, in each case as from the date proxy and attorney-in-fact for such Seller for all purposes of this agreement. The Seller Parent is hereby authorised Agreement, including full power and authority on such Seller’s behalf (i) to consummate the transactions contemplated herein, (ii) to execute and deliver any notice or document or the making of any request, election, proposal or consent expressed to be made on behalf of such Seller any amendment or waiver hereto, (iii) to take all other actions to be taken by or on behalf of such Seller Party in connection herewith, (iv) to any Buyer Party pursuant to this agreement. Unless specifically stated to the contrary in this agreementnegotiate, each Buyer Party shall have regard only tosettle, compromise and otherwise handle all disputes under Sections 2.4 and 2.7 and claims made under Sections 5.3 or Article 6 hereof, and (v) to rely absolutely upon do each and every act in accordance withand exercise any and all rights which such Seller or Sellers collectively are permitted or required to do or exercise under this Agreement or the Ancillary Agreements. Each Seller agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Seller Representative and shall survive the death, incapacity or bankruptcy of any Seller. Neither the Seller Representative nor any agent employed by it shall incur any liability to any Party for having relied or acted thereon, notices, requests, elections, proposals or consents, issued by the Seller Parent. Service of any notice or other communication on the Seller Parent shall be deemed relating to constitute valid service thereof on all of the Seller Parties. The Seller Parent 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 any Seller Party to such Seller Party without undue delay. 26.2. The Seller Parties may appoint a replacement representative provided that 10 Business Days’ prior written notice of such replacement and appointment has been given to the Buyer. 26.3. The Seller Parent shall not be liable to any of the Sellers for any claims whatsoever arising from any act or omission undertaken by the Seller Parent in its capacity as their representative, save in the case of fraud or wilful default. 26.4. Each Seller shall indemnify and keep indemnified the Seller Parent from all losses, liabilities, costs, charges and expenses that may be incurred by it as a result of the performance of its dutiesduties hereunder except for actions or omissions constituting fraud, functions and role as the representative under this agreementwillful misconduct, save in the case of fraud gross negligence or wilful defaultwillful misconduct.