Seller’s Agent Sample Clauses
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Seller’s Agent. (a) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers Agent, and the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties.
(b) The Sellers Agent shall not be liable for any act done or omitted hereunder in his capacity as Sellers Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Sellers shall severally and not jointly indemnify the Sellers Agent and hold it harmless against any los...
Seller’s Agent. If the Seller Agency box at the top of page 1 is checked, the parties agree the following applies:
Seller’s Agent. (a) Each Seller by execution of this Agreement hereby appoints Rockstar LP as its agent and attorney-in-fact (“Sellers’ Agent”) for and on behalf of Sellers to act for Sellers with regard to all matters pertaining to this Agreement, including, but not limited to:
a. giving and receiving notices and communications and taking any action that may or must be taken by Sellers under this Agreement and the Ancillary Agreements;
b. agreeing to, negotiating, entering into settlements and compromises of, and complying with Orders with respect to any claims against Sellers, asserting, negotiating, entering into settlements and compromises of, and complying with Orders with respect to, any other claim by any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any Seller, in each case relating to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby or thereby; and
c. taking all other actions that are either (A) necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing or (B) specifically mandated by the terms of this Agreement, the Escrow Agreement or the other Ancillary Agreements.
(b) By executing this Agreement, Rockstar LP hereby (i) accepts its appointment and authorization to act as Sellers’ Agent on behalf of Sellers in accordance with the terms of this Agreement, and (ii) agrees to perform its obligations under, and otherwise comply with, this Section 9.17.
(c) Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent shall be entitled to conclusively rely upon the actions of Rockstar LP as the duly authorized actions of each Seller, and Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby released and relieved from any and all Liability to any Person for any acts done by them in accordance with the instructions, decisions or acts of Rockstar LP. Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby expressly authorized to rely on the genuineness of the signature of Rockstar LP or any instrument, certificate or document. Upon receipt of any writing that, in the opinion of Buyer, reasonably appears to have been signed by Rockstar LP, Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent may each act upon the same without any further duty of inquiry as to the genuinene...
Seller’s Agent. A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or subagent has the following affirmative obligations:
(1) TO THE SELLER: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Seller.
Seller’s Agent. Under a written listing agreement to sell property, an agent represents only the seller unless the seller agrees in writing to allow the agent to also represent the buyer. An agent who represents only the seller owes the following affirmative duties to the seller, the other parties and the other parties’ agents involved in a real estate transaction:
Seller’s Agent. If you are selling real estate, you may want to “list” your property for sale with a real estate firm. If so, you will sign a “listing agreement” authorizing the firm and its agents to represent you in your dealings with buyers as your sellerʼs agent. You may also be asked to allow agents from other firms to help find a buyer for your property. Be sure to read and understand the listing agreement before you sign it.
Seller’s Agent. A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or subagent has the following affirmative obligations:
(1) To the Seller. A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Seller.
(2) To the Buyer and the Seller .
a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing with good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.
Seller’s Agent. The Seller’s Agent is appointed as the Seller’s agent to introduce a buyer.
Seller’s Agent. If an Agent has been appointed by the Seller as outlined in Item 2 to sell the Property for the Seller, authority vested in the Agent by the Seller shall be deemed to be vested in the Agent's authorised employees.
Seller’s Agent. Each Seller hereby authorizes and appoints the Sellers' Agent as its, his or her exclusive agent and attorney-in-fact to act on behalf of each of them with respect to all matters which are the subject of this Agreement, including, without limitation, (a) receiving or giving all notices, instructions, other communications, consents or agreements that may be necessary, required or given hereunder and (b) asserting, settling, compromising, or defending, or determining not to assert, settle, compromise or defend, (i) any claims which any Seller may assert, or have the right to assert, against the Buyer, or (ii) any claims which the Buyer may assert, or have the right to assert, against any Seller. The Sellers' Agent hereby accepts such authorization and appointment, provided that Sellers' Agent shall have no duty or liability whatsoever to the Buyer or DCC in his capacity as Sellers' Agent. In addition, the Sellers agree that the Sellers' Agent shall have no personal liability to the Sellers for any action taken hereunder or for any omission to act where such action or omission is not the result of gross negligence or willful misconduct on the part of the Sellers' Agent. Upon the receipt of written evidence satisfactory to the Buyer to the effect that the Sellers' Agent has been substituted as agent of the Sellers by reason of his death, disability or resignation, the Buyer shall be entitled to rely on such substituted agent to the same extent as they were theretofore entitled to rely upon the Sellers' Agent with respect to the matters covered by this SECTION 11.