Seller’s Agent Sample Clauses

Seller’s Agent. The Seller’s Agent is appointed as the Seller’s agent to introduce a buyer.

Seller’s Agent. (a) The Sellers hereby appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, as the Sellers’ common representative and agent (the “Sellers’ Agent”), to act on the Sellers’ behalf for certain specific purposes as expressly provided in this Agreement, including, without limitation, in connection with (i) Leakage Claim, (ii) the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation and delivery of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers and for recognition purposes, of the pages, schedules and annexes of this Agreement. (b) The Sellers’ Agent: (i) shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation to act on behalf of the Sellers, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser with respect to the actions taken or omitted to be taken in its capacity as Sellers’ Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts and other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Sellers’ Agent, including the costs and expenses of investigation and defense of claims. (c) Each Seller undertakes: (i) to execute and deliver to the Sellers’ Agent any instruments – including, by way of mere example, an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in the Sellers’ Agent all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out by the Sellers’ Agent acting in such capacity. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any of the Sell...

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. 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. 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. 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 Purchaser and the Seller: a. Diligent exercise of reasonable skill and care in performance of the agent's duties. b. A duty of honest and fair dealing and 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. 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. (a) Skyview Capital is hereby appointed by the Sellers as the Sellers’ Agent, to act as the agent and attorney-in-fact of the Sellers to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by a Seller individually); (ii) authorize the Escrow Agent to effect the forfeiture of all or any portion of the Escrow Consideration or to recover directly from Sellers in satisfaction of claims for indemnification (on behalf of itself or any other Indemnified Person), including by not objecting to such claims; (iii) object to any claims for indemnification under this Article VII, whether against the Escrow Consideration or directly against Sellers, pursuant to Section 7.7(b); (iv) consent or agree to (including by not objecting to), negotiate, enter into settlements and compromises of, demand arbitration of and represent the interests of the Sellers in the arbitration of any dispute relating to, and comply with orders of courts or arbitrators with respect to, any claims for indemnification under this Article VII, whether against the Escrow Consideration or directly against Sellers; (v) subject to the terms and conditions hereof, consent or agree to any amendment to, or waiver of any provision of, this Agreement on behalf of the Sellers’ Agent and/or the Sellers; (vi) act as proxy and attorney in fact with respect to the voting of the Indemnity Escrow Shares beneficially held by the Sellers that have not been released to the Sellers, pursuant to Sections 7.6(c) and 7.6(d), on all matters submitted to the Acquiror’s stockholders subsequent to the date hereof with respect to which the holders of the capital stock of the Acquiror are entitled to vote or take action; and (vii) take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Sellers’ Agent may be replaced from time to time by a Majority in Interest of Sellers. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall receive no compensation for his services. (b) The Sellers’ Agent shall not be liable to any Seller f...