Common use of Seller’s Agent Clause in Contracts

Seller’s Agent. (a) Xxxxxxx Xxxx shall be constituted and appointed as the Seller's Agent for and on behalf of the Seller to give and receive notices and communications, to authorize delivery to Purchaser of the cash from the Escrow Fund in satisfaction of claims by Purchaser, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Seller's Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Purchaser. The Seller's Agent may resign upon thirty (30) days' notice to the parties to this Agreement. No bond shall be required of the Seller's Agent, and the Seller's Agent shall receive no compensation for his services. Notices or communications to or from the Seller's Agent shall constitute notice to the Seller. (b) The Seller's Agent shall not be liable for any act done or omitted hereunder as Seller's Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Seller shall indemnify the Seller's Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Seller's Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Seller's Agent shall have reasonable access to information about Seller and the reasonable assistance of Seller's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Seller's Agent shall treat confidentially and not disclose any nonpublic information from or about Seller to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Seller’s Agent. (a) Xxxxxxx Xxxx Sellers' Agent shall be constituted and appointed as the Seller's Agent act for and on behalf of Seller and Stockholders to make all decisions, determinations and agreements with respect to the Final Working Capital Statement, the Contingent Additional Consideration and any post-closing payments provided for under Article II, and to make claims for indemnification on behalf of the Seller and Stockholders or to accept responsibility for claims for indemnification made against Seller and Stockholders pursuant to this Agreement, to release Closing Phoenix Shares or other assets held in escrow pursuant to the Escrow Agreement, to give and receive notices and communicationscommunications on behalf of Seller and Stockholders as set forth in this Agreement, to authorize delivery waive conditions to Purchaser of the cash from the Escrow Fund in satisfaction of claims by Purchaser, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, Closing and to terminate this Agreement and to otherwise take all actions necessary or appropriate in the judgment of the Seller's Sellers' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Purchaser. The Seller's Agent may resign upon thirty (30) days' notice to the parties to this Agreement. No bond shall be required of the Seller's Sellers' Agent, and the Seller's Agent shall receive no compensation for his services. Notices or communications to or from the Seller's Sellers' Agent shall constitute notice to the Seller. (b) The Seller's or from each of Seller and each Stockholder. Sellers' Agent shall not be liable to Seller or Stockholders for any act done or omitted hereunder as Seller's Sellers' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Seller and Stockholders shall severally indemnify the Seller's Sellers' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Seller's Sellers' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The . A decision, act, consent or instruction of the Sellers' Agent shall constitute a decision of Seller and all Stockholders and shall be final, binding and conclusive upon Seller and each Stockholders, and Buyer and Phoenix may rely upon any decision, act, consent or instruction of Seller's Agent as being the decision, act, consent or instruction of each and every such Seller. Sellers' Agent shall have reasonable access the right to information about assign his rights, powers and obligations hereunder to such other Person as shall be acceptable to Seller and the reasonable assistance all Stockholders. Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of Seller's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Seller's Agent shall treat confidentially and not disclose any nonpublic information from or about Seller to anyone (except on a need to know basis to individuals who agree to treat such information confidentially)Sellers' Agent.

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) Xxxxxxx Xxxx shall be constituted and appointed as the Seller's Agent for and on behalf of the Seller to give and receive notices and receiving or giving all notices, instructions, other communications, to authorize delivery to Purchaser of the cash from the Escrow Fund in satisfaction of claims by Purchaser, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary consents or appropriate in the judgment of the Seller's Agent for the accomplishment of the foregoing. Such agency agreements that may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Purchaser. The Seller's Agent may resign upon thirty (30) days' notice to the parties to this Agreement. No bond shall be necessary, required of the Seller's Agent, or given hereunder and the Seller's Agent shall receive no compensation for his services. Notices or communications to or from the Seller's Agent shall constitute notice to the Seller. (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 Seller's Sellers' Agent hereby accepts such authorization and appointment, provided that Sellers' Agent shall not be liable 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 done where such action or omitted hereunder as Seller's Agent while acting in good faith and in omission is not the exercise result of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Seller shall indemnify the Seller's Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith willful misconduct on the part of the Seller's Sellers' Agent. Upon the receipt of written evidence satisfactory to the Buyer to the effect that the Sellers' Agent and arising out has been substituted as agent of or in connection with the acceptance or administration Sellers by reason of his duties hereunderdeath, 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. (c) The Seller's Agent shall have reasonable access to information about Seller and the reasonable assistance of Seller's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Seller's Agent shall treat confidentially and not disclose any nonpublic information from or about Seller to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Seller’s Agent. (a) Xxxxxxx Xxxx Mr. Folz shall be constituted and appointed xxx xxxointed as the Seller's Agent agent ("SELLERS' AGENT") for and on behalf of the Sellers and the Stockholder under this Escrow Agreement and to execute and deliver, in the name and on behalf of himself, each Seller and the Stockholder, all documents, to take all actions required to be executed or taken by himself, any Seller and the Stockholder, to give and receive notices and communications, to authorize delivery to Purchaser including any of the cash from the foregoing as may be required pursuant to this Escrow Fund in satisfaction of claims by Purchaser, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claimsAgreement, and to take all actions necessary or appropriate in the judgment of the Seller's Sellers' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) daysThe Sellers' prior written notice to Purchaser. The Seller's Agent may resign upon thirty (30) days' notice to the parties to this Agreement. No bond shall be required of the Seller's Agent, and the Seller's Agent shall receive no compensation for his such Sellers' Agent's services. Notices or communications to or from the Seller's Sellers' Agent shall constitute notice to or from Mr. Folz, each Seller and the SellerXxxxxxxlder. (b) The Seller's A decision, act, consent or instruction of the Sellers' Agent shall not be liable for any act done or omitted hereunder as Seller's Agent while acting in good faith constitute a decision of Mr. Folz, the Sellers and in the exercise of reasonable judgment, Xxxxxxxlder and any act done or omitted pursuant to the advice of counsel shall be final, binding and conclusive evidence of such good faith. The Seller shall indemnify the Seller's Agent and hold him harmless against any lossupon Mr. Folz, liability or expense incurred without gross negligence or bad faith on the part of the Seller's Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Seller's Agent shall have reasonable access to information about each Seller and the reasonable assistance Xxxxxxxlder, and the Escrow Agent and the Purchaser may rely upon any decision, act, consent or instruction of Seller's officers the Sellers' Agent as being the decision, act, consent or instruction of Mr. Folz, each Seller and employees the Xxxxxxxlder. The Escrow Agent and the Purchaser are hereby relieved from any liability to any Person for purposes any acts done by them in accordance with such decision, act, consent or instruction of performing its duties and exercising its rights hereunder, provided that the Seller's Agent shall treat confidentially and not disclose any nonpublic information from or about Seller to anyone (except on a need to know basis to individuals who agree to treat such information confidentially)Sellers' Agent.

Seller’s Agent. (a) Xxxxxxx Xxxx shall be constituted and Sellers’ Agent is hereby appointed as the Seller's Agent for agent, proxy, and attorney-in-fact for, and on behalf of, each Seller with regard to all purposes under this Agreement, including the Related Instruments, such that Sellers’ Agent shall have the full power and authority to consummate the Transaction on behalf of Sellers, perform all post-Closing matters related thereto, and do any and all things, and take any and all actions, that Sellers’ Agent, in Sellers’ Agent’s sole discretion, may consider necessary, proper, or convenient in connection with, or to carry out, the Seller to Transaction. Without limiting the foregoing sentence, Sellers’ Agent is fully empowered and authorized to: (i) receive and disburse all payments, (ii) give and receive notices and communicationsother communications on behalf of all Sellers, to authorize delivery to Purchaser of the cash from the Escrow Fund in satisfaction of claims by Purchaser, to object to such deliveries, to and (iii) agree to, negotiate, enter into settlements settlements, compromises, and compromises any other resolutions of, demand arbitration of, and demand arbitration and comply with court orders of courts and arbitration awards of arbitrators with respect to such claimsindemnification and other claims by or against any Seller. Sellers agree that the appointment of Sellers’ Agent is coupled with an interest and shall be irrevocable, and to take all actions necessary or appropriate in the judgment of the Seller's Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Purchaser. The Seller's Agent may resign upon thirty (30) days' notice except to the parties extent, if any, provided otherwise by any applicable Law. Any decision, act, consent, waiver, or instruction of Sellers’ Agent relating to this Agreement. No bond , including the Related Instruments, or any matter arising thereunder or related thereto shall constitute a decision of all of the Sellers, jointly and severally, shall be required of the Seller's Agentfinal, binding, and conclusive upon each of them, and shall survive the death, incapacity, bankruptcy, dissolution, or liquidation of any Seller or the Sellers’ Agent. Buyer and the other Indemnitees may rely upon any such decision, act, consent, waiver, or instruction of Sellers’ Agent as being the decision, consent, waiver, or instruction of each and every Seller's Agent shall receive no compensation for his services. Notices or communications Buyer and the other Indemnitees are hereby relieved from all liability to or from the Seller's Agent shall constitute notice to the Seller. (b) The Seller's Agent shall not be liable any Person for any act acts done by them in accordance with any such decision, consent, waiver, or omitted hereunder as Seller's instruction of Sellers’ Agent. Sellers shall, jointly and severally, indemnify, defend, and hold Sellers’ Agent while acting harmless from any and all actions taken by Sellers’ Agent in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Seller shall indemnify the Seller's Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Seller's Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Seller's Agent shall have reasonable access to information about Seller and the reasonable assistance of Seller's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Seller's Agent shall treat confidentially and not disclose any nonpublic information from or about Seller to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Seller’s Agent. (a) Xxxxxxx Xxxx Mr. Arad Naveh shall be constituted and appointed as the Seller's Agent agent ("Sellers' Agent") for and on behalf of the Seller Sellers to enter into the Escrow Agreement for himself and on behalf of the other Sellers, to give and receive notices and communications, to authorize delivery to Purchaser Acquiror of the cash or other assets from the Escrow Fund in satisfaction of claims by PurchaserAcquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Seller's Sellers' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) 10 days' prior written notice to Purchaser. The Seller's Agent may resign upon thirty (30) days' notice to the parties to this AgreementAcquiror. No bond shall be required of the Seller's Sellers' Agent, and the Seller's Sellers' Agent shall receive no compensation for his services. Notices or communications to or from the Seller's Sellers' Agent shall constitute notice to or from each of the SellerSellers. (b) The Seller's Sellers' Agent shall not be liable for any act done or omitted hereunder as Seller's Sellers' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Seller Sellers shall jointly and severally indemnify the Seller's Sellers' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Seller's Sellers' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) The Seller's Sellers' Agent shall have reasonable access to information about Seller Target and the reasonable assistance of SellerTarget's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Seller's Sellers' Agent shall treat confidentially and not disclose any nonpublic information from or about Seller Target to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Seller’s Agent. (a) Xxxxxxx Xxxx The Sellers' Agent shall be constituted and appointed as the Seller's Agent act for and on behalf of the Seller Sellers to make all decisions, determinations and agreements with respect to Additional Consideration and to make claims for indemnification on behalf of the Sellers pursuant to this Agreement, to give and receive notices and communications, to authorize delivery to Purchaser communications on behalf of the cash from the Escrow Fund Sellers as set forth in satisfaction of claims by Purchaser, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, this Agreement and to take all actions necessary or appropriate in the judgment of the Seller's Sellers' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Purchaser. The Seller's Agent may resign upon thirty (30) days' notice to the parties to this Agreement. No bond shall be required of the Seller's Sellers' Agent, and the Seller's Agent shall receive no compensation for his services. Notices or communications to or from the Seller's Sellers' Agent shall constitute notice to or from each of the Seller. (b) Sellers. The Seller's Sellers' Agent shall not be liable for any act done or omitted hereunder as Seller's Sellers' Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Seller Sellers shall severally indemnify the Seller's Sellers' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Seller's Sellers' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) . A decision, act, consent or instruction of the Sellers' Agent shall constitute a decision of all Sellers and shall be final, binding and conclusive upon each such Seller, and the Buyer may rely upon any decision, act, consent or instruction of the Sellers' Agent as being the decision, act, consent or instruction of each and every such Seller. The Seller's Sellers' Agent shall have reasonable access the right to information about Seller assign his rights, powers and obligations hereunder to such other Person as shall be acceptable to all of the reasonable assistance Sellers. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of Seller's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Seller's Agent shall treat confidentially and not disclose any nonpublic information from or about Seller to anyone (except on a need to know basis to individuals who agree to treat such information confidentially)Sellers' Agent.