Common use of Seller’s Agent Clause in Contracts

Seller’s Agent. In order to administer efficiently the determination of certain matters under this Agreement, including the defense and/or settlement of any claims for which the Sellers may be required to indemnify the Buyer pursuant to Sections 11.01 and 11.02 of this Agreement, the Sellers hereby irrevocably appoint ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Sellers' Agent") or any successor thereto appointed by the Sellers with the prior written consent of the Buyer, which Agent shall have full power and authority to make all decisions relating to each of the Sellers' respective rights and remedies under this Agreement. All decisions and actions by the Sellers' Agent shall be binding upon all the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Except as otherwise specifically provided in this Agreement, the Buyer shall deal only with the Sellers' Agent in respect of all matters arising under this Agreement, except with respect to notices which shall be provided by the Buyer to each of the Sellers in accordance with the terms of this Agreement. In no event shall the Buyer be concerned to see to the application or allocation of any moneys paid to the Sellers' Agent by the Buyer, and the Buyer shall be entitled to rely upon the notice provided to the Buyer by the Sellers' Agent or action taken by the Sellers' Agent acting within the scope of his authority, except that, as contemplated by, and subject to the provisions of, Section 1.03, it is understood that the Company may pay certain professional fees relating to this transaction so long as such fees are both invoiced and paid prior to the Closing Date.

Seller’s Agent. In order Each Seller hereby authorizes and appoints the Sellers' Agent as its, his or her exclusive agent and attorney-in-fact to administer efficiently act on behalf of each of them with respect to all matters which are the determination of certain matters under this Agreement, including the defense and/or settlement of any claims for which the Sellers may be required to indemnify the Buyer pursuant to Sections 11.01 and 11.02 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 Sellers 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 irrevocably appoint ▇▇▇▇▇▇ ▇▇▇▇▇ (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") or any successor thereto appointed by . In addition, the Sellers with the prior written consent of the Buyer, which Agent shall have full power and authority to make all decisions relating to each of the Sellers' respective rights and remedies under this Agreement. All decisions and actions by agree that the Sellers' Agent shall be binding upon all 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, and no Seller shall have ' Agent. Upon the right receipt of written evidence satisfactory to object, dissent, protest or otherwise contest the same. Except as otherwise specifically provided in this Agreement, the Buyer shall deal only with to the effect that the Sellers' Agent in respect of all matters arising under this Agreement, except with respect to notices which shall be provided by the Buyer to each has been substituted as agent of the Sellers in accordance with the terms by reason of this Agreement. In no event shall the Buyer be concerned to see to the application his death, disability or allocation of any moneys paid to the Sellers' Agent by the Buyerresignation, and the Buyer shall be entitled to rely upon the notice provided on such substituted agent to the Buyer by same extent as they were theretofore entitled to rely upon the Sellers' Agent or action taken by the Sellers' Agent acting within the scope of his authority, except that, as contemplated by, and subject with respect to the provisions of, Section 1.03, it is understood that the Company may pay certain professional fees relating to matters covered by this transaction so long as such fees are both invoiced and paid prior to the Closing DateSECTION 11.

Seller’s Agent. In order to administer efficiently the determination of certain matters under this Agreement, including the defense and/or settlement of any claims for which the Sellers may be required to indemnify the Buyer pursuant to Sections 11.01 and 11.02 of this Agreement, the Sellers Each Seller hereby irrevocably appoint ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Sellers' Agent") or any successor thereto appointed by the Sellers with the prior written consent of the Buyer, which Agent shall have full power and authority to make all decisions relating to each of appoints the Sellers' Agent as its respective rights attorney in fact to act on behalf of such Seller, and remedies under in such Seller's name, place and stead, in any and all capacities to do and perform every act and thing required or permitted to be done in connection with the transactions contemplated by this AgreementAgreement whether before, at or after the Closing. All decisions and This power shall be deemed to be a power coupled with an interest which cannot be revoked. Each Seller hereby ratifies all actions taken by the Sellers' Agent as it may lawfully do or cause to be done under this Agreement and hereby declares that any such action shall be binding upon all the Sellerssuch Seller, its heirs, successors and no Seller shall have the right to object, dissent, protest or otherwise contest the sameassigns. Except as otherwise specifically provided in this Agreement, the Buyer shall deal only with the Sellers' Agent in respect of all matters arising under this Agreement, except with respect to notices which shall be provided by the Buyer to each of the Sellers in accordance with the terms of this Agreement. In no event shall the Buyer be concerned to see to the application or allocation of any moneys paid to the Sellers' Agent by the Buyer, and the Buyer shall be entitled to rely upon on the notice provided actions of Sellers' Agent notwithstanding contrary instructions from any Seller. Sellers' Agent shall also act as agent for the Sellers in connection with the preparation, payment or receipt of any monies, certificates or other documents in connection with this Agreement. Buyer shall be entitled to the Buyer by rely on any action, consent or agreement of the Sellers' Agent as being the action consent or action taken by agreement of all of the Sellers' Agent acting within the scope Sellers for purposes of his authority, except that, as contemplated by, and subject this Agreement. Sellers shall be deemed to the provisions of, Section 1.03, it have knowledge of any matter of which any Affiliate of any Seller is understood that the Company may pay certain professional fees relating to this transaction so long as such fees are both invoiced and paid prior to the Closing Dateaware.

Seller’s Agent. In order to administer efficiently (a) For the determination of certain matters under this Agreement, including the defense and/or settlement of any claims for which the Sellers may be required to indemnify the Buyer pursuant to Sections 11.01 and 11.02 purposes of this Agreement, the Sellers each Seller shall hereby irrevocably appoint A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "“Sellers' ’ Agent") or any successor thereto appointed by ”), who accepts, as its representative, in its name and on its behalf, under the Sellers with circumstances provided in this Agreement, to sign and negotiate all documents required for the prior written consent completion of the BuyerTransaction as well as any amendment to this Agreement, which Agent shall have full power to make and authority receive all notices, to make all decisions relating communications or declarations and to receive all payments which are to be made pursuant to this Agreement or as a consequence thereof, to, or on behalf of, the Sellers. In view of the mutual interest it represents for the Sellers, such power of attorney is irrevocable. (b) Any notification to the Sellers’ Agent shall thus be deemed to have been made to each of the Sellers' respective rights and remedies under this Agreement. All decisions and actions . (c) Should A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, acting as Sellers’ Agent, be unable to perform his duties to act as the Sellers’ Agent, for any reason whatsoever, the Sellers’ Agent will be appointed among the Sellers by the Sellers' . If the Sellers do not reach an agreement within 15 Business Days of the date A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has ceased to perform his duties as Sellers’ Agent, then the Sellers’ Agent shall be binding upon all appointed among the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Except as otherwise specifically provided in this Agreement, the Buyer shall deal only with the Sellers' Agent in respect of all matters arising under this Agreement, except with respect to notices which shall be provided Sellers by the Buyer to each President of the Sellers Commercial Court of Paris ruling in accordance with the terms of this Agreement. In no event shall the Buyer be concerned to see to the application or allocation of any moneys paid to the Sellers' Agent by the Buyersummary form (statuant en référé), and the Buyer shall be entitled to rely upon the notice provided to the Buyer by the Sellers' Agent or action taken by the Sellers' Agent acting within the scope of his authority, except that, as contemplated by, and subject to the provisions of, Section 1.03, it is understood that the Company may pay certain professional fees relating to this transaction so long as such fees are both invoiced and paid prior to the Closing Dateruling being unchallengeable in appeal.

Seller’s Agent. In order (a) Each Seller by its execution of this Agreement irrevocably appoints GTEC (acting through one or more authorised signatories) to administer efficiently act on its behalf as its agent in relation to the determination Prepayment Documents and irrevocably authorises: (i) GTEC on its behalf to supply all information concerning itself contemplated by this Agreement to the Buyers’ Agent and to give all notices and instructions (including Advance Requests), to execute on its behalf any other agreement or deed, to make such agreements and to effect the relevant amendments, supplements and variations in each case, however fundamental, capable of certain matters under this Agreementbeing given, including made or effected by any Seller notwithstanding that they may affect that Seller, without further reference to or the defense and/or settlement consent of that Seller; and (ii) the Buyers’ Agent to give any claims for which the Sellers may be required notice, demand or other communication to indemnify the Buyer that Seller pursuant to Sections 11.01 the Prepayment Documents to GTEC, and 11.02 of this Agreementin each case each Seller shall be bound as though that Seller itself had given the notices and instructions (including, the Sellers hereby irrevocably appoint ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Sellers' Agent"without limitation, any Advance Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, deed, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by GTEC or given to GTEC under any successor thereto appointed by the Sellers Prepayment Document on behalf of another Seller or in connection with the prior written consent of the Buyer, which Agent shall have full power any Prepayment Document (whether or not known to any other Seller and authority to make all decisions relating to each of the Sellers' respective rights and remedies whether occurring before or after such other Seller became a Seller under this Agreement. All decisions and actions by the Sellers' Agent any Prepayment Document) shall be binding upon for all the Sellerspurposes on that Seller as if that Seller had expressly made, and no Seller shall have the right to object, dissent, protest given or otherwise contest the same. Except as otherwise specifically provided in this Agreement, the Buyer shall deal only concurred with the Sellers' Agent in respect of all matters arising under this Agreement, except with respect to notices which shall be provided by the Buyer to each of the Sellers in accordance with the terms of this Agreementit. In no the event shall the Buyer be concerned to see to the application or allocation of any moneys paid to the Sellers' Agent by the Buyerconflict between any notices or other communications of GTEC and any other Seller, and the Buyer those of GTEC shall be entitled to rely upon the notice provided to the Buyer by the Sellers' Agent or action taken by the Sellers' Agent acting within the scope of his authority, except that, as contemplated by, and subject to the provisions of, Section 1.03, it is understood that the Company may pay certain professional fees relating to this transaction so long as such fees are both invoiced and paid prior to the Closing Dateprevail.

Seller’s Agent. In order The Sellers' Agent shall act for and on behalf of the Sellers to administer efficiently make all decisions, determinations and agreements with respect to Additional Consideration and to make claims for indemnification on behalf of the determination of certain matters under Sellers pursuant to this Agreement, including the defense and/or settlement to give and receive notices and communications on behalf of any claims for which the Sellers may be required as set forth in this Agreement and to indemnify take all actions necessary or appropriate in the Buyer pursuant to Sections 11.01 and 11.02 of this Agreement, the Sellers hereby irrevocably appoint ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Sellers' Agent") or any successor thereto appointed by the Sellers with the prior written consent of the Buyer, which Agent shall have full power and authority to make all decisions relating to each judgment of the Sellers' respective rights and remedies under this AgreementAgent for the accomplishment of the foregoing. All decisions and actions by No bond shall be required of the Sellers' Agent. Notices or communications to or from the Sellers' Agent shall be binding upon all constitute notice to or from each of the Sellers. The Sellers' Agent shall not be liable for any act done or omitted hereunder as Sellers' Agent while acting in good faith and in the exercise of reasonable judgment, and no Seller any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Sellers shall severally indemnify the Sellers' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. 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 Sellers' Agent shall have the right to objectassign his rights, dissentpowers and obligations hereunder to such other Person as shall be acceptable to all of the Sellers. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, protest act, consent or otherwise contest the same. Except as otherwise specifically provided in this Agreement, the Buyer shall deal only with instruction of the Sellers' Agent in respect of all matters arising under this Agreement, except with respect to notices which shall be provided by the Buyer to each of the Sellers in accordance with the terms of this Agreement. In no event shall the Buyer be concerned to see to the application or allocation of any moneys paid to the Sellers' Agent by the Buyer, and the Buyer shall be entitled to rely upon the notice provided to the Buyer by the Sellers' Agent or action taken by the Sellers' Agent acting within the scope of his authority, except that, as contemplated by, and subject to the provisions of, Section 1.03, it is understood that the Company may pay certain professional fees relating to this transaction so long as such fees are both invoiced and paid prior to the Closing DateAgent.

Seller’s Agent. In order to administer efficiently the determination of certain matters under this Agreement, including the defense and/or settlement of any claims for which the Sellers may be required to indemnify the Buyer pursuant to Sections 11.01 and 11.02 of this Agreement, the Sellers do hereby irrevocably constitute and appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as their agent and attorney-in-fact, on their behalf and on behalf of each of them, (the "Sellers' Agent"a) or any successor thereto appointed to perform all acts which, by the provisions of this Agreement and the Seller Ancillary Documents, are to be performed after the date hereof, (b) to execute and give, and to receive, all Notices required or permitted hereunder, (c) to contest, compromise and to otherwise deal with any and all set-offs, claims and Proceedings hereunder, (d) to participate as an Indemnified Party in the mediation and arbitration procedures provided for in Section 13 and (e) generally, to act for and on behalf of Sellers with the prior written consent of the Buyer, which Agent shall have full power and authority to make all decisions relating to each of the Sellers' respective rights and remedies under this Agreement. All decisions and actions by the Sellers' Agent shall be binding upon all the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Except as otherwise specifically provided them in this Agreement, the Buyer shall deal only with the Sellers' Agent in respect of all matters arising under this Agreement, except connected with respect to notices which shall be provided any claim for Damages by the Buyer to each of the Sellers in accordance Indemnities with the terms same force and effect as though such act had been taken by them, or any one of this Agreementthem, personally. In no event shall Sellers agree that the Buyer be concerned to see to foregoing appointment and power are coupled with an interest and every party acting hereunder or under any other instrument executed or delivered in connection with the application or allocation of any moneys paid to the Sellers' Agent by the Buyer, and the Buyer Contemplated Transactions shall be entitled to rely upon on any action taken or omitted by Sellers’ Agent on behalf of Sellers. Sellers’ Agent shall be the notice provided exclusive representative of Sellers with reference to the matters set forth in this Section 12 and Section 13, his actions shall be binding on Sellers and Buyer by shall have no duty to ascertain the Sellers' ’ Agent or action taken by powers with the Sellers' Agent acting within purpose to operate on their behalf, being the scope execution of his authority, except that, as contemplated by, and subject to the provisions of, Section 1.03, it is understood that present Agreement a deed of appointment of the Company may pay certain professional fees relating to this transaction so long as such fees are both invoiced and paid prior to the Closing DateRepresentative with representation powers.