Common use of Seller’s Agents Clause in Contracts

Seller’s Agents. 16.1. SELLERS' AGENTS. Seller hereby irrevocably appoints Xxxxx X. Xxxxx, III, Xxxxxxx X. Xxxxxxxx, and Xxxxxxx X. Xxxxx (herein called the "Sellers' Agents") as his, her or its agent and attorney-in-fact to take any action required or permitted to be taken by Seller under the terms of this Agreement, including, without limiting, the generality of the foregoing, the payment of expenses relating to the transactions contemplated by the Agreement, and the right to waive, modify or amend any of the terms of this Agreement in any respect, whether or not material, and agrees to be bound by any and all actions taken by the Sellers' Agents on his or its behalf. Any action to be taken by the Sellers' Agents shall be unanimous. In the event of the death, incapacity or liquidation of any of Sellers' Agents, such person or entity shall not be replaced, and the remaining Sellers' Agents shall continue in that capacity. Seller agrees to indemnify the Sellers' Agents from and against and in respect of any and all liabilities, damages, claims, costs, and expenses, including, but not limited to attorneys' fees, arising out of or due to any action by them as the Sellers' Agents and any and all actions, proceedings, demands, assessments, or judgments, costs, and expenses incidental thereto, except to the extent that the same result from bad faith or gross negligence on the part of the Sellers' Agents. Purchaser shall be entitled to rely exclusively upon any communications given by the Sellers' Agents on behalf of Seller, and shall not be liable for any action taken or not taken in reliance upon the Sellers' Agents. Purchaser shall be entitled to disregard any notices or communications given or made by Seller unless given or made through the Sellers' Agents.

Seller’s Agents. 16.1. SELLERS' AGENTS. Seller Each of the Sellers hereby irrevocably appoints Xxxxx X. Xxxxx, III, Xxxxxxx X. Xxxxxxxx, and Xxxxxxx X. Xxxxx (herein called the "Sellers' Agents") as his, her or its agent and attorney-in-fact to take any action required or permitted to be taken by such Seller under the terms of this Agreement, including, without limiting, the generality of the foregoing, the payment of expenses relating to the transactions contemplated by the Agreement, and the right to waive, modify or amend any of the terms of this Agreement in any respect, whether or not material, and agrees to be bound by any and all actions taken by the Sellers' Agents on his or its behalf. Any action to be taken by the Sellers' Agents shall be unanimous. In the event of the death, incapacity or liquidation of any of Sellers' Agents, such person or entity shall not be replaced, and the remaining Sellers' Agents shall continue in that capacity. Seller agrees The Sellers agree jointly and severally to indemnify the Sellers' Agents from and against and in respect of any and all liabilities, damages, claims, costs, and expenses, including, but not limited to attorneys' fees, arising out of or due to any action by them as the Sellers' Agents and any and all actions, proceedings, demands, assessments, or judgments, costs, and expenses incidental thereto, except to the extent that the same result from bad faith or gross negligence on the part of the Sellers' Agents. Purchaser shall be entitled to rely exclusively upon any communications given by the Sellers' Agents on behalf of any Seller, and shall not be liable for any action taken or not taken in reliance upon the Sellers' Agents. Purchaser shall be entitled to disregard any notices or communications given or made by Seller Sellers unless given or made through the Sellers' Agents.

Seller’s Agents. 16.1. SELLERS' AGENTS. Seller (a) The Sellers hereby irrevocably appoints Xxxxx X. Xxxxx, III, Xxxxxxx X. Xxxxxxxx, and Xxxxxxx designate Badger X. Xxxxx (herein called "Xxxxx") and Xxxxxx X. Xxxxxx, Xx. ("Xxxxxx") as the Sellers' agents ("Sellers' Agents") as hisfor the purposes of (i) giving and receiving Claim Notices and Indemnity Notices, her or its agent (ii) executing and attorney-in-fact delivering certificates and notices to take any action required or permitted to be taken by Seller the Escrow Agent under the terms Escrow Agreement, (iii) representing the Sellers in the defense of any Third Party Claim, and (iv) negotiating, settling and arbitrating Third Party Claims and claims for other Losses under this Agreement, including, without limiting, . All notices to and communications with the generality of the foregoing, the payment of expenses relating to the transactions contemplated Sellers by the Agreement, and Buyer after the right to waive, modify or amend any of the terms of this Agreement in any respect, whether or not material, and agrees to be bound by any and all actions taken by the Sellers' Agents on his or its behalf. Any action to be taken by the Sellers' Agents Closing Date shall be unanimous. In the event of the death, incapacity or liquidation of any of made to Sellers' Agents, such person or entity shall not be replaced, and the remaining all notices and communications by Sellers' Agents to Buyer after the Closing Date on behalf of the Sellers shall continue in that capacity. Seller agrees be deemed to indemnify the Sellers' Agents from and against and in respect be on behalf of any and all liabilities, damages, claims, costs, and expenses, including, but not limited to attorneys' fees, arising out of or due to any action by them as the Sellers' Agents and any and all actions, proceedings, demands, assessments, or judgments, costs, and expenses incidental thereto, except to the extent that the same result from bad faith or gross negligence on the part of the Sellers' Agents. Purchaser Buyer shall be entitled to rely exclusively upon any communications given a certificate, notice or communication executed by the Sellers' Agents as being made on behalf of Sellerall of the Sellers, and shall not such certificate, notice or communication will be liable for any action taken or not taken in reliance binding upon all of the Sellers, as though executed by each and all of the same. (b) In the event either Xxxxx or Xxxxxx dies, or becomes disabled from serving as one of Sellers' AgentsAgents hereunder, the survivor or the non-disabled person of the aforesaid two individuals shall serve as the sole Sellers' Agent hereunder. Purchaser If both Xxxxx and Xxxxxx die or are disabled from serving as Sellers' Agents hereunder, two successor Sellers' Agents will be designated by a written notice to Buyer executed by at least six of the Sellers. Buyer shall be entitled to disregard rely upon such notice, and the same shall be binding on all of the Sellers as though executed by each and all of the same. (c) Each of the Sellers hereby individually waives any notices and all claims such Sellers may now or at any time in the future have as a result of Buyer's proper delivery hereunder of notices, certificates or communications given to Sellers under this Agreement, and/or arising out of Buyer's relying upon any notices, certificates or communications properly made to Buyer by Seller unless given or made through the Sellers' AgentsAgents under this Agreement.