Common use of Sellers’ Representatives Clause in Contracts

Sellers’ Representatives. 18.1 Subject to Clause 18.4, each Seller irrevocably appoints the Sellers' Representatives (acting unanimously) as his agents: 18.1.1 to negotiate and agree and/or deal with the determination of the Deferred Consideration and the Purchase Price Statement; 18.1.2 to negotiate, compromise, agree and settle any dispute with the Buyer on his behalf; and 18.1.3 to take all actions and exercise all rights in relation to the Retention; and 18.1.4 without prejudice to clauses 18.1.1 to 18.1.3, to act on his behalf in relation to any matter which this agreement expressly provides to be agreed or done by the Sellers' Representatives. 18.2 Without prejudice to clause 18.1, each Seller irrevocably agrees that any notice, consent or agreement, election, demand or other action to be given, made or taken by such Seller (whether individually or with others) under or in connection with this agreement (including any amendment or variation of the terms of this agreement), may be given, made or taken on his behalf by the Sellers' Representatives provided that the Sellers' Representatives shall not have authority under this clause 18.2 to agree to any amendment to this agreement on behalf of a Seller unless (i) the amendment is immaterial or (ii) the amendment has been approved by a Seller Majority. 18.3 Each Seller irrevocably: 18.3.1 (subject to clause 18.4) undertakes to the Buyer that the Sellers' Representatives have and shall retain the authority to bind him in relation to the matters referred to in Clauses 18.1 and 18.2 (Relevant Matters); 18.3.2 agrees that the Buyer shall be entitled to rely on any motive or communication in writing provided by the Sellers' Representatives in relation to any Relevant Matter as binding on him; and 18.3.3 agrees that any notice or communication in writing by the Sellers' Representatives to the Buyer in relation to any Relevant Matter shall be deemed (unless the context requires otherwise) to be provided by the Sellers' Representatives as agent for all of the Sellers. 18.4 If, for any reason, a Sellers' Representative resigns (by notice in writing served on the Sellers and the Buyer) or ceases to be able to act for the purposes of this Clause 18 or no longer has a postal address in the United Kingdom, the Sellers shall immediately: 18.4.1 (subject to this Clause 18.4.1) irrevocably appoint a substitute Sellers' Representative with a postal address in the United Kingdom; and 18.4.2 notify the Buyer of the name, relevant contact (where appropriate) and postal and email addresses of the substitute Sellers' Representative. 18.5 Such appointment and notice shall be effective on the fifth Business Day after the date on which the notice given pursuant to clause 18.4.2 is deemed to have been served or delivered in accordance with clause 20. 18.6 If, on any occasion, there are no Sellers' Representatives: 18.6.1 the Buyer shall be entitled to deal with a Seller Majority instead; 18.6.2 (except in this clause 18), references in this agreement to the Sellers' Representatives shall be construed accordingly; and 18.6.3 for the purposes of clause 20, the relevant contact (where appropriate) and postal addresses of the Sellers shall be as set out in Schedule 1. 18.7 The Sellers shall be entitled (acting by a Seller Majority) to appoint any other Seller(s) to act as a replacement in place of the Sellers’ Representatives named in this agreement provided that no such appointment will take effect unless notice of the proposed appointment, setting out the full name and contact details of the new representative(s) signed by the Seller Majority, is given to the Buyer and the Sellers receive the Buyer's consent (which consent shall not be unreasonably withheld and shall be deemed to be given if a response is not received from the Buyer within 10 Business Days of notice of the intended new Sellers’ Representative(s) being given to the Buyer). 18.8 Where any Relevant Matter is an Individual Dispute, then the relevant Seller shall be entitled to be served notice directly of any such Individual Dispute and shall be entitled to deal with the conduct of the Individual Dispute himself provided that (a) that Seller shall nominate and maintain a person (who may be the Seller himself) with an address in England & Wales with authority to accept service on his behalf of Notices and process in any legal action or proceedings before the courts of England and Wales relating to or in connection with any such Individual Dispute and (b) such notice shall set out the address and other contact details of such nominated person. The Seller shall be entitled by notice to the Buyer to nominate a replacement of any such nominated person provided the replacement also has an address in England & Wales. So long as any such person has been appointed in accordance with this clause 18.8, the Sellers’ Representatives shall not have any authority to deal with any Individual Dispute and, pending or in the absence of any such appointment, shall act in accordance with the instructions of the relevant Seller in relation thereto.

Sellers’ Representatives. 18.1 Subject to Clause 18.4, each Seller 17.1.1 The Sellers and Indirect Sellers irrevocably appoints the Sellers' Representatives (acting unanimously) as his agents: 18.1.1 to negotiate and agree and/or deal with the determination of the Deferred Consideration and the Purchase Price Statement; 18.1.2 to negotiate, compromise, agree and settle any dispute with the Buyer that: (a) the Sellers’ Representatives shall, on his behalf; andbehalf of each of the Sellers and Indirect Sellers have full and irrevocable power and authority; 18.1.3 (i) to take any action, give any consent and to do or omit to do anything in connection with any claim under the General Warranties, the Tax Indemnity and Specific Indemnities as he shall in his absolute discretion decide; (ii) to take any action, give any consent and to do or omit to do anything in connection or pursuant to or contemplated by Clause 3.2; and the Buyer may liaise and agree matters exclusively with the Sellers’ Representatives in respect of any such specific matter, (and all actions and exercise all rights in relation notices to be served by the Retention; and 18.1.4 without prejudice to clauses 18.1.1 to 18.1.3, to act on his behalf in relation Buyer to any matter which this agreement expressly provides of the Warrantors in respect of a claim under the General Warranties, Tax Indemnity and/or the Specific Indemnities will be deemed to be agreed duly served on all or done by any of the Warrantors if served on the Sellers' ’ Representatives.); 18.2 Without prejudice to clause 18.1, each Seller irrevocably agrees that any notice(b) a written decision, consent or agreement, election, demand or other action to be given, made or taken by such Seller (whether individually or with others) under or in connection with this agreement (including any amendment or variation instruction of the terms of this agreement), may be given, made or taken on his behalf by the Sellers' ’ Representatives provided that the Sellers' Representatives shall not have authority under this clause 18.2 to agree to any amendment to this agreement on behalf of a Seller unless (i) the amendment is immaterial or (ii) the amendment has been approved by a Seller Majority. 18.3 Each Seller irrevocably: 18.3.1 (subject to clause 18.4) undertakes to the Buyer that the Sellers' Representatives have and shall retain the authority to bind him in relation to the matters referred to above in Clauses 18.1 this Clause 17.1.1 shall constitute a decision of the Sellers and 18.2 (Relevant Matters); 18.3.2 agrees that the Buyer Indirect Sellers and shall be entitled to rely on any motive or communication in writing provided by final, binding and conclusive upon the Sellers' Representatives in relation to any Relevant Matter as binding on him; and 18.3.3 agrees that any notice or communication in writing by the Sellers' Representatives to the Buyer in relation to any Relevant Matter shall be deemed (unless the context requires otherwise) to be provided by the Sellers' Representatives as agent for all of the Sellers and Indirect Sellers. 18.4 If17.1.2 Solely in respect of any of the matters referred to above in this Clause 17.1.2, for any reasonthe Sellers’ Representatives shall, a Sellers' Representative resigns (by notice in writing served on behalf of the Sellers and Indirect Sellers, have full and irrevocable power and authority to take any action, give any consent and to do or omit to do anything pursuant to the Buyer) authorities vested in them or ceases contemplated by this Agreement as he shall in his absolute discretion decide and the Buyer may liaise and agree matters exclusively with the Sellers’ Representatives in respect of all such matters referred to be able above in this Clause 17.1.2 relating to act for the purposes Sellers and Indirect Sellers. 17.1.3 For the purpose of giving further effect to this Clause 17.1.3, each of the Sellers and Indirect Sellers hereby irrevocably by way of security duly appoints the Sellers’ Representatives, as his attorney with full power to execute, complete and deliver in the name of that Seller and Indirect Seller all documents necessary to give effect to the provisions of this Clause 18 or no longer has a postal address 17.1.3 and the appointments in the United Kingdom, the Sellers shall immediately: 18.4.1 (subject to this Clause 18.4.1) irrevocably appoint a substitute Sellers' Representative with a postal address in 17.1.3 are irrevocable and are given to secure the United Kingdom; and 18.4.2 notify the Buyer performance of the name, relevant contact (where appropriate) and postal and email addresses obligations of the substitute Sellers' Representative. 18.5 Such appointment and notice shall be effective on the fifth Business Day after the date on which the notice given pursuant to clause 18.4.2 is deemed to have been served or delivered in accordance with clause 20. 18.6 If, on any occasion, there are no Sellers' Representatives: 18.6.1 the Buyer shall be entitled to deal with a Seller Majority instead; 18.6.2 (except in this clause 18), references in this agreement to the Sellers' Representatives shall be construed accordingly; and 18.6.3 for the purposes of clause 20, the relevant contact (where appropriate) and postal addresses each of the Sellers shall be as set out in Schedule 1and Indirect Sellers under this Agreement. 18.7 The Sellers shall be entitled 17.1.4 In the event of (acting by a Seller Majorityi) to appoint any other Seller(s) the death or inability to act as a replacement in place of the Sellers’ Representatives named in this agreement provided that no such appointment will take effect unless notice or (ii) the decision of the proposed appointment, setting out persons holding the full name and contact details beneficial interest in at least 51% of the new representative(s) signed Shares immediately prior to Closing, to replace the Sellers’ Representatives; each of the Sellers and Indirect Sellers hereby irrevocably undertakes to appoint a replacement Sellers’ Representatives (the “Replacement Sellers’ Representatives”), being one of the Sellers approved by the Seller Majoritydecision in (ii) above. In the event that a Replacement Sellers’ Representatives is appointed, is given the provisions of the Transaction Documents relating to the Buyer Sellers and Indirect Sellers and the Sellers receive the Buyer's consent (which consent shall not be unreasonably withheld and shall be deemed to be given if a response is not received from the Buyer within 10 Business Days of notice of the intended new Sellers’ Representative(s) being given to the Buyer)and Indirect Sellers’ Representatives shall apply mutatis mutandis. 18.8 Where any Relevant Matter is an Individual Dispute, then 17.1.5 For the relevant Seller shall be entitled to be served notice directly avoidance of any such Individual Dispute and shall be entitled to deal with the conduct of the Individual Dispute himself provided that (a) that Seller shall nominate and maintain a person (who may be the Seller himself) with an address in England & Wales with authority to accept service on his behalf of Notices and process in any legal action or proceedings before the courts of England and Wales relating to or in connection with any such Individual Dispute and (b) such notice shall set out the address and other contact details of such nominated person. The Seller shall be entitled by notice to the Buyer to nominate a replacement of any such nominated person provided the replacement also has an address in England & Wales. So long as any such person has been appointed in accordance with this clause 18.8doubt, the Sellers’ Representatives shall not have no power or entitlement to settle any authority to deal with claim against any Individual Dispute and, pending or in the absence of any such appointment, shall act in accordance with the instructions of the relevant Seller Sellers and Indirect Sellers (other than himself) in relation theretoto the Fundamental Warranties.

Sellers’ Representatives. 18.1 Subject to Clause 18.440.1 The Sellers hereby appoint Xxxx Xxxxxxx, each Seller irrevocably appoints the Xxxx Xxxx, Xxx Xxxxxx and Xxxxx Xxxxxxx ("Sellers' Representatives (Representatives"), acting unanimously) as his agents: 18.1.1 to negotiate and agree and/or deal with the determination of the Deferred Consideration and the Purchase Price Statement; 18.1.2 to negotiate, compromise, agree and settle any dispute with the Buyer on his behalf; and 18.1.3 to take all actions and exercise all rights in relation to the Retention; and 18.1.4 without prejudice to clauses 18.1.1 to 18.1.3jointly, to act on his their behalf in relation for the following purposes under this Agreement: (i) to any matter which this agreement expressly provides waive fulfilment of and/or agree to be agreed or done by the Sellers' Representatives. 18.2 Without prejudice to clause 18.1, each Seller irrevocably agrees that any notice, consent or agreement, election, demand or other action to be given, made or taken by such Seller (whether individually or with others) under or in connection with this agreement (including any amendment or variation extension of the date for fulfilment of and/or agree to accept the imposition of a condition or the form or terms of any document in respect of any Condition Precedent; (ii) to grant approval or consent under the Agreement on behalf of the Sellers as provided for in this agreement)Agreement; (iii) to agree the Closing Date; and/or (iv) to give and/or receive any formal notices under the Agreement as provided for in this Agreement from time to time, may be givenprovided that, made before doing any such things, taking any such actions or taken on his behalf by the Sellers' Representatives provided that making any such decisions, the Sellers' Representatives shall not first have authority under this clause 18.2 consulted with all of the Sellers and shall act upon the instructions of the majority of the Sellers, determined with reference to agree to any amendment to this agreement on behalf of a Seller unless (i) the amendment is immaterial or (ii) the amendment has been approved by a Seller Majority. 18.3 Each Seller irrevocably: 18.3.1 (subject to clause 18.4) undertakes to the Buyer that the Sellers' Representatives have Proportions, which thing, action and decision shall retain then be deemed to be binding on, and enforceable against, all of the authority to bind him in relation to Sellers. Notwithstanding the matters referred to in Clauses 18.1 and 18.2 (Relevant Matters); 18.3.2 agrees aforegoing, the Sellers acknowledge that the Buyer Purchaser shall be entitled to rely place reliance on any motive or communication in writing provided by document emanating from the Sellers' Representatives in relation respect of any one of the aforementioned categories without doing any further investigation of its own. 40.2 Should Xxxx Xxxxxxx, Xxxx Xxxx, Xxx Xxxxxx and Xxxxx Xxxxxxx, at any time prior to any Relevant Matter Closing Date, become incapacitated so that he is not able to fulfil his functions as binding on him; and 18.3.3 agrees that any notice or communication Sellers' Representatives in terms of this Agreement, the Sellers shall by way of majority, determined with reference to the Sellers' Proportions, nominate another individual to act as "Sellers' Representatives" in terms of this Agreement. Following such nomination, the Sellers shall notify the Purchaser in writing by of his/her identity. Pending any such written notice, all references in the Agreement to "Sellers' Representatives" shall be deemed to be a reference to the "Sellers". 40.3 Each of the Sellers jointly in the Sellers' Proportions (and not jointly and severally), indemnify the Sellers' Representatives to against any losses, liabilities, costs, claims, actions, demands or expenses (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the Buyer in relation to any Relevant Matter shall foregoing) which the Sellers' Representatives may incur or which may be deemed (unless the context requires otherwise) to be provided by made against the Sellers' Representatives as agent for all a result of the Sellers. 18.4 If, for any reason, a Sellers' Representative resigns (by notice or in writing served on the Sellers and the Buyer) or ceases to be able to act for the purposes of this Clause 18 or no longer has a postal address in the United Kingdom, the Sellers shall immediately: 18.4.1 (subject to this Clause 18.4.1) irrevocably appoint a substitute Sellers' Representative connection with a postal address in the United Kingdom; and 18.4.2 notify the Buyer of the name, relevant contact (where appropriate) and postal and email addresses of the substitute Sellers' Representative. 18.5 Such their appointment and notice shall be effective on the fifth Business Day after the date on which the notice given pursuant to clause 18.4.2 is deemed to have been served or delivered in accordance with clause 20. 18.6 If, on any occasion, there are no Sellers' Representatives: 18.6.1 the Buyer shall be entitled to deal with a Seller Majority instead; 18.6.2 (except in this clause 18), references in this agreement to as the Sellers' Representatives shall be construed accordingly; and 18.6.3 for or the purposes exercise of its powers and duties in terms of clause 20, the relevant contact (where appropriate) and postal addresses of the Sellers shall be as set out in Schedule 140.1. 18.7 The Sellers shall be entitled (acting by a Seller Majority) to appoint any other Seller(s) to act as a replacement in place of the Sellers’ Representatives named in this agreement provided that no such appointment will take effect unless notice of the proposed appointment, setting out the full name and contact details of the new representative(s) signed by the Seller Majority, is given to the Buyer and the Sellers receive the Buyer's consent (which consent shall not be unreasonably withheld and shall be deemed to be given if a response is not received from the Buyer within 10 Business Days of notice of the intended new Sellers’ Representative(s) being given to the Buyer). 18.8 Where any Relevant Matter is an Individual Dispute, then the relevant Seller shall be entitled to be served notice directly of any such Individual Dispute and shall be entitled to deal with the conduct of the Individual Dispute himself provided that (a) that Seller shall nominate and maintain a person (who may be the Seller himself) with an address in England & Wales with authority to accept service on his behalf of Notices and process in any legal action or proceedings before the courts of England and Wales relating to or in connection with any such Individual Dispute and (b) such notice shall set out the address and other contact details of such nominated person. The Seller shall be entitled by notice to the Buyer to nominate a replacement of any such nominated person provided the replacement also has an address in England & Wales. So long as any such person has been appointed in accordance with this clause 18.8, the Sellers’ Representatives shall not have any authority to deal with any Individual Dispute and, pending or in the absence of any such appointment, shall act in accordance with the instructions of the relevant Seller in relation thereto.

Sellers’ Representatives. 18.1 Subject to Clause 18.4, each Seller 16.1 Each of the Sellers hereby: 16.1.1 irrevocably appoints authorises the Sellers' ’ Representatives (acting unanimously) to agree on his behalf from time to time to such variations, amendments or modifications to this agreement as his agents: 18.1.1 to negotiate and agree and/or deal with the determination of the Deferred Consideration and the Purchase Price StatementSellers’ Representatives shall in their absolute discretion deem necessary or desirable; 18.1.2 to negotiate, compromise, agree and settle any dispute with 16.1.2 irrevocably instructs the Buyer on his behalf; and 18.1.3 to take all actions and exercise all rights in relation to the Retention; and 18.1.4 without prejudice to clauses 18.1.1 to 18.1.3, Sellers’ Representatives to act on his behalf in relation to any matter which this agreement expressly provides to be agreed or done by the Sellers' Representatives. 18.2 Without prejudice to clause 18.1, each Seller irrevocably agrees that any notice, consent or agreement, election, demand or other action to be given, made or taken by such Seller (whether individually or with others) under or in connection with this agreement (including any amendment or variation of the terms of this agreement), may be given, made or taken on his behalf by the Sellers' Representatives provided that the Sellers' Representatives shall not have authority under this clause 18.2 those matters delegated to agree to any amendment to this agreement on behalf of a Seller unless (i) the amendment is immaterial or (ii) the amendment has been approved by a Seller Majority. 18.3 Each Seller irrevocably: 18.3.1 (subject to clause 18.4) undertakes to the Buyer that the Sellers' Representatives have and shall retain the authority to bind him in relation to the matters referred to in Clauses 18.1 and 18.2 (Relevant Matters); 18.3.2 agrees that the Buyer shall be entitled to rely on any motive or communication in writing provided by the Sellers' Representatives in relation to any Relevant Matter as binding on him; and 18.3.3 agrees that any notice or communication in writing by the Sellers' Representatives to the Buyer in relation to any Relevant Matter shall be deemed (unless the context requires otherwise) to be provided by the Sellers' Representatives as agent for all of the Sellers. 18.4 If, for any reason, a Sellers' Representative resigns (by notice in writing served on the Sellers and the Buyer) or ceases to be able to act for the purposes of this Clause 18 or no longer has a postal address in the United Kingdom, the Sellers shall immediately: 18.4.1 (subject to this Clause 18.4.1) irrevocably appoint a substitute Sellers' Representative with a postal address in the United Kingdom; and 18.4.2 notify the Buyer of the name, relevant contact (where appropriate) and postal and email addresses of the substitute Sellers' Representative. 18.5 Such appointment and notice shall be effective on the fifth Business Day after the date on which the notice given pursuant to clause 18.4.2 is deemed to have been served or delivered in accordance with clause 20. 18.6 If, on any occasion, there are no Sellers' Representatives: 18.6.1 the Buyer shall be entitled to deal with a Seller Majority instead; 18.6.2 (except in this clause 18), references in this agreement to the Sellers' Representatives shall be construed accordingly; and 18.6.3 for the purposes of clause 20, the relevant contact (where appropriate) and postal addresses of the Sellers shall be as set out in Schedule 1. 18.7 The Sellers shall be entitled (acting by a Seller Majority) to appoint any other Seller(s) to act as a replacement in place of the Sellers’ Representatives named in under this agreement provided that no such appointment will take effect unless notice of agreement; 16.1.3 irrevocably instructs the proposed appointment, setting out the full name and contact details of the new representative(s) signed by the Seller Majority, is given to the Buyer and the Sellers receive the Buyer's consent (which consent shall not be unreasonably withheld and shall be deemed to be given if a response is not received from the Buyer within 10 Business Days of notice of the intended new Sellers’ Representative(s) being given Representatives to the Buyer). 18.8 Where any Relevant Matter is an Individual Dispute, then the relevant Seller shall be entitled to be served notice directly of any such Individual Dispute and shall be entitled to deal with the conduct of the Individual Dispute himself provided that (a) that Seller shall nominate and maintain a person (who may be the Seller himself) with an address in England & Wales with authority to accept service act on his behalf of Notices and process to agree, settle or compromise any Claim; 16.1.4 acknowledges that in any legal action or proceedings before the courts of England and Wales relating performing those matters delegated to or in connection with any such Individual Dispute and (b) such notice shall set out the address and other contact details of such nominated person. The Seller shall be entitled by notice to the Buyer to nominate a replacement of any such nominated person provided the replacement also has an address in England & Wales. So long as any such person has been appointed in accordance with this clause 18.8, him the Sellers’ Representatives shall not have any authority be entitled to deal take such steps or decisions in connection therewith as they shall in their absolute discretion think fit; 16.1.5 irrevocably authorises the Sellers’ Representatives to instruct on behalf of the Sellers such accountants, solicitors or other advisers as the Sellers’ Representatives shall in their absolute discretion deem necessary or desirable in connection with any Individual Dispute the matters delegated to the Sellers’ Representatives under this agreement; 16.1.6 irrevocably authorises the Sellers’ Representatives to agree and execute the Escrow Letter, and to make such variations, amendments or modifications to the Escrow Letter as the Sellers’ Representatives shall in their absolute discretion deem necessary or desirable; 16.1.7 irrevocably authorises the Sellers’ Representatives and the Majority Sellers Solicitors to operate the Escrow Account in accordance with clauses 4 and 5 and the Escrow Letter; and, pending or in 16.1.8 irrevocably authorises the absence Majority Sellers Solicitors to receive funds into the Nominated Account on behalf of any such appointment, shall act the Sellers in accordance with the instructions provisions of this agreement and the Escrow Letter. 16.2 The Sellers’ Representatives may at any time, by notice in writing to the Buyer and to each of the relevant Seller Sellers, resign from such position. 16.3 The Sellers, by the agreement of the holders of a majority of the Shares as at the date of this agreement, evidenced in relation theretowriting to the Buyer: 16.3.1 may at any time remove any of the Sellers’ Representatives; and 16.3.2 where the position of Sellers’ Representatives is at any time vacant (whether as a consequence of removal in accordance with clause 16.3.1, of resignation in accordance with clause 16.2 of the death of the person holding that position) shall appoint another named individual to be a Sellers’ Representative.