Common use of Trustee and Agent Clause in Contracts

Trustee and Agent. Each Party acknowledges that the other Party is acting as trustee and agent for the remaining Purchaser Indemnified Parties or Company Indemnified Parties, as the case may be, on whose behalf and for whose benefit the indemnity in Section 9.1 or Section 9.2, as the case may be, is provided and that such remaining Indemnified Parties shall have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement. Each Party agrees that the other Party may enforce the indemnity for and on behalf of such remaining Indemnified Parties and, in such event, the Party from whom indemnification is sought will not in any proceeding to enforce the indemnity by or on behalf of such remaining Indemnified Parties assert any defence thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defence.

Appears in 1 contract

Sources: Share Purchase Agreement

Trustee and Agent. Each Party acknowledges The Purchaser, on the one hand, and the Vendor, on the other hand, acknowledge that the other Party is acting as trustee and agent for the remaining Purchaser Indemnified Parties or Company and the Vendor Indemnified Parties, as the case may berespectively, on whose behalf and for whose benefit the indemnity indemnities in Section 9.1 or Section 9.2, as the case may be, is Article 11 are provided and that such remaining Indemnified Parties shall have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement. Each Party agrees The Parties agree that the other Party may enforce the indemnity for and on behalf of such remaining Indemnified Parties and, in such event, the Party from whom indemnification is sought will not in any proceeding to enforce the indemnity by or on behalf of such remaining Indemnified Parties assert any defence thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defence.

Appears in 1 contract

Sources: Share Purchase Agreement (Shaw Communications Inc)

Trustee and Agent. Each Party acknowledges The Purchaser, on the one hand, and the Vendor, on the other hand, acknowledge that the other Party is acting as trustee and agent for the remaining Purchaser Indemnified Parties or Company and the Vendor Indemnified Parties, as the case may berespectively, on whose behalf and for whose benefit the indemnity indemnities in Section 9.1 or Section 9.2, as the case may be, is this Article 8 are provided and that such remaining Indemnified Parties shall have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement. Each Party agrees The Parties agree that the other Party may enforce the indemnity for and on behalf of such remaining Indemnified Parties and, in such event, the Party from whom indemnification is sought will not in any proceeding to enforce the indemnity by or on behalf of such remaining Indemnified Parties assert any defence thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defence.

Appears in 1 contract

Sources: Share Purchase Agreement (First Majestic Silver Corp)

Trustee and Agent. Each Party acknowledges The Purchaser, on the one hand, and the Vendor, on the other hand, acknowledge that the other Party is acting as trustee and agent for the remaining Purchaser Indemnified Parties or Company and the Vendor Indemnified Parties, as the case may berespectively, on whose behalf and for whose benefit the indemnity indemnities in Section 9.1 or Section 9.2, as the case may be, is Article 8 are provided and that such remaining Indemnified Parties shall have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement. Each Party agrees The Parties agree that the other Party may enforce the indemnity for and on behalf of such remaining Indemnified Parties and, in such event, the Party from whom indemnification is sought will not in any proceeding to enforce the indemnity by or on behalf of such remaining Indemnified Parties assert any defence thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defence.

Appears in 1 contract

Sources: Share Purchase Agreement (Equinox Gold Corp.)

Trustee and Agent. Each Party acknowledges that the other Party is acting as trustee and agent for the remaining Purchaser Transferor Indemnified Parties or Company Transferee Indemnified Parties, as the case may be, on whose behalf and for whose benefit the indemnity in Section 9.1 or Section 9.2, as the case may be, is provided and that such remaining Indemnified Parties indemnified parties shall have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement. Each Party agrees that the other Party may enforce the indemnity for and on behalf of such remaining Indemnified Parties indemnified parties and, in such event, the Party from whom indemnification is sought will not in any proceeding to enforce the indemnity by or on behalf of such remaining Indemnified Parties indemnified parties assert any defence thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defence.

Appears in 1 contract

Sources: Shareholders Agreement (Canwest Mediaworks Inc)

Trustee and Agent. β€Œ Each Party acknowledges that the other Party is acting as trustee and agent for the remaining other Purchaser Indemnified Parties or Company Vendor Indemnified Parties, as the case may be, on whose behalf and for whose benefit the indemnity in Section 9.1 8.2 or Section 9.28.6, as the case may be, is provided and that such remaining other Indemnified Parties shall have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement. Each Party agrees that the other Party may enforce the indemnity for and on behalf of such remaining other Indemnified Parties and, in such event, the Party from whom indemnification is sought will not in any proceeding to enforce the indemnity by or on behalf of such remaining other Indemnified Parties assert any defence thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defence.

Appears in 1 contract

Sources: Share Purchase and Sale Agreement

Trustee and Agent. Each Party acknowledges that the other Party is acting as trustee and agent for the remaining Purchaser Transferor Indemnified Parties or Company Transferee Indemnified Parties, as the case may be, on whose behalf and for whose benefit the indemnity in Section 9.1 8.1 or Section 9.28.2, as the case may be, is provided and that such remaining Indemnified Parties indemnified parties shall have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement. Each Party agrees that the other Party may enforce the indemnity for and on behalf of such remaining Indemnified Parties indemnified parties and, in such event, the Party from whom indemnification is sought will not in any proceeding to enforce the indemnity by or on behalf of such remaining Indemnified Parties indemnified parties assert any defence thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defence.

Appears in 1 contract

Sources: Shareholders Agreement (Canwest Mediaworks Inc)

Trustee and Agent. Each Party acknowledges that the other Party is acting as trustee and agent for the remaining Purchaser Indemnified Parties or Company Vendor Indemnified Parties, as the case may be, on whose behalf and for whose benefit the indemnity in Section 9.1 10.1 or Section 9.210.2, as the case may be, is provided and that such remaining Indemnified Parties shall have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement. Each Party agrees that the other Party may enforce the indemnity for and on behalf of such remaining Indemnified Parties and, in such event, the Party from whom indemnification is sought will not in any proceeding to enforce the indemnity by or on behalf of such remaining Indemnified Parties assert any defence thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defence.

Appears in 1 contract

Sources: Asset Purchase Agreement (Optimal Group Inc)