Examples of Sellers’ Representative in a sentence
The Sellers Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct.
If any amount paid to the Sellers pursuant to this Section 5.3(h) shall subsequently be challenged successfully by any Governmental Entity, the Sellers, acting through the Sellers Representative in its administrative capacity, shall, upon written request from Buyer (or any of its Affiliates), repay to Buyer (such Affiliate) such amount (together with any related interest and additions to Tax).
Notwithstanding the following, Sellers Representative will recover losses from the Expense Fund prior to other sources of recovery, unless reimbursement from the Expense Fund is not timely made to the Sellers Representative for any reason, in which the Sellers Representative is permitted to recover from any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers.
Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Sellers Representative hereunder.
The Sellers, acting through the Sellers Representative in its administrative capacity, shall reimburse Buyer (or its designated Affiliate) for any reasonable expenses incurred in connection with (and which would not have arisen but for) the calculation, application for or collection of any Tax refund (or claim of any credit in lieu thereof) payable to the Sellers under this Section 5.3(h).