Common use of Purchasers’ Agent Clause in Contracts

Purchasers’ Agent. 19.1.1 Each Purchaser by its execution of this Umbrella SPA irrevocably appoints Prime HoldCo C-T S.à ▇.▇., ▇▇ ▇▇▇▇▇ ▇▇ Treves - ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to act on its behalf as its agent (“Purchaser’s Agent”) in relation to this Umbrella SPA and irrevocably authorizes on its behalf to give and receive all notices and instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Purchaser notwithstanding that they may affect the Purchaser without further reference to or the consent of that Purchaser; and in each case the Purchaser shall be bound as though the Purchaser itself had given or received the notices and instructions or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. 19.1.2 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made or received by the Purchasers’ Agent or given to the Purchasers’ Agent under this Agreement on behalf of another Purchaser or by a Seller or in connection with this Agreement shall be binding for all purposes on that Purchaser as if that Purchaser had expressly made, given, received or concurred with it. In the event of any conflict between any notices or other communications of the Purchasers’ Agent and any other Purchaser, those of the Purchasers’ Agent shall prevail. 19.1.3 Each Purchaser hereby – to the extent applicable and legally possible - exempts the Purchaser’s Agent from the restrictions provided for in Section 181 of the German Civil Code. 19.1.4 Purchaser’s Agent must not cease to be a Purchasers’ Agent unless a replacement Purchasers’ Agent has been appointed to the reasonable satisfaction of the Sellers.

Appears in 1 contract

Sources: Umbrella Sale and Purchase Agreement (NorthStar Realty Europe Corp.)

Purchasers’ Agent. 19.1.1 Each Purchaser by its execution of this Umbrella SPA irrevocably appoints Prime HoldCo C-T S.à ▇.r.▇., ▇▇ 6A ▇▇▇▇▇ ▇▇ Treves ▇reves - ▇▇▇ ▇▇▇▇▇6th Floor, ▇▇▇▇▇▇▇▇▇▇▇▇▇Senningerberg, ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ L 2633 Luxembourg to act on its behalf as its agent (“Purchaser’s Agent”) in relation to this Umbrella SPA and irrevocably authorizes on its behalf to give and receive all notices and instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Purchaser notwithstanding that they may affect the Purchaser without further reference to or the consent of that Purchaser; and in each case the Purchaser shall be bound as though the Purchaser itself had given or received the notices and instructions or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. 19.1.2 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made or received by the Purchasers’ Agent or given to the Purchasers’ Agent under this Agreement on behalf of another Purchaser or by a Seller or in connection with this Agreement shall be binding for all purposes on that Purchaser as if that Purchaser had expressly made, given, received or concurred with it. In the event of any conflict between any notices or other communications of the Purchasers’ Agent and any other Purchaser, those of the Purchasers’ Agent shall prevail. 19.1.3 Each Purchaser hereby – to the extent applicable and legally possible - exempts the Purchaser’s Agent from the restrictions provided for in Section 181 of the German Civil Code. 19.1.4 Purchaser’s Agent must not cease to be a Purchasers’ Agent unless a replacement Purchasers’ Agent has been appointed to the reasonable satisfaction of the Sellers.

Appears in 1 contract

Sources: Umbrella Sale and Purchase Agreement (Northstar Realty Finance Corp.)