SELLER AS AGENT Sample Clauses

SELLER AS AGENT. If Seller or its affiliates desire to become agents of Purchaser, Purchaser will permit them to act as agents in their own name and will compensate them at a rate no less than favorable than the rate which Purchaser is paying to any of its agents in Georgia with respect to contracts entered into by Purchaser with such agents (i.e. excluding contracts which apply to the entire country or major portions thereof).
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SELLER AS AGENT. For a period not to exceed 120 days after the Closing Date, Seller agrees to receive on behalf of Buyer all Federal recurring payments and automated clearing house ("ACH") transfers directed to Seller, and to act as Buyer's collecting bank for the receipt of checks, drafts, negotiable orders of withdrawal, and electronic fund transfers drawn before or after the Closing Date on Deposits assumed by Buyer in accordance with the procedures to be agreed upon by the parties. In executing its duties under this Section, Seller is acting only as agent for the collection of items drawn on Buyer. Seller shall not supply any missing endorsements, or act as collecting bank for returned deposits, or, except as otherwise specifically provided in this Agreement, act as returning bank for any items not paid by Buyer. Unless caused by the gross negligence or willful misconduct of Seller, any risks of loss associated with the interim servicing, including any risk of loss associated with insufficient funds, shall be the responsibility of Buyer. Buyer shall indemnify, hold harmless, and defend Seller from and against all claims, losses, and liabilities, including reasonable attorneys' fees and expenses, arising out of Buyer's acts pursuant to this section.
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SELLER AS AGENT. Seller shall act as agent for the Affiliates for all matters under or in connection with this Agreement, including without limitation, the collection of the Purchase Price allocated to each Property.
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SELLER AS AGENT. (a) The Indemnifying Parties hereby irrevocably appoint the Seller as their agent and attorney-in-fact to act on behalf of each of the Indemnifying Parties, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) for the purposes of Article VII, to give and receive notices and communications, to authorize delivery to any Parent Indemnified Party of cash from the Escrow Account in satisfaction of claims by a Parent Indemnified Party, to agree to, negotiate, enter into settlements and compromises of, and bring suit and comply with orders and awards of courts with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Seller for the accomplishment of the foregoing. The Seller shall inform the other Indemnifying Parties within three (3) Business Days of any action taken by it hereunder. (ii) to execute and deliver such waivers and consents in connection with this Agreement and the consummation of the transactions contemplated hereby and thereby as the Seller, in its sole discretion, may deem necessary or desirable; (iii) to enforce and protect the rights and interests of all Indemnifying Parties arising out of or under or in any manner relating to this Agreement, and any other document contemplated hereby, and to take any and all actions which the Seller believes are necessary or appropriate under this Agreement for and on behalf of the Indemnifying Parties; (iv) to refrain from enforcing any right of the Indemnifying Parties or any of them and/or the Seller arising out of or under or in any manner relating to this Agreement or any document contemplated hereby; provided, however, that no such failure to act on the part of the Seller, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Seller or by the Indemnifying Parties unless such waiver is in writing signed by the waiving party or by the Seller; and (v) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Seller, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and all other docum...
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Related to SELLER AS AGENT

  • Seller’s Agent The Seller’s Agent is appointed as the Seller’s agent to introduce a buyer.

  • Termination Prior to Closing Notwithstanding the foregoing, the parties will be relieved of the obligation to consummate the Closing and purchase or sell the Assets: (a) By the mutual written consent of the Buyer and the Seller; (b) By the Seller in writing, without liability, if the Buyer (i) fails to perform in any material respect its agreements contained herein required to be performed by it on or prior to the Closing Date, or (ii) materially breaches any of its representations, warranties or covenants contained herein, which in either case is not cured within ten (10) days after the Seller has notified the Buyer of its intent to terminate this Agreement pursuant to this subparagraph; (c) By the Buyer in writing, without liability, if the Seller (i) fails to perform in any material respect its agreements contained herein required to be performed by them on or prior to the Closing Date, or (ii) materially breaches any of its representations, warranties or covenants contained herein, which in either case is not cured within ten (10) days after the Buyer has notified the Seller of its intent to terminate this Agreement pursuant to this subparagraph; (d) Subject to Section 5.5 hereof, by either the Seller or the Buyer in writing, without liability, if there is issued any order, writ, injunction or decree of any court or governmental or regulatory agency binding on the Buyer or the Seller which prohibits or materially restrains the Buyer or the Seller from consummating the transactions contemplated hereby; provided that the Buyer and the Seller have used their reasonable, good faith efforts to have any such order, writ, injunction or decree lifted and the same has not been lifted within sixty (60) days after entry, by any such court or governmental or regulatory agency; (e) By the Buyer in writing, without liability, if Buyer elects to terminate pursuant to Section 6.1 or Section 6.2 hereof; (f) By either the Seller or the Buyer in writing, without liability, if for any reason the Closing has not occurred by March 31, 1999 other than as a result of the breach of this Agreement by the party attempting to terminate this Agreement; (g) By Seller in writing, without liability, upon a "Change of Control" of Buyer (for purposes of this Agreement, a "Change of Control" means (i) the acquisition by any individual, corporation, company, association, joint venture or other entity, of beneficial ownership of 25% or more of the voting securities of the Buyer; or (ii) individuals who, as of the date of this Agreement, constitute the Board of Directors of the Buyer cease for any reason to constitute at least a majority of the Board of Directors of the Buyer; or (iii) the consummation by the Buyer of a reorganization, merger or consolidation, or exchange of shares or sale or other disposition of all or substantially all of the assets of the Buyer, if immediately after giving effect to such transaction the individuals or entities who beneficially own voting securities immediately prior to such transaction beneficially own

  • Vendor’s Resellers as Related to This Agreement

  • Seller's Employees Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.