Trustee and Agent Clause Samples

Trustee and Agent. Each of Buyer and Seller acknowledges that the other is acting as trustee and agent for the remaining Buyer Indemnified Parties or Seller Indemnified Parties as the case may be, on whose behalf and for whose benefit the indemnity in Section 8.1 or Section 8.7, as the case may be, is provided and that such remaining Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, 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 of Buyer and Seller agrees that the other may enforce the indemnity for and on behalf of such remaining Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, 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 Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, assert any defence thereto based on the absence of authority or consideration or privity of contract and each of Buyer and Seller irrevocably waives the benefit of any such defence.

Trustee and Agent. Each Party acknowledges that the other Party is acting as trustee and agent for its other Indemnified Parties, on whose behalf and for whose benefit the indemnity in Section 11.1 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 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 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.

Trustee and Agent. The Vendor acknowledges that the Purchaser is acting as trustee and agent for the remaining Purchaser Indemnified Parties, on whose behalf and for whose benefit the indemnity in Section 11.1 is provided and that such remaining Purchaser 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. The Vendor agrees that the Purchaser may enforce the indemnity for and on behalf of such remaining Purchaser Indemnified Parties and, in such event, the Vendor will not in any proceeding to enforce the indemnity by or on behalf of such remaining Purchaser 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. The Purchaser acknowledges that the Vendor is acting as trustee and agent for the remaining Vendor Indemnified Parties, on whose behalf and for whose benefit the indemnity in Section 11.2 is provided and that such remaining Vendor 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. The Purchaser agrees that the Vendor may enforce the indemnity for and on behalf of such remaining Vendor Indemnified Parties and, in such event, the Purchaser will not in any proceeding to enforce the indemnity by or on behalf of such remaining Vendor 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.

Trustee and Agent. Each Party acknowledges that the other Party is acting as trustee and agent for the remaining PSP Indemnified Parties or PEGI Indemnified Parties, as the case may be, on whose behalf and for whose benefit the indemnity in Section 8.01 or Section 8.02, 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 PSP Indemnified Parties or PEGI Indemnified Parties, as the case may be, 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 PSP Indemnified Parties or PEGI Indemnified Parties, as the case may be, assert any defense thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defense.

Trustee and Agent. Each Party acknowledges that the other Party is acting as trustee and agent for the remaining Transferor Indemnified Parties or 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 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.

Trustee and Agent. Buyer acknowledges that the Shareholders’ Representative, and the Shareholders’ Representative acknowledges that Buyer, is acting as trustee and agent for the remaining Sellers or Buyer Indemnitees, respectively, on whose behalf and for whose benefit the indemnity in Section 9.2(a), Section 9.2(b) or Section 9.2(c), as the case may be, is provided and that such remaining indemnified Persons 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. Buyer agrees that the Shareholders’ Representative, and the Shareholders’ Representative agrees that Buyer, may enforce the indemnity for and on behalf of such remaining indemnified Persons 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 Persons assert any defense thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defense.

Trustee and Agent. The Vendors acknowledge that Tundra Canada is acting as trustee and agent for the remaining Purchaser Indemnified Parties on whose behalf and for whose benefit the indemnities in Section 11.2(a) are provided and that such remaining Purchaser Indemnified Parties shall have the full right and entitlement to take the benefit of and enforce such indemnities notwithstanding that they may not individually be parties to this Agreement. The Vendors agree that Tundra Canada may enforce the indemnities for and on behalf of such remaining Purchaser Indemnified Parties and, in such event, the Party from whom indemnification is sought will not in any proceeding to enforce the indemnities by or on behalf of such remaining Purchaser Indemnified Parties assert any defence thereto based on the absence of authority or consideration or privity of contract and hereby irrevocably waives the benefit of any such defence.

Trustee and Agent. 22 GENERAL ............................................................................................................. 22 10.1 Public Notices ............................................................................................................... 22 10.2 Expenses ....................................................................................................................... 23 10.3 Notices .......................................................................................................................... 23 10.4 Assignment ................................................................................................................... 24 10.5 Enurement ..................................................................................................................... 24

Trustee and Agent. Each Party agrees that the other Party holds the benefit of sub-clauses A15.1 to A15.11 inclusive for itself and as trustee and agent for its officers, employees and agents.