Common use of Trustee and Agent Clause in Contracts

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. Buyer Each of the Purchaser and the Vendor acknowledges that the Shareholders’ Representative, other of the Purchaser and the Shareholders’ Representative acknowledges that Buyer, Vendor is acting as trustee and agent for the remaining Sellers Purchaser Indemnified Persons or Buyer IndemniteesVendor Indemnified Persons, respectivelyas the case may be, on whose behalf and for whose benefit the indemnity in Section 9.2(a), Section 9.2(bSections 7.1(a) or Section 9.2(cand 7.1(b), 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 Each of the Purchaser and the Vendor agrees that the Shareholders’ Representative, other of the Purchaser and the Shareholders’ Representative agrees that Buyer, Vendor may enforce the indemnity for and on behalf of such remaining indemnified Persons and, in such event, the party 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 defence thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defensedefence.