Vendor Representative Clause Samples

Vendor Representative. 4.5.1 The Vendors hereby appoint the Vendor Representative as agent and (other than Enterprise Ireland) as attorney-in-fact for each Vendor, for and on behalf of the Vendors, to give and receive notices and communications, to authorise delivery to the Purchaser of cash from the Escrow Fund in satisfaction of claims by the Purchaser, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Vendor Representative for the accomplishment of the foregoing. Such agency may be changed by the Vendor’s Representative from time to time upon not less than seven (7) days prior written notice to the Purchaser. Any vacancy in the position of the Vendor Representative may be filled by approval of the holders of a majority interest of the Escrow Fund. No bond shall be required of the Vendor Representative, and the communications to or from the Vendor Representative shall constitute notice to or from each of the Vendors. 4.5.2 The Vendor Representative shall not be liable for any act done or omitted hereunder as Vendor Representative in good faith, absent gross negligence. The Vendors on whose behalf the Escrow Amount was contributed to the Escrow Account shall severally indemnify the Vendor Representative and hold the Vendor Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Vendor Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Vendor Representative. All other reasonable expenses incurred by the Vendor Representative shall be paid out of the Escrow Amount after all distributions to the Purchaser are made in satisfaction of any claims on the Escrow Amount and prior to any distribution to the Vendors. 4.5.3 A decision, act, consent or instruction of the Vendor Representative shall constitute a decision of all the Vendors for whom a portion of the Consideration otherwise issuable to them is deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such Vendors, and the Escrow Agent and Purchaser may rely upon any such decision, act, consent or instruction of the Vendor Representative as being the decision, act, consent or instruction of each such Vendor. The Escrow Agent and Purchaser ar...

Vendor Representative. Each Vendor will name at least one person to be the Vendor’s representative in connection with the event. Such representative shall be authorized to enter into such service contracts as may be necessary, and for which the Vendor shall be responsible.

Vendor Representative. (1) Effective upon the execution of this Agreement and without further act of any Vendor, the Vendors appoint the Vendor Representative as their agent and attorney (and no other Person shall be so appointed) to: (a) resolve any disputes related to the payment of any amounts due hereunder, including the authorization to commence litigation in accordance with the terms of this Agreement and to comply with Governmental Entities and awards of any arbitrators related thereto; (b) discuss, negotiate, resolve and fully and finally settle on behalf of the Vendors any claims for indemnification by the Purchaser under Article 9 hereof, including the authorization to comply with Governmental Entities with respect to any such claim for indemnification; (c) prepare the Closing Net Working Capital Statement and discuss, negotiate, resolve and fully and finally settle on behalf of the Vendors any disputes with respect to the Closing Net Working Capital and the Closing Net Working Capital Statement pursuant to Section 2.8 hereof; (d) enter into the Escrow Agreement on behalf of the Vendors and provide instructions to the Escrow Agent with respect to the Escrowed Amount; (e) take any action, including litigating, defending or enforcing any actions, and make, deliver and sign any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement (an “Instrument”) which the Vendor Representative determines in his discretion to be necessary, appropriate or desirable, and, in connection therewith, hire or retain, at the sole expense of the Vendors, such counsel, investment bankers, accountants, representatives and other professional and technical advisors as he or she determines in his or her sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder; and (f) receive all documents, certificates and notices and make all determinations on behalf of the Vendors required under this Agreement. (2) A decision, act, consent or instruction of the Vendor Representative shall constitute a decision of the Vendors, and shall be final, binding and conclusive upon the Vendors and may be conclusively relied upon by the Purchaser. Any party receiving an Instrument from the Vendor Representative shall have the right to rely in good faith upon such Instrument, and to act in accordance with the Instrument without indepe...

Vendor Representative. Vendor shall have a knowledgeable and responsible representative report to County’s designated Contract representative within 24 hours following the execution of this Contract. The Contractor's representative shall have the authority to implement all actions required to begin the performance of contracted services as set out in this Contract and Contractor’s General Operations Plan. A Vendor representative shall remain locally during the duration of recovery efforts and be available to routinely meet with County contract administrator. The Vendor shall also consider locating this representative at or near the Lee County EOC to facilitate coordination of debris removal operations. The Vendor shall also provide reports on debris removal operational progress as requested.

Vendor Representative. NAMD will coordinate the Flea Market with only one main contact for the Event, the Vendor’s Representative.

Vendor Representative. Each Vendor hereby irrevocably appoints the Vendor Representative the agent and attorney-in-fact of Vendors for the purposes of acting in the name and stead of the Vendors as expressly provided in this Agreement. From the date of this Agreement until the Closing Date, the Company hereby irrevocably appoints the Vendor Representative the agent and attorney-in-fact of the Company for the purposes of acting in the name and stead of the Company as expressly provided in this Agreement but only during the aforementioned time period.

Vendor Representative. Supplier shall assign a senior level representative who shall be the primary MHEC contact for all matters related to all sales and marketing efforts of this Master Agreement.

Vendor Representative. The Vendors irrevocably constitute and appoint Jaan Leemet, together with such Person’s permitted successors (the “Vendor Representative”), as their true and lawful agent and attorney-in-fact to exercise all or any powers, authority and discretion to waive any terms and conditions of this Agreement, to give and receive notices on their behalf and to be their exclusive representative with respect to any such matter or proceeding arising with respect to this Agreement or the transactions contemplated by this Agreement, including without limitation, the defense, settlement or compromise of any claim, action or proceeding for which the Purchaser or its directors, officers, employees and agents or the Vendors may be entitled to indemnification, and the Vendor Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. The Vendor Representative shall not be liable for any action taken or not taken by the Vendor Representative in connection with the Vendor Representative’s obligations under this Agreement (i) with the consent of the Vendors who, as of the date of this Agreement, represent the Requisite Vendors, or (ii) in the absence of the Vendor Representative’s own gross negligence or willful misconduct. If the Vendor Representative shall be unable or unwilling to serve in such capacity, the Vendor Representative’s successor shall be named by those Vendors representing the Requisite Vendors, who shall serve and exercise the powers of the Vendor Representative hereunder.

Vendor Representative. At all times Vendor or any of Vendor’s personnel are present on TIRC premises, there shall also be present a representative of Vendor who shall be responsible for Vendor’s operations and the conduct of its personnel.