Appointment of a designated seller (usually a local subsidiary) as part of the sale of group companies. The purpose of the agency agreement is to bind local buyers into the main agreement in relation to a multi-jurisdictional acquisition. This is drafted for the seller and should be used after the execution of the main agreement.
This agreement is entered into in connection with the sale and purchase agreement entered into between the Buyer and the Seller for the sale and purchase of the Target (the Principal Agreement), which the Seller entered into for itself and, on the basis and to the extent provided therein, as agent for the Designated Seller.
In the Principal Agreement, the Seller has agreed, among other things, to procure that a Seller designated by it shall sell the Target.
The relevant selling entity referred to in the Principal Agreement has now been identified and is now an Affiliate of the Seller and has agreed to appoint the Seller as its agent from the date of this agreement in connection with the Principal Agreement upon the terms set out in this agreement, thereby making it a Designated Seller as defined in the Principal Agreement.
The parties have agreed that the Designated Seller and the parties to the Principal Agreement (including any other Designated Sellers for which the Seller is acting as agent respectively) are to have the same rights and obligations in relation to each other as if the Designated Seller had existed when the Principal Agreement was executed, had been specified as a Designated Seller in the Principal Agreement and had appointed the Seller as its agent prior to the execution of the Principal Agreement.
Designated Seller hereby irrevocably appoints and instructs the Seller as its sole agent:
(a) to perform the Principal Agreement and enter into and perform any other Transaction Documents on its behalf;
(b) to receive or pay, as the case may be, any amounts owed or paid by or to the Designated Seller pursuant to any of the provisions of the Principal Agreement;
(c) for the purposes of initiating, receiving, conducting and settling any claims and satisfying all judgments in respect of all matters arising under the terms of the Principal Agreement; and
(d) to do such other acts and things, give and receive such representations, warranties, undertakings and indemnities, assume any other obligations and receive and hold any other rights and benefits and make or be subjected to any such claims as the Principal Agreement provides are to be done, given, assumed, received, held or made by or conducted through the Seller on behalf of or as agent for the Designated Seller, including, without limitation, in respect of the Warranties, the covenants and the indemnities given by the Seller as set out in the Principal Agreement.
This document should be carefully read by the Buyer and the Designated Buyer. Both parties should sign and return a copy, and once signed, both parties should get a copy.
To avoid any future disputes, both parties may wish to have their signatures witnessed.
If either party wishes to amend the agreement in the future, both parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by both parties.
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