Common use of Action by the Committee Clause in Contracts

Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designee”). In fulfilling its responsibilities hereunder, the Committee or its Designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee and that any decision of the Committee or its Designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement agreement and with regard to any and all matters set forth in this Agreementagreement. The Committee may delegate its functions under this Agreement agreement to an officer of the Company Cardinal Group designated by the Committee (hereinafter the “Designee”"designee"). In fulfilling its responsibilities hereunder, the Committee or its Designee designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee designee and that any decision of the Committee or its Designee designee relating to this Agreement agreement, including without limitation whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designee”). In fulfilling its responsibilities hereunder, the Committee or its Designee may rely upon documents, written statements of the parties parties, or such other material as the Committee or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee and that any decision of the Committee or its Designee relating to this Agreement Agreement, including without limitation whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company Cardinal Group designated by the Committee (hereinafter the “Designee”). In fulfilling its responsibilities hereunder, the Committee or its Designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee and that any decision of the Committee or its Designee relating to this Agreement Agreement, including, without limitation, whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement agreement shall rest exclusively and completely within the sole good faith province and discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement agreement and with regard to any and all matters set forth in this Agreementagreement. The Committee may delegate its functions under this Agreement agreement to an officer of the Company Cardinal Group designated by the Committee (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Committee or its Designee designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee designee and that any decision of the Committee or its Designee designee relating to this Agreement agreement, including without limitation whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designee”)) to the extent permitted by applicable law. In fulfilling its responsibilities hereunder, the Committee or its Designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee and that any decision of the Committee or its Designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.binding. 11. Prompt

Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Committee or its Designee designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee designee and that any decision of the Committee or its Designee designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement agreement and with regard to any and all matters set forth in this Agreementagreement. The Committee may delegate its functions under this Agreement agreement to an officer of the Company designated by the Committee (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Committee or its Designee designee may rely upon documents, written statements of the parties parties, or such other material as the Committee or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee designee and that any decision of the Committee or its Designee designee relating to this Agreement agreement, including without limitation whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement agreement shall rest exclusively and completely within the sole good faith province and discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement agreement and with regard to any and all matters set forth in this Agreementagreement. The Committee may delegate its functions under this Agreement agreement to an officer of the Company Cardinal Group designated by the Committee (hereinafter the “Designee”"designee"). In fulfilling its responsibilities hereunder, the Committee or its Designee designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee designee and that any decision of the Committee or its Designee designee relating to this Agreement agreement, including without limitation whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Committee or its Designee designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee designee deems appropriate. The parties agree that that, except as described in Section 5, there is no right to be heard or to appear before the Committee or its Designee designee and that any decision of the Committee or its Designee designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement agreement and with regard to any and all matters set forth in this Agreementagreement. The Committee may delegate its functions under this Agreement agreement to an officer of the Company Cardinal Group designated by the Committee (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Committee or its Designee designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee designee and that any decision of the Committee or its Designee designee relating to this Agreement agreement, including without limitation whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Committee or its Designee designee may rely upon documents, written statements of the parties parties, or such other material as the Committee or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee designee and that any decision of the Committee or its Designee designee relating to this Agreement Agreement, including without limitation whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designee”)) to the extent permitted by applicable law. In fulfilling its responsibilities hereunder, the Committee or its Designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee and that any decision of the Committee or its Designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capriciousbinding.

Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company Imprimis Group designated by the Committee (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Committee or its Designee designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee designee and that any decision of the Committee or its Designee designee relating to this Agreement Agreement, including without limitation whether particular conduct constitutes Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company Imprimis Group designated by the Committee (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Committee or its Designee designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee designee and that any decision of the Committee or its Designee designee relating to this Agreement Agreement, including, without limitation, whether particular conduct constitutes Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “"Designee”)") . In fulfilling its responsibilities hereunder, the Committee or its Designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee and that any decision of the Committee or its Designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement agreement and with regard to any and all matters set forth in this Agreementagreement. The Committee may delegate its functions under this Agreement agreement to an officer of the Company designated by the Committee (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Committee or its Designee designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee designee and that any decision of the Committee or its Designee designee relating to this Agreement agreement shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designee”). In fulfilling its responsibilities hereunder, the Committee or its Designee may rely upon documents, written 4843-6634-5054.3 statements of the parties or such other material as the Committee or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee and that any decision of the Committee or its Designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “"Designee”"). In fulfilling its responsibilities hereunder, the Committee or its Designee may rely upon documents, written statements of the parties parties, or such other material as the Committee or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee and that any decision of the Committee or its Designee relating to this Agreement Agreement, including without limitation whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designee”). In fulfilling its responsibilities hereunder, the Committee or its Designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee and that any decision of the Committee or its Designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capriciousbinding.

Action by the Committee. The parties agree that the interpretation of this Agreement agreement shall rest exclusively and completely within the sole good faith province and discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement agreement and with regard to any and all matters set forth in this Agreementagreement. The Committee may delegate its functions under this Agreement agreement to an officer of the Company Cardinal Group designated by the Committee (hereinafter the “Designee”"designee"). In fulfilling its responsibilities hereunder, the Committee or its Designee designee may rely upon documents, written statements of the parties parties, or such other material as the Committee or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee designee and that any decision of the Committee or its Designee designee relating to this Agreement agreement, including without limitation whether particular conduct constitutes a violation of paragraph 7 or paragraph 11 of this agreement, shall be final and binding unless such decision is arbitrary and capricious.

Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designeedesignee”). In fulfilling its responsibilities hereunder, the Committee or its Designee designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee designee and that any decision of the Committee or its Designee designee relating to this Agreement Agreement, including, without limitation, whether particular conduct constitutes Triggering Conduct, shall be final and binding unless such decision is arbitrary and capricious.