Appointment of Executives Representative Sample Clauses

Appointment of Executives Representative. (a) Notwithstanding the foregoing provisions of Article 10, claims alleging fraud of Target may be made against the Founders and Xxxxxxx X. Xxxxx (collectively, "Executives") on or prior to the third anniversary of the Closing Date. The aggregate indemnification obligations of each Executive under Section 10.2 (in his or her capacity as a Target Stockholder) and this Section 10.8 in respect of such fraud and any other claim for Damages shall be limited to the total Merger Consideration received by such Executive (the "EXECUTIVES AMOUNT"). In the case of any fraud by Target for which the Executives are obligated to indemnity Acquiror or the Surviving Corporation pursuant to this Section 10.8, each Executive shall be severally liable for his or her pro rata share (based on the total Merger Consideration received by such Executive in relation to the total Merger Consideration received by all Executives) of the Damages resulting from such fraud, subject to the limitation on aggregate liability in the preceding sentence. The threshold under Section 10.2(c) shall also apply to claims under this Section 10.8 so that the Executives shall not be liable for any Damages under this Section 10.8 unless aggregate Damages incurred by Acquiror or the Surviving Corporation which are subject to indemnification under this Article 10 exceed $500,000. By executing this Agreement, the Executives hereby appoint G. Xxxxxxx Xxxxxxx XX as their representative, attorney-in-fact and agent for the Executives, with full power of substitution (the "EXECUTIVES REPRESENTATIVE"), with all of the authority granted to the Target Representative under Sections 10.4 and 10.5 above for all matters arising out of obligations under this Section 10.8 with respect to claims made after the first anniversary of the Closing Date and prior to the third anniversary date of the Closing Date (the "EXTENDED PERIOD").
Sample 1
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Related to Appointment of Executives Representative

  • Executive’s Representation Executive hereby warrants and represents to the Company that Executive has carefully reviewed this Agreement and has consulted with such advisors as Executive considers appropriate in connection with this Agreement, and is not subject to any covenants, agreements or restrictions, including without limitation any covenants, agreements or restrictions arising out of Executive’s prior employment which would be breached or violated by Executive’s execution of this Agreement or by Executive’s performance of his duties hereunder.

  • Appointment of Representatives 6.01 The Employer acknowledges the right of the Union to appoint employees as Representatives of the Union.

  • Appointment of Representative (a) Selection Upon the occurrence of an Event of Default, a single representative shall be appointed to represent all of the Holders (the “Representative”). The Representative (i) may, but need not, be a Holder; (ii) shall not be affiliated with or related to the Company; and (iii) shall be selected by the Holders as follows:

  • Executive’s Representations Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

  • Resignation of Representative A Representative may resign at any time by giving notice to the Company and all of the Holders of the Notes at least thirty (30) days before such resignation is to become eRective. Upon the resignation of a Representative, a replacement shall be selected by the affirmative vote of Holders holding a majority of the Notes, measured by outstanding principal amount. If such Holders have not selected a replacement Representative within sixty (60) days following the eRective date of the resignation, then Portal may, at any time, by giving notice to the Company and all of the Holders, designate a replacement Representative who shall not be related to or affiliated with Portal or the Company.

  • Termination of Representative The services of a Representative may be terminated at any time by the affirmative vote of Holders holding a majority of the Notes, measured by the outstanding principal amount with respect to each such Note, but only if they simultaneously appoint a replacement Representative.

  • Appointment of Manager Owner hereby engages and retains Manager as the manager and as tenant coordinating agent of the Properties, and Manager hereby accepts such appointment on the terms and conditions hereinafter set forth; it being understood that this Management Agreement shall cause Manager to be, at law, Owner’s agent upon the terms contained herein.

  • Nurse Representatives The Employer agrees to recognize two (2) Nurse Representatives for the purpose of dealing with grievances and conducting Union interviews.

  • APPOINTMENT OF THE SUB-ADVISER The Adviser hereby appoints the Sub-Adviser to act as an investment adviser for each Portfolio, subject to the supervision and oversight of the Adviser and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Adviser in any way or otherwise be deemed an agent of the Trust or the Adviser except as expressly authorized in this Agreement or another writing by the Trust, the Adviser and the Sub-Adviser.

  • Appointment of Investment Manager On the terms and subject to the conditions set forth herein, the Company hereby appoints the Investment Manager as investment manager of the Account with discretionary authority to manage the investment and reinvestment of the funds and assets of the Account in accordance with the terms hereof, and the Investment Manager accepts such appointment. In the course of providing the services contemplated by this Agreement, the Investment Manager shall act as a fiduciary and shall discharge its fiduciary duties and exercise each of its powers under this Agreement with the care, skill and diligence that a registered investment adviser, acting in a like capacity and familiar with insurance company matters, would use in the conduct of a like enterprise with like aims, taking into consideration the facts and circumstances then prevailing, and such fiduciary duties shall specifically include a duty (a) to act with good faith; (b) of loyalty to Company; (c) to provide full and fair disclosure of all material facts; (d) to employ reasonable care to avoid misleading Company; and (e) to act in a manner consistent with the Investment Guidelines for the Account as agreed to between Investment Manager and Company.

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