Appointment of Vendors’ Representative Sample Clauses

Appointment of Vendors’ Representative. The Vendor hereby appoints The VenGrowth Advanced Life Sciences Fund Inc. to act as its representative (the "VENDORS' REPRESENTATIVE") to carry out such duties and responsibilities and to exercise such rights and powers on its behalf as are provided in this Agreement and in related documents in accordance with an agreement (the "VENDORS' REPRESENTATIVE AGREEMENT") to be entered into among the Vendors' Representative, the Vendor, and certain other Persons to become shareholders or optionholders of the Purchaser. In the event of any disagreement between the Vendor and/or the Vendors' Representative resulting in adverse claims or demands with respect to the amounts delivered under this Agreement to the Vendors' Representative on behalf of the Vendor, the Vendors' Representative shall be entitled, at its option, to refuse to comply with any claims or demands on it with respect thereto so long as such disagreement shall continue, and in so refusing, the Vendors' Representative may elect to make no delivery of such amounts. In doing so, the Vendors' Representative shall not be or become liable in any way to the Vendor, Vernalis or the Purchaser for its failure or refusal to comply with such claims or demands. The Vendors' Representative may resign from such position at any time by written notice to the parties to the Vendors' Representative Agreement, the Purchaser and Vernalis provided that the Vendors' Representative shall have appointed a successor to the Vendors' Representative satisfactory to the Purchaser, acting reasonably, which appointment will be binding on the parties to the Vendors' Representative Agreement, and provided that such successor shall have consented to act in such capacity.
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Appointment of Vendors’ Representative. Shareholder Representative Services LLC shall be appointed to act as the Vendors’ Representative on behalf of the Vendors, including the Earn-Out Recipients and the Significant Selling Securityholders in accordance with Section 9.13 of the Arrangement Agreement.
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Appointment of Vendors’ Representative. (5) Each Vendor hereby irrevocably appoints Birch Hill Equity Partners Management Inc., or any successor thereto, as its representative, agent, proxy and attorney in fact (the “Vendors’ Representative”) for such Vendor and in such Vendor’s name, place and stead for all purposes of this Agreement. As the representative of Vendors, Vendors’ Representative shall act as the agent for all Vendors and shall have authority to bind each Vendor in accordance with this Agreement.
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Appointment of Vendors’ Representative. (1) Each Vendor hereby irrevocably appoints Xxxx Xxxxxxx and Xxxxx Xxxxxxxx (or his nominee), or any successors thereto, as its representative, agent, proxy and attorney in fact (collectively, the "Vendors' Representative") for such Vendor and in such Vendor's name, place and stead for all purposes of this Agreement.
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Appointment of Vendors’ Representative. (1) In order to administer efficiently the determination of certain matters under this Agreement, each Vendor grants to [redacted name], or any successor thereto appointed by Vendors representing a majority of the Purchased Shares on the Closing Date with the prior written consent of Purchaser, its respective irrevocable mandate to act as each such Vendors’ Representative with respect to all matters under this Agreement (the “Vendors’ Representative”).
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Appointment of Vendors’ Representative. Each Vendor hereby irrevocably constitutes and appoints Xxxxxxx as its representative (the “Vendors’ Representative”) and as such Vendor’s attorney-in-fact and mandatary in connection with the execution and performance of this Agreement. This power is irrevocable and shall not be affected by the death, incapacity, illness, dissolution or other incapacity to act of any Vendor.
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Appointment of Vendors’ Representative. Each of the Vendors hereby irrevocably appoints and designates Xxxxx Xxxxxxx (“Vendors’ Representative”) as the agent, proxy and attorney in fact for and on behalf of Vendors and in Vendors’ name, place and stead to give and receive notices and communications, to agree, to negotiate, enter into settlements and compromises of claims, 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 Vendors’ Representative for the accomplishment of the foregoing. The execution and delivery of this Agreement by Vendors shall constitute approval of the appointment of the Vendors’ Representative and all actions or inactions of the Vendors’ Representative pursuant to this Agreement or any Transaction Document and any action taken by the Vendors’ Representative pursuant to this Section 2.7 within the mandate described herein shall have the effect of binding each of the Vendors. No bond shall be required of Vendors’ Representative, and Vendors’ Representative shall receive no compensation for its services.
Sample 1
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Related to Appointment of Vendors’ Representative

  • Appointment of Sellers’ Representative (a) By delivery of a duly executed Letter of Transmittal, each of the Sellers irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability company, as its true and lawful attorney-in-fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as such Seller's agent (with full power of substitution), to take such action on such Seller's behalf with respect to all matters relating to this Agreement and the Transactions, including without limitation, to negotiate, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents to effect any of the Transactions and to take all actions necessary or appropriate in connection with the foregoing. All decisions and actions by the Sellers' Representative, including any agreement between the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative shall incur no liability to the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellers. Sellers' Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Sellers' Representative.

  • 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:

  • 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.

  • Sellers’ Representative (a) Each of the Sellers hereby appoints Xxxx Xxxxx as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative.

  • Appointment of Special Servicer The Controlling Note Holder (or its Controlling Note Holder Representative) shall have the right (subject to the terms, conditions and limitations in the Lead Securitization Servicing Agreement) at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer with the Required Special Servicer Rating. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special Servicer shall be made by delivering to each other Note Holder, the Master Servicer, the Special Servicer and each other party to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement and delivering a Rating Agency Communication to each Rating Agency (or obtaining a Rating Agency Confirmation from each Rating Agency, but only if required by the terms of the Lead Securitization Servicing Agreement). The Controlling Note Holder shall be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling Note Holder shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its appointment of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial Special Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of the Special Servicer has occurred that affects any Non-Controlling Note Holder, such Non-Controlling Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges and agrees that any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at a Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated without the prior written consent of such Non-Controlling Note Holder. Each Non-Controlling Note Holder shall be solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the Lead Securitization’s “collection account”.

  • Owner’s Representative Owner designates the individual listed below as its Owner’s Representative to provide direct interface with Construction Manager with respect to Owner’s responsibilities: Xxxxx Xxxxxx, Owner’s Project Manager.

  • 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.

  • Appointment of Sub-Advisor In accordance with and subject to the Management Agreement, the Manager hereby appoints the Sub-Advisor to perform the services described in Section 2 below for investment and reinvestment of the securities and other assets of the Series, subject to the control and direction of the Manager and the Fund's Board of Directors, for the period and on the terms hereinafter set forth. The Sub-Advisor accepts such appointment and agrees to furnish the services hereinafter set forth for the compensation herein provided. The Sub-Advisor shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized, have no authority to act for or represent the Fund or the Manager in any way or otherwise be deemed an agent of the Fund or the Manager.

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