Successor Representative Clause Samples
The Successor Representative clause designates an individual or entity to act on behalf of a party, typically after that party's death or incapacity. This representative is empowered to manage, administer, or enforce the rights and obligations under the agreement, such as handling claims, distributing assets, or making decisions related to the contract. The core function of this clause is to ensure continuity and clarity in the administration of contractual matters when the original party is no longer able to act, thereby preventing disputes or delays.
Successor Representative. (a) Either Representative may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Representative, subject to (i) consultation with the Borrower provided that no Default or Event of Default shall exist at such time, (ii) receipt of all necessary authorizations from the U.S. Department of State and the Department and (iii) such successor Representative agreeing to become bound to the Assurance Letter and the OEF Agreement in accordance with their terms. If no successor Representative shall have been so appointed, and shall have accepted such appointment within 30 days after the retiring Representative gives notice of resignation, then the retiring Representative may, on behalf of the Lenders, appoint a successor Representative, which, in the case of the Administrative Agent, shall be a commercial bank or an Affiliate thereof which has a combined capital and surplus of at least $500,000,000, subject to receipt of all necessary authorizations from the U.S. Department of State and the Department.
(b) Upon the acceptance of its appointment as a Representative hereunder by a successor, such successor Representative shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Representative, and the retiring Representative shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If within 45 days after written notice is given of the retiring Representative’s resignation under this Section 9.7 no successor Representative shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Representative’s resignation shall become effective, (ii) the retiring Representative shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Representative under the Loan Documents until such time as the Required Lenders appoint a successor Representative as provided above. After any retiring Representative’s resignation hereunder, the provisions of this Article shall continue in effect for the benefit of such retiring Representative and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as a Representative.
Successor Representative. Upon the disqualification or (upon not less than ten days’ prior written notice to Purchaser) resignation of the Seller Representative, a successor Seller Representative shall be promptly appointed (and in no event later than 15 days) by ▇▇▇▇▇▇▇ who, together, were entitled to a majority of the Estimated Net Purchase Price at the Closing who shall succeed the Seller Representative as the “Seller Representative” hereunder.
Successor Representative. In the event that the Shareholder Representative is unable or unwilling to serve as the proxy, a successor proxy may be appointed by the Shareholder Representative at his/her/its sole discretion, or if the Shareholder Representative is unable to make such appointment due to his death or incapacity to act, a successor proxy may be appointed by the Company at its sole discretion. A successor proxy shall be vested with all the rights, powers and authority as if originally named in this Agreement.
Successor Representative. Upon prior written notice to the Trustee and the Holders, the Company may resign from its role as representative of the Co-Issuers at any time, such resignation to be effective upon the appointment of a successor representative. The Trustee shall give prompt written notice of such resignation to the Holders.
Successor Representative. If ▇▇▇▇▇ ▇▇▇▇▇▇▇ resigns (by giving at least 60 days' written notice of such resignation to Parent and the Escrow Agent) or dies or becomes incapable of continuing to act as the Representative for any reason, a successor Representative shall be appointed by a writing signed by Stockholders holding in the aggregate a majority of the Stockholders' interest in the Escrow Fund, such appointment to become effective upon the delivery of executed counterparts of such writing to Parent and the Escrow Agent, together with an acknowledgment signed by the successor Representative named in such writing that he or she accepts the responsibility of successor Representative and agrees to perform and be bound by all provisions of this Agreement applicable to the Representative. Pending the election of a successor Representative, the Stockholder that owns the largest number of Escrow Shares immediately following the Effective Time (excluding the former Representative) shall act as the interim Representative. Failing such appointment, the Escrow Agent or any Stockholder may apply to a court of competent jurisdiction for the appointment of a successor Representative.
Successor Representative. If ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ resigns, dies or is otherwise unable to serve as the ESOP Stockholder’s Representative, the successor ESOP Stockholder’s Representative shall be designated in writing by the ESOP. Any change in the ESOP Stockholder’s Representative shall become effective only upon delivery of a written notice of such change to Parent.
Successor Representative. In the event that Sandpiper Ventures LLC, or any successor Stockholders' Representative appointed in accordance with this Section 12.4, shall cease to serve as Stockholders' Representative for any reason, then the holders of a majority of the shares of GeneScreen Stock as of the Effective Time shall appoint a successor Stockholders' Representative.
Successor Representative. In the event that the Representative is replaced pursuant to [Section 1.8(c)] of the Master Share Purchase Agreement, any such successor Representative shall be deemed to be the Representative for all purposes of this Escrow Agreement and shall have the same powers and authority conferred upon the original Representative.
Successor Representative. In the event that the Representative ------------------------ becomes unavailable or unwilling to continue in his capacity hereunder, the holders of a majority of the Escrow Stock shall designate a successor Representative by written notice to CalComp and the Escrow Agent.
Successor Representative. If the Stockholder Representative shall die, resign, become disabled, dissolve, liquidate, terminate or otherwise be unable to fulfill its responsibilities hereunder, the then-current trustee of the ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Separate Property Trust dated April 21, 1998, or, if none, Cameron, shall, within 10 days after such death, resignation, disability, inability, dissolution, liquidation or termination, appoint a successor to the Stockholder Representative and promptly thereafter notify Buyer of the identity of such successor. Any successor to the Stockholder Representative shall succeed the Stockholder Representative as Stockholder Representative hereunder, and all references to the Stockholder Representative in this Agreement shall be deemed to refer to such successor from and after the appointment thereof. If for any reason there is no Stockholder Representative at any time, all references herein to the Stockholder Representative shall be deemed to refer to the Stockholders, acting, for purposes of any necessary joint action, by a majority in interest based on the ownership of the Shares as set forth on the Capitalization Table. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall receive no compensation for his or her services. After the Closing, notices or communications to or from the Stockholder Representative shall constitute notice to or from each Stockholder.