The Representative. The Representative represents and warrants to the Depositor and HCA that it is duly authorized to enter into this Agreement. The Representative shall act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters. In all dealings hereunder, the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representative.
The Representative. (a) The Company, on behalf of each Indemnitor, hereby authorizes, directs and appoints Xx. Xxxx-Xxxx S. Day, Ph.D., to act as sole and exclusive agent, attorney-in-fact and representative of the Indemnitors for purposes of this Agreement, the Aries Merger Agreement and the Escrow Agreement (the "Representative"), and authorizes and directs the Representative to (i) take any and all actions (including without limitation executing and delivering any documents, incurring any costs and expenses for the account of the Indemnitors (which will constitute Damages incurred or suffered by the Parent within the meaning of Section 8.1(a) hereof) and making any and all determinations) which may be required or permitted by this Agreement, the Aries Merger Agreement or the Escrow Agreement to be taken by the Indemnitors or the Representative, (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Representative hereunder and under the Aries Merger Agreement and the Escrow Agreement in connection with the transactions contemplated hereby and thereby and (iii) exercise such rights, power and authority as are incidental to the foregoing. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Representative consistent therewith, shall be absolutely and irrevocably binding on each Indemnitor as if such Indemnitor personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Indemnitor's individual capacity. Notwithstanding any other provision of this Agreement, if the Closing occurs, then with respect to the matters covered by Article 8, (x) each of the Indemnitors irrevocably relinquishes such Indemnitor's right to act independently and other than through the Representative, except with respect to the removal of the Representative or appointment of a successor Representative as provided in Section 8.5(b) below, and (y) no Indemnitor shall have any right under this Agreement or otherwise to institute any suit, action or proceeding against the Company, the Parent or the Escrow Agent with respect to any such matter, any such right being irrevocably and exclusively delegated to the Representative. The Representative hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as the Representative in accordance with this Agreement, the Aries Merger Agreement and the Escrow Agreement.
The Representative. The parties hereto acknowledge and agree that the Representative may perform certain administrative functions in connection with the consummation of the Contemplated Transactions. Accordingly, the parties hereto acknowledge and agree that the Representative (in its capacity as Representative) shall have no liability to, and shall not be liable for any Losses of, any Member Indemnitee or Parent Indemnitee in connection with any obligations of the Representative under this Agreement or the Escrow Agreement or otherwise in respect of this Agreement or the Contemplated Transactions.
The Representative. (a) By virtue of the adoption of this Agreement, the Escrow Agreement and approval of the Merger and the transactions contemplated hereby by the Company Stockholders, each Company Stockholder (regardless of whether or not such Company Stockholder votes in favor of the adoption of the Agreement, the Escrow Agreement and the approval of the Merger and the transactions contemplated hereby, whether at a meeting or by written consent in lieu thereof) shall be deemed to have appointed, effective from and after the approval of the Merger, Representative to act as his, her or its representative and true and lawful attorney-in-fact, with full power of substitution, in such holder’s name and on such holder’s behalf, under this Agreement and the Escrow Agreement in the absolute discretion of the Representative in accordance with the terms of this Section 1.18. This power of attorney and all authority hereby conferred is irrevocable and shall not be terminated by any act of any such holder, by operation of law or by any other event, except as expressly set forth herein. The Representative may resign and shall be discharged of his duties hereunder upon the appointment of a successor Representative as hereinafter provided. In case of such resignation, or in the event of death or inability to act of the Representative, a successor shall be named from among the holders of Company Common Stock or their designated representatives upon the affirmative vote of the holders of a majority of the Company Common Stock outstanding as of the Closing. Any person or entity appointed to replace a former Representative shall execute a statement agreeing to perform the duties set forth in this Agreement. The appointment of a replacement Representative shall become effective upon delivery of such statement to Parent and the Surviving Corporation. Each successor Representative shall have all the power, authority, rights and privileges hereby conferred upon the original Representative, and the term “Representative” as used herein shall be deemed to include such successor Representative.
The Representative. For the avoidance of doubt, this Agreement shall be deemed to bind any and all successive Chief Executive Officers of the Company, and such Chief Executive Officers of the Company shall possess the powers provided for herein, irrespective of whether any such Chief Executive Officer of the Company executes a joinder to this Agreement. The Company shall indemnify and hold harmless the Amadeus Entities, their Affiliates and their respective officers, directors, employees, agents and assigns from and against any and all losses, liabilities, damages, claims, fees, penalties, taxes, interest, costs and expenses, including reasonable costs of investigation and defense and reasonable fees and expenses of counsel, experts and other professionals to the extent arising from the Representatives voting, or threatening to vote, the Amadeus Shares in breach of the terms and conditions of this Agreement.
The Representative. The Representative will act for the several Underwriters in connection with the transactions described in this Agreement, and any action taken by the Representative under this Agreement will be binding upon all the Underwriters.
The Representative. By their execution and delivery of this Agreement, the parties hereto hereby agree as follows:
The Representative. (a) Each Seller Party hereby irrevocably appoints the Representative as the sole and exclusive representative of such Seller Party regarding any matter relating to or arising under this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby.
The Representative. (a) Each Seller other than THC hereby irrevocably appoints THC as the sole and exclusive representative of such Seller regarding any matter relating to or arising under this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby.
The Representative. 19.1 The Landlord shall make available a portakabin or similar accommodation (the “Portakabin”) on the site of the development for use by the Representative and the reasonable cost of which shall be borne by the Tenant and any invoice in this respect shall be paid within 14 days of written demand
