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 Donald K. Mitchell to act as sole and exclusive agent, attorney-in-faxx xxx xxxxxxxxxxxive of the Indemnitors for purposes of this Agreement and the Escrow Agreement (the "Representative"), and authorizes and directs the Representative to (i) take any and all actions (including executing and delivering any documents and making any and all determinations) which may be required or permitted by this 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 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. By virtue of the approval and adoption of this Agreement by the requisite vote of the stockholders of the Company, each holder of Company Common Stock and each holder of an Option (other than such holders, if any, holding Dissenter's Shares) shall be deemed to have agreed to appoint Donald K. Mitchell as the Representative for and on behalf of Indemnixxxx. Xxx xxxx xxxions taken, exercises of rights, power or authority, and any decision or determination made by the Representative consistent with this Section 6.5 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 VI (y) 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 7.5(b) below, and (z) 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 ...
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) 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. 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. 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. By their execution and delivery of this Agreement, the Company, Parent, the First Merger Subsidiary, the Second Merger Subsidiary and the Representative hereby agree as follows:
The Representative. Upon any claim for indemnification pursuant to Section 8.2, the Representative shall serve as the designated representative of the Stockholders for purposes of receiving notices, contesting claims, and authorizing payments for such claims. If the Stockholders become obligated (whether through mutual agreement between Parent and the Representative, as a result of a final non-appealable judicial determination or otherwise finally determined in accordance with the terms hereof or the terms of the Escrow Agreement) to provide an adjustment, indemnification or another payment pursuant to or in accordance with the terms of this Agreement, Parent and the Representative shall, if necessary for the release of funds from the Escrow Account, promptly execute joint written instructions to the Escrow Agent to disburse the appropriate amount from the Escrow Account in accordance with the terms of this Agreement and the Escrow Agreement.
