Transaction Representative Clause Samples

Transaction Representative. (a) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D. has been designated, by vote of Shareholders who held a majority of the outstanding Common Stock on the date of this Agreement, as the Shareholders’ and the SEU Holders’ exclusive representative (such person, or any successor so appointed by the Shareholders and the SEU Holders, is referred to herein as the “Transaction Representative”) from and after the Closing Date with respect to the matters set forth in this Agreement, including full power and authority on the Shareholders’ and the SEU Holders’ behalf (i) to take all actions which the Transaction Representative considers necessary or desirable in connection with the defense, pursuit or settlement of any determinations relating to any claims for indemnification hereunder, including determinations to ▇▇▇, defend, negotiate, settle and compromise any such claims for indemnification made by or against, and other disputes with, Buyer pursuant to this Agreement or any of the agreements or transactions contemplated hereby, (ii) to engage and employ agents and to incur such other expenses as the Transaction Representative shall deem necessary or prudent in connection with the administration of the foregoing, (iii) to accept and receive notices to the Shareholders and the SEU Holders pursuant to this Agreement, and (iv) to take all other actions and exercise all other rights which the Transaction Representative considers necessary or appropriate in connection with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Transaction Representative shall have no duties or responsibilities except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Shareholder or SEU Holder shall otherwise exist against the Transaction Representative. (b) Buyer shall be entitled to rely on any and all actions taken by the Transaction Representative without any liability to, or obligation to inquire of, any Shareholder or SEU Holder even if Buyer shall be aware of any actual or potential dispute or disagreement among the Shareholders and/or SEU Holders. Buyer is expressly authorized to rely on the genuineness of the signature of the Transaction Representative and, upon receipt of any writing which reasonably appears to have been signed by the Transaction Representative, Buyer may act upon the same without any further duty of inquiry as to the genuineness of the writing. (c) The Transacti...