Authority of Representative. The Representative shall have the power, on behalf of each Holder, to pursue such remedies as may be available by law and pursuant to this Revenue Sharing Agreement, for the purpose of maximizing the return to the Holders as a group, and to settle the claims of each Holder on such terms as the Representative may determine in its sole and unlimited discretion, subject to the other provisions of this Revenue Sharing Agreement. The Representative may pursue such remedies notwithstanding that the Representative does not have physical possession of the Notes and without naming the Holders as parties.
Authority of Representative. The Parties’ representatives shall have full authority to act for their respective Party in all matters relating to the performance of this Agreement. Notwithstanding the foregoing, a Party's representative shall not have the authority to amend, modify, or waive any provision of this Agreement unless they are duly authorized officers of their respective entities and such amendment, modification or waiver is made in accordance with Article 15.
Authority of Representative. In connection with this Agreement, the Representative will act for and on behalf of the several Underwriters, and any action taken under this Agreement by the Representative, will be binding on all the Underwriters.
Authority of Representative. You authorize us as your Representative to execute the Underwriting Agreement with the Company in the form attached with such insertions, deletions or other changes as we may approve (but not as to the number of, and price of, the Securities to be purchased by you except as provided herein and therein) and to take such action as in our discretion we may deem advisable in respect of all matters pertaining to the Underwriting Agreement, this Agreement, the transactions for the accounts of the several Underwriters contemplated thereby and hereby, and the purchase, carrying, sale and distribution of the Securities.
Authority of Representative. The parties' representatives designated in ARTICLE 8, SECTION 8.1 shall have full authority to act for their respective principals in all technical matters relating to the performance of this Agreement. They shall not, however, have the authority to amend, modify, or waive any provision of this Agreement unless they are authorized officers of their respective entities.
Authority of Representative. Any action by the Initial Purchasers hereunder may be taken by Deutsche Bank AG, London Branch on behalf of the Initial Purchasers, and any such action taken by Deutsche Bank AG, London Branch shall be binding upon the Initial Purchasers.
Authority of Representative. We authorize you, as Representative of the several Underwriters, (i) to act as our representative in all matters concerning the Underwriting Agreement, this Agreement, and the purchase, carrying, sale and distribution of the Securities thereunder, (ii) to exercise all authority vested in the Underwriters or the Representative by the Underwriting Agreement, including the determination of whether and to what extent to purchase the Securities pursuant to the Over-Allotment Option on behalf of the Underwriters, and (iii) to take such action as you may deem necessary or advisable in respect of all matters pertaining thereto, including the determination of the time of the public offering and the furnishing to the Company of the information to be included in the Prospectus with respect to the terms of the offering. We understand that you will advise us when the Securities are released for sale to the public. You will furnish to us as soon as possible copies of the Prospectus to be used in connection with the offering of the Securities. We authorize you on our behalf, in your discretion, to approve or object to any amendments or supplements to the Registration Statement or the Prospectus. We authorize you to reserve for sale and to sell for our account (a) to institutions and other retail purchasers and (b) to dealers selected by you ("Selected Dealers"), including Underwriters, such amounts of our Securities as you determine, and we authorize you to fix the concessions and reallowances in connection with any such sales to Selected Dealers. Such concessions and reallowances may be allowed only as consideration for services rendered in distribution to Selected Dealers who are actually engaged in the investment banking or securities business, and who are either (i) members in good standing of the National Association of Securities Dealers, Inc., ("NASD") and who agree in writing to comply with Section 24 of the NASD's Rules of Fair Practice (the "Rules") or (ii) foreign dealers who are not eligible for membership in the NASD and (a) who agree that (x) in making sales of Securities outside the United States they will comply with the NASD's Interpretation with Respect to Free-Riding and Withholding and (y) they will not offer or sell any Securities in the United States and (b) who agree in writing that in making sales of the Securities outside the United States they will comply with the provisions of Sections 8, 24 and 36 of Article III of such Rules and with Section ...
Authority of Representative. (See Note 5 - what a Representative may and may not do) Pursuant to section 9 (1) (a) of the Representation Agreement Act, I authorize my Representative to do anything that the Representative considers necessary in relation to my personal care and health care.
Authority of Representative. We hereby authorize you, acting on our behalf, as our representative (a) to complete, execute, and deliver the Underwriting Agreement, to determine the public offering price of the Designated Preferred Securities and the underwriting discount with respect thereto and to make such variations, if any, as in your judgment are appropriate and are not material, provided that the respective amount of Designated Preferred Securities set forth opposite our name in Schedule thereto shall not be increased without our consent, except as provided herein, (b) to waive performance or satisfaction by the Offerors of obligations or conditions included in the Underwriting Agreement if in your judgment such waiver will not have a material adverse effect upon the interests of the Underwriters, and (c) to take such actions as in your discretion may be necessary or advisable to carry out the Underwriting Agreement, this Agreement, and the transactions for the accounts of the several Underwriters contemplated thereby and hereby. We also authorize you to determine all matters relating to the public advertisement of the Designated Preferred Securities.
Authority of Representative. (a) Each Member hereunder irrevocably appoints the Representative to represent it and act as its attorney-in-fact and agent with respect to any and all matters relating to, arising out of, or in connection with , the Transaction Documents, including (i) for purposes of any action taken or omitted on behalf of such Member thereunder and (ii) any adjustment, disposition, settlement or other handling of any amounts or claims under Sections 1.4 and 1.5 and all rights or obligations arising under Article VIII. Except to the extent otherwise explicitly set forth herein or in any other Transaction Documents, all actions, omissions, notices, communications and determinations by or on behalf of a Member shall be given or made by the Representative and all such actions, omissions, notices, communications and determinations by the Representative pursuant or with respect to any provision of a Transaction Document shall conclusively be deemed to have been authorized by, and shall be binding upon and made on behalf of such Member. Purchaser shall be entitled to rely on any action or decision of the Representative as the act, omission, notice, communication or determination of each Member. The Members hereby agree to jointly and severally indemnify and hold harmless the Representative from and against (i) any Losses incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance, performance or nonperformance of his duties hereunder and (ii) any related out-of-pocket costs and expenses (including reasonable attorneys’ fees). If the person serving as the Representative dies or becomes legally disabled, Xxxxxxx Xxxxxx or, if he is unable or unwilling to serve, an individual selected by a majority-in-interest of the rights to allocation of consideration pursuant to Schedule I will be elected as the successor Representative. The Representative shall have sole responsibility for allocating the Purchase Price among the Members and the participants in the Phantom Equity Plan and neither Parent, Purchaser nor any of their Affiliates (including, following the Closing, the Companies) shall have any obligation or liability therefor whatsoever.
