Member Documents definition
Examples of Member Documents in a sentence
Each of the Members hereby expressly acknowledges and agrees that the Member Representative is authorized to act on behalf of such Members notwithstanding any dispute or disagreement among the Members, and that any person shall be entitled to rely on any and all action taken by the Member Representative under the Member Documents without liability to, or obligation to inquire of, any of the Members.
The appointment of the Member Representative shall be deemed coupled with an interest and shall be irrevocable, and any other person may conclusively and absolutely rely, without inquiry, upon any actions of the Member Representative as the acts of the Members in all matters referred to in the Member Documents.
Except as set forth in Schedule 3.4, there is no Legal Proceeding pending or, to the Knowledge of such Selling Member, threatened against such Selling Member or to which such Selling Member is otherwise a party relating to this Agreement, the Selling Member Documents or the transactions contemplated hereby or thereby.
This Agreement (including the schedules and exhibits hereto), the Selling Member Documents and the Purchaser Documents represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought.
The Members do hereby agree to jointly and severally indemnify and hold the Member Representative harmless from and against any and all liability, loss, cost, action, cause of action, damage, suits, debts, dues, sums of money, account reckonings, bills, covenants, contracts and agreements whatsoever in law or equity, or expense (including, without limitation, attorneys’ fees and costs) incurred or suffered as a result of the performance of such Member Representative’s duties under the Member Documents.
The Member Representative shall act for the Members on all of the matters set forth in the Members Documents in the manner the Member Representative believes to be in the best interest of the Members, but the Member Representative shall not be responsible to any Member for any loss or damage any Members may suffer by reason of the performance by the Member Representative of such Member Representative’s duties under the Member Documents.
Effective as of the Closing and pursuant to the terms of the Member Documents, during the Earn-Out Period the Members will be granted certain rights to operate the day-to-day management and operations of the Business, including but not limited to the sales, marketing and product development functions of the Business, and the services related thereto.
The execution, delivery or performance of the ABSOLUTE Member Documents will not (a) violate any provision of the certificate or articles of incorporation, bylaws, certificate of partnership, partnership agreement, declaration of trust or other organizational document of each ABSOLUTE Member (other than a natural person) or (b) violate any statute or law or any judgment, decree, order, regulation or rule of any court or other governmental body applicable to each ABSOLUTE Member.
The Company shall promptly notify the Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or "blue sky" laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.
No consents, approvals, orders, authorizations, notifications, notices, estoppel certificates, releases, registrations, ratifications, declarations, filings, waivers, exemptions or variances with, to or of any Governmental Authority or Person is required in connection with the execution, delivery and performance of the Member Documents by such Member or the consummation by such Member of the transactions contemplated hereby and thereby.