Appoint Sample Clauses

Appoint. The Indemnifying Shareholders, for themselves and their personal representatives and other successors, hereby constitute and appoint Xxxxx X. Xxxxxxxxxxxx, as their agent (the "Shareholders' Representative"), with full power and authority, except as otherwise expressly provided in this Agreement, in the name of and for and on behalf of the Indemnifying Shareholders, to take all action required or permitted under this Agreement (including, without limitation, the giving and receiving of all accounting, reports, notices, waivers and consents). In the event of the death, physical or mental incapacity or resignation of Xxxxx X. Xxxxxxxxxxxx or any successor Shareholders' Representative, the Indemnifying Shareholders shall promptly appoint a substitute or substitutes and shall advise Parent and Acquisition Sub thereof. The authority conferred under this Section 7.10 is an agency coupled with an interest and all authority conferred hereby is irrevocable and not subject to termination by the Indemnifying Shareholders or by operation of law, whether by the death or incapacity of any Indemnifying Shareholder, the termination of any trust or estate or the occurrence of any other event. If any Indemnifying Shareholder should die or become incapacitated, if any trust or estate should terminate or if any other such event should occur, any action taken by the Shareholders' Representative pursuant to this Section 7.10 shall be as valid as if such death or incapacity, termination or other event had not occurred, regardless of whether or not the Shareholders' Representative, Parent or Acquisition Sub shall have received notice of such death, incapacity, termination or other event.
Sample 1Sample 2
AutoNDA by SimpleDocs
Appoint a System Manager for the System and supply Motorola with the name, address and telephone number of the System Manager. The System Manager is responsible for coordination with Motorola personnel and will, at the option of the Clearwire System Manager, make available a Clearwire Representative during Motorola performance of Support Services.
Sample 1Sample 2
Appoint. 2.1 Appoint the arbitrators in writing, signed by both parties and provide the arbitrators with a copy of the Protocol.
Sample 1
Appoint. The Stockholders, for themselves and ------- their personal representatives and other successors, hereby constitute and appoint, as their agent Xxxxxx X. Xxxxxxx (the "Stockholders' ------------ Representative"). The Stockholders' Representative shall have the full -------------- power and authority, except as otherwise expressly provided in this Agreement, in the name of and for and on behalf of the Stockholders, to take all action required or permitted under this Agreement (including, without limitation, the giving and receiving of all accountings, reports, notices, waivers and consents of the aforementioned and the execution of the aforementioned and such other documents required to be executed by the Stockholders in connection with this Agreement).
Sample 1
Appoint. The Administrator shall administer this Agreement according to its express terms and shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations, of this Agreement as may arise in connection with the Agreement to the extent the exercise of such discretion and authority does not conflict with Section 409A of the Code and regulations thereunder. The Administrator shall be the “Plan Administrator” and “Named Fiduciary,” but only to the extent required by ERISA for “top-hat” plans.
Sample 1
Appoint. The Shareholders, for themselves and their personal representatives and other successors, hereby irrevocably constitute and appoint KECC, as their agent and true and lawful attorney-in-fact (the "Shareholders' Representative"), with full power and authority, except as otherwise expressly provided in this Agreement, in the name of and for and on behalf of the Shareholders, to take all action required or permitted under this Agreement (including, without limitation, (i) to give and receive (or refrain from giving or receiving) all accountings, reports, notices, waivers and consents, (ii) to determine the Final Net Working Capital in accordance with Section 2.4 and reach agreement with Buyer with respect to Final Net Working Capital as contemplated by Section 2.4, (iii) to terminate this Agreement as provided in Article X, (iv) to amend this Agreement to extend the termination dates provided in Article X, (v) to receive notices of any claims relating to the indemnification in Article VIII, (vi) to elect and, if elected, to assume control of the defense of any such claims (including the employment of counsel) and to reach an agreement with respect to or settle any proceeding relating to such claims, (vii) to authorize the Escrow Agent to pay any amounts from the amounts held by the Escrow Agent (either to the Shareholders' Representative, to be distributed to the Shareholders as provided in this Agreement, or to the Buyer in payment or settlement of claims), and (viii) to take any and all actions on behalf of the Shareholders from time to time as the Shareholders' Representative may deem necessary or desirable to fulfill the interests and purposes of this Section 6.10) and to act for such person and in such person's name, place and stead as fully to all intents and purposes as such person could do in person. In the event of the resignation of KECC or any successor Shareholders' Representative, the Shareholders shall promptly appoint a substitute or substitutes and shall advise the Buyer thereof. Each of the Shareholders further acknowledges and agrees that upon execution of this Agreement, any delivery by the Shareholders' Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Shareholders' Representative pursuant to this Section 6.10, such person shall be bound by such documents as fully as if such person had executed and delivered such documents. The authority conferred under this Section 6.10 is an agency...
Sample 1
Appoint. The Trust may also have such agents, if any, as the Trustees from time to time may in their discretion appoint. Any officer may be but none need be a Trustee or shareholder. Any two or more offices may be held by the same person.
Sample 1
AutoNDA by SimpleDocs
Appoint a Grant Administrator who shall oversee the grant and Grantee’s implementation of the Project and work with the Grantee on issues related to the grant and the Project; and
Sample 1
Appoint. [Institution name] in the person of the pro tempore legal representant pro tempore, in relationship with all the process of the personal data that are mandatory by the Agreement according to the art. 28 GDPR is appointed by the LOMBARDY REGION as the Processor for the data process and the data sets referred to the Appendix 3.1. of the current act. [Institution name ] will process the personal data, owned by LOMBARDY REGION, referred to the Agreement between LOMBARDY REGION –Welfare General Director and [Institution name ], based on what it’s established in it. DURATION The current document produces its effects starting from the day of the subscription and it will be valid until the end of the agreement;
Sample 1

Related to Appoint

  • Appointment of Investment Manager On the terms and subject to the conditions set forth herein, the Company hereby appoints the Investment Manager as investment manager of the Account with discretionary authority to manage the investment and reinvestment of the funds and assets of the Account in accordance with the terms hereof, and the Investment Manager accepts such appointment. In the course of providing the services contemplated by this Agreement, the Investment Manager shall act as a fiduciary and shall discharge its fiduciary duties and exercise each of its powers under this Agreement with the care, skill and diligence that a registered investment adviser, acting in a like capacity and familiar with insurance company matters, would use in the conduct of a like enterprise with like aims, taking into consideration the facts and circumstances then prevailing, and such fiduciary duties shall specifically include a duty (a) to act with good faith; (b) of loyalty to Company; (c) to provide full and fair disclosure of all material facts; (d) to employ reasonable care to avoid misleading Company; and (e) to act in a manner consistent with the Investment Guidelines for the Account as agreed to between Investment Manager and Company.

  • Appointment of the Manager The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended and supplemented from time to time, By-Laws (if any) and Registration Statement filed with the Securities and Exchange Commission (the "Commission") under the 1940 Act and the Securities Act of 1933 (the "Securities Act"), including any representations made in the prospectus and statement of additional information relating to the Funds contained therein and as may be amended or supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Trust's Board of Trustees (the "Board"). The Board is authorized to issue any unissued shares in any number of additional classes or series. The investment authority granted to the Manager shall include the authority to exercise whatever powers the Trust may possess with respect to any of its assets held by the Funds, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer, and participate in class actions and other legal proceedings on behalf of the Funds. The Trust hereby appoints the Manager, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets in the Funds and, without limiting the generality of the foregoing, to provide the other services specified in Section 2 hereof. The Trust hereby appoints the Manger to provide the Fundlevel duties and services as set forth in Section 2(b) hereof, for the compensation and on the terms herein provided, and the Manager hereby accepts such appointment. Each new investment portfolio established in the future by the Trust shall automatically become a "Fund" for all purposes hereunder as if it were listed on Schedule A, absent written notification to the contrary by either the Trust or the Manager.

  • Appointment of mediator Within 10 Working Days of receipt of the notice referring the Dispute to mediation, the parties must attempt to agree on the identity of the mediator and, if they cannot agree within that timeframe, the mediator will be appointed by the President (or their nominee) of the New Zealand chapter of the Resolution Institute.

  • Appointment of Directors The Directors shall be appointed as follows:

  • APPOINTMENT OF THE SUB-ADVISER The Adviser hereby appoints the Sub-Adviser to act as an investment adviser for each Portfolio, subject to the supervision and oversight of the Adviser and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Adviser in any way or otherwise be deemed an agent of the Trust or the Adviser except as expressly authorized in this Agreement or another writing by the Trust, the Adviser and the Sub-Adviser.

  • Appointment of Managers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

  • Appointment of Representative (a) Selection Upon the occurrence of an Event of Default, a single representative shall be appointed to represent all of the Holders (the “Representative”). The Representative (i) may, but need not, be a Holder; (ii) shall not be affiliated with or related to the Company; and (iii) shall be selected by the Holders as follows:

  • Appointment of Representatives 6.01 The Employer acknowledges the right of the Union to appoint employees as Representatives of the Union.

  • Appointment Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

  • Appointment of Director The Company, subject to the requisite prior-approval of the Board of Directors, hereby:

Time is Money Join Law Insider Premium to draft better contracts faster.