Buyer Representative. Castlerigg is hereby appointed as the "Buyer Representative" for the Buyers hereunder, and each Buyer hereby authorizes the Buyer Representative (and its officers, directors, employees and agents) to take any and all such actions on behalf of such Buyer with respect to the Escrow Funds in accordance with the terms of this Agreement and the Escrow Agreement. The Buyer Representative shall not have, by reason hereof or any of the other Transaction Documents, a fiduciary relationship in respect of the Buyers. Neither the Buyer Representative nor any of its officers, directors, employees and agents shall have any liability to the Buyers for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and the Buyers agrees to defend, protect, indemnify and hold harmless the Buyer Representative and all of its officers, directors, employees and agents (collectively, the "Buyer Representative Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Buyer Representative Indemnitee, as incurred, whether direct, indirect or consequential, arising from or in connection with the performance by such Buyer Representative Indemnitee of the duties and obligations of the Buyer Representative pursuant hereto. In the event that Castlerigg no longer holds any Notes, a majority of the holders of the Notes shall appoint a new Buyer Representative. At any time, upon two (2) Business Days advance notice to the Company, the Escrow Agent and the Buyers, the Buyer Representative may resign as Buyer Representative, and a majority of the holders of the Notes shall appoint a new Buyer Representative. After any Buyer Representative's resignation hereunder, the provisions of this Section 4(s) shall inure to its benefit. If a successor Buyer Representative shall not have been so appointed within said two (2) Business Day period, the retiring Buyer Representative shall then appoint a successor Buyer Representative who shall serve until such time, if any, as the holders of a majority of the Notes appoint a successor Buyer Representative as provided above.
Buyer Representative. Buyer shall be entitled to have its representatives and any independent third party witness present to witness each Test and shall be allowed unrestricted access to the area from where the Project is being controlled (e.g., Project control room), and unrestricted access to inspect the instrumentation necessary for Test data acquisition prior to commencement of any Test. Buyer shall be responsible for all costs, expenses and fees payable or reimbursable to the representative and the third party, if any.
Buyer Representative. (i) Each Buyer, by signing this Agreement, designates St. Maarten Buyer as the representative of the Buyers for purposes of the Escrow Agreement (the “Buyer Representative”). If at any time the Buyer Representative is not able to serve as the Buyer Representative, the Buyers shall promptly, and in any event prior to the time required for any action or response from the Buyer Representative, select a replacement Buyer Representative reasonably acceptable to the Sellers. The Buyers shall be bound by any and all actions taken by the Buyer Representative on their behalf in connection with the Escrow Agreement.
Buyer Representative. (a) By its execution of this Agreement, Xxxxx hereby appoints Xxxxx as his true and lawful agent and attorney-in-fact, to act in the name, place and stead of Xxxxx with respect to the performance on behalf of Buyers under the terms and provisions of this Agreement, as the same may be amended from time to time, and to do or refrain from doing all such further acts and things, and to execute all such documents, as Xxxxx shall deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or the Sale Documents, including, without limitation, the power (i) to take all action necessary to consummate the transactions contemplated hereby and pursuant to the Sale Documents, including the resolution of any disputes hereunder or thereunder and/or settlement of any indemnification claims, (ii) to give and receive all notices required to be given under this Agreement or the Sale Documents, and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of Buyers by the terms of this Agreement or the Sale Documents, in each case except as otherwise provided in the Servicing Agreement; provided, however, (i) Xxxxx shall retain the sole authority to sell, assign, convey, pledge or otherwise hypothecate any or all of Zalik’s rights in the Purchased Assets to any other parties pursuant to Section 8.7, and (ii) this Agreement and the Sale Documents may not be modified or amended without Zalik’s prior written consent. Xxxxx reserves the right to revoke the foregoing appointment at any time upon written notice to Seller and Xxxxx.
Buyer Representative. Each Buyer hereby acknowledges and agrees that it has irrevocably approved and appointed the designation of, and hereby irrevocably designates, NexPoint Advisors, L.P. as the Buyer Representative and NexPoint Advisors, L.P. is hereby appointed as of the date hereof as the true and lawful agent and attorney in fact of the Buyers as the Buyer Representative for and on behalf of the Buyers to give and receive notices and communications in connection with this Agreement and all related matters, to take all actions, and to take all other actions that the Buyer Representative deems necessary hereunder. In fulfilling its duties hereunder, the Buyer Representative shall act in good faith and in a manner that the Buyer Representative reasonably believes to be in the best interests of the Buyers, taken as a whole. Notices or communications to or from the Buyer Representative shall constitute notice to or from the Buyers. Each Buyer hereby agrees to receive correspondence from the Buyer Representative, including in electronic form. It is understood by all parties that NexPoint Advisors, L.P. is executing this Agreement solely in its capacity as the Buyer Representative. The Buyer Representative shall be entitled to act in its sole and absolute discretion and shall incur no liability whatsoever to the Buyers for any act done or omitted hereunder as the Buyer Representative, including errors in judgment, while acting in good faith or in reliance on the advice of counsel, accountants, or other advisors, consultants, or experts. * * * * *
Buyer Representative. The Buyer shall designate a single representative to act as liaison with Raytheon and to monitor the performance by Raytheon of its obligations under this Agreement (the "Buyer Representative"). The Buyer shall cause the Buyer Representative to be available at all times during normal business hours and, to the extent requested by the Buyer, Raytheon shall cause Heath Canada to provide office space to the Buyer Representative at its headquarters. Any consent or decision made by the Buyer Representative shall be binding on the Buyer.
Buyer Representative. Each Buyer acknowledges and agrees that Xxxxxxx Capital, L.P. shall not be liable for any act done or omitted under this Section 7 or Section 4(h) as a representative of the Buyers while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Buyer shall severally indemnify Xxxxxxx Capital, L.P. and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of Xxxxxxx Capital, L.P. and arising out of or in connection with the acceptance or administration of its duties under this Section 7 and Section 4(h).
Buyer Representative. Each of the Buyers and Buyer Parent hereby irrevocably appoints Buyer Parent as its attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such Party, to act on its behalf after the Closing Date with respect to matters (including all rights and obligations) which each such Party has the opportunity or obligation to act hereunder following the Closing Date.
Buyer Representative. Times Mirror and Seller hereby acknowledge and agree that from and after the date of this Agreement through the earlier of the Closing Date or the date of termination of this Agreement pursuant to Section 12.01, Buyer shall be entitled to maintain a representative of Buyer (the "Buyer Representative") at Seller's principal place of business for the purpose of ensuring Seller's compliance with Section 7.02; provided, however, that all information and documentation made available to or otherwise obtained by the Buyer Representative pursuant to the terms of this Section 9.07 shall be subject to the terms of the Confidentiality Agreement. Buyer acknowledges and agrees that the Buyer Representative shall be on-site only for the limited purpose set forth in this Section 9.07 and that the Buyer Representative shall not in any way exercise or purport to exercise any authority with respect to the management of Seller or CRC's Business.
Buyer Representative. A new Section 9.15 is hereby added to the Purchase Agreement following Section 9.14:
