Representative. The employee, supervisor, or School Board may be represented during any step of the procedure by any person or agent designated by such party to act in his/her behalf.
Representative. The employee, administration or District may be represented during any step of the procedure by any person or agent designated by such party to act in his/her behalf.
Representative. The teacher, administrator or School Board may be represented during any step of the procedure by any person or agent designated by such party to act in his/her behalf. The teacher has the right to be present at all steps of the procedure that he/she elects to pursue.
Representative. An inspection of the Company’s books and records may be conducted by an authorized representative of a Member, provided such authorized representative is an attorney or a licensed certified public accountant and is reasonably satisfactory to the Manager.
Representative. The aggrieved, administrator, or school board may be represented during any step of the procedure by any person or agent designated by such party to act in their behalf.
Representative. Each Guarantor hereby designates Borrower Representative and its representatives and agents on its behalf for the purpose of giving and receiving all notices and other consents hereunder or under any other Financing Document and taking all other actions on behalf of such Guarantor under the Financing Documents. Borrower Representative hereby accepts such appointment.
Representative. (a) In order to efficiently administer the obligations specified in this Agreement and efficiently represent the interests of the Company Securityholders with respect to all matters arising under this Agreement or the Escrow Agreement, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), that all actions taken by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if e...
Representative. Each Seller hereby authorizes, directs and appoints Restaurant Holdings to act as its sole and exclusive agent, attorney-in-fact and representative (the “Representative”) and authorizes and directs the Representative to (a) take any and all actions (including, without limitation, executing and delivering any documents (including any amendment or modification to this Agreement), incurring any costs and expenses on behalf of such Seller and making any and all determinations) which may be required or permitted by this Agreement to be taken by such Seller; (b) make decisions on behalf of such Seller with respect to the transactions and other matters contemplated by this Agreement or the other Transaction Documents, including regarding adjustments to the Estimated Aggregate Purchase Price and the management, negotiation, settlement and compromise of indemnification claims or demand litigation or arbitration with respect to any third-party suits or claims by the Purchaser for indemnification; (c) exercise such other rights, power and authority, as are authorized, delegated and granted to the Representative pursuant to this Agreement; and (d) exercise such rights, power and authority as are incidental to the foregoing. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Representative consistent therewith, shall be absolutely and irrevocably binding on each such Seller as if such Seller personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Seller’s capacity. Each Seller agrees that the Representative shall not be liable for any actions taken or omitted to be taken under or in connection with this Agreement or the transactions contemplated hereby, except for such actions taken or omitted to be taken resulting from the Representative’s willful misconduct. Purchaser shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed by or purported to be executed on behalf of any Seller by the Representative, and on any other action taken or purported to be taken on behalf of any such Seller by the Representative as fully binding upon each such Seller.
Representative. (a) At the Effective Time, Xxxxx X. Xxxxxxxx will be constituted and appointed as the Representative, and the Representative hereby accepts such appointment. Each Indemnifying Securityholder and Indemnifying Founders, by virtue of its adoption of this Agreement and approval of the Merger, will be deemed to have appointed and constituted the Representative as their agent and true and lawful attorney-in-fact with the powers and authority as set forth in this Agreement. All such actions of the Representative taken in accordance with this Section 7.16 shall be deemed to be facts ascertainable outside the merger agreement and shall be binding on the Indemnifying Securityholders. The Representative will be the exclusive agent for and on behalf of the Indemnifying Securityholders and Indemnifying Founders to (1) enter into the Escrow Agreement; (2) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the other documents contemplated by the Transactions; (3) authorize deliveries to Parent of cash or other property from the Escrow Funds and legally bind each Indemnifying Securityholder to pay cash directly to Parent in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (4) object to such claims in accordance with Section 7.6 and Section 7.13; (5) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with Orders with respect to, such claims; (6) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance; (7) subject to Section 6.3, execute for and on behalf of each Indemnifying Securityholder and Indemnifying Founder any amendment to this Agreement, the Escrow Agreement or any exhibit, annex or schedule hereto or thereto (including for the purpose of amending addresses or sharing percentages), (8) enter into any waiver or extension pursuant to Section 6.4 and (9) cause to be paid to the Indemnifying Securityholders any balance of the Representative Fund Amount not used in accordance with the terms of the Escrow Agreement. The Representative will be the sole and exclusive means of asserting or addressing any of the above on beha...
Representative. (b) Any notice given under this paragraph will be effective when delivered to the above authorized
