Action by Sellers. Holdings shall be entitled to act on behalf of each Seller for any action required or permitted to be taken by any Seller under this Agreement.
Action by Sellers. Any right, action or notice which may be taken exercised or given by the Sellers hereunder may be taken on behalf of all the Sellers by Arch Communications Enterprises ("ACE"). Each of the Sellers hereby appoints ACE as its agent to take any action for and on behalf of such Seller necessary or appropriate to carry out the transactions contemplated by this Agreement.
Action by Sellers. Any action permitted or required to be taken by Sellers under this Agreement may be taken by Sellers' Representative and any action taken by Sellers' Representative hereunder shall be conclusive and binding on all Sellers.
Action by Sellers. Except as expressly set forth herein, whenever this Agreement requires or permits action to be taken by the Sellers, such action shall be sufficient if taken by the Required Sellers. Each of the Sellers hereby consents and agrees to all actions or inac- tions taken or omitted to be taken by the Required Sellers and agrees to indemnify and hold harmless the Required Sellers from and against all costs and expenses (including, without limitation, reasonable attorneys fees and expenses incurred by the Required Sellers in any claim, action or proceeding between the Required Sellers and the Sellers (or any of them) or between the Required Sellers and any third party (including, without limitation, the Purchaser or the Companies) or otherwise) incurred or suffered as a result of or arising out of such actions or inactions.
Action by Sellers. 98 Section 12.15 Sellers' Representative........................... 99 Section 12.16 Assignment........................................100 Section 12.17 Construction......................................100 Section 12.18 Schedules.........................................100 Schedule 3.2 Capital Stock Schedule 3.5(b) Financial Statements Schedule 3.7 Title to Properties; Encumbrances. Schedule 3.8 Real Property. Schedule 3.9 Intellectual Property Schedule 3.10 Leases Schedule 3.11 Material Contracts Schedule 3.12 Consents and Approvals; No Violations Schedule 3.13 Litigation Schedule 3.14 Taxes
Action by Sellers. All Sellers are required to unanimously agree upon taking any action under this Agreement and any action taken by the Sellers under this Agreement shall be on behalf of all Sellers for all purposes, including but not limited to any legal claims, arbitration, an indemnity claim, termination, assignment, amendment or waiver.
Action by Sellers. Foamex Inc. shall be entitled to act on behalf of each Seller for any action required or permitted to be taken by any Seller under this Agreement.
Action by Sellers. Whenever in this Agreement action or consent is required by the Sellers, the act, consent or action of a majority of the Sellers that make up the Physician Committee shall be deemed to be the act, consent and action of all of the Sellers.
Action by Sellers. Subject to the fulfillment of all the conditions set forth in Article 10 hereof, except such conditions as may be waived by Sellers, at the Closing each Seller shall deliver to Purchaser:
4.2.1. the stock certificate or certificates, registered in the name of the Seller representing Seller's ownership of Shares, in proper form for transfer and duly endorsed in blank or accompanied by such instruments of transfer as shall, in the opinion of counsel for Purchaser, be effective to vest in Purchaser (or its nominee) good and marketable title to such Shares and the right, upon presentation thereof to the Company, to become the registered holder of such Shares;
4.2.2. each of the certificates, documents, instruments and opinions contemplated to be delivered by Sellers pursuant to Article 9 hereof.
Action by Sellers. This Agreement may be amended only by a writing signed by Purchaser and by each Seller or the Sellers' Representative on behalf of all Sellers, and any provision hereof for the benefit of Sellers may be waived by a writing signed by each such Seller or by the Sellers' Representative on behalf of all Sellers; provided, however, that no such amendment or waiver shall be executed by the Sellers' Representative unless previously approved in writing by Sellers holding a majority of the Shares; and provided further, however, that no such amendment or waiver which reduces the aggregate consideration payable hereunder to Sellers shall be executed by the Sellers' Representative unless previously approved in writing by all Sellers. Purchaser shall be entitled to require Sellers to cause the Sellers' Representative to furnish Purchaser with such evidence as Purchaser may reasonably require as to the authority of the Sellers' Representative regarding any matter subject to this Section 10.16.
