Actions of the Representative. A decision, act, consent or instruction of the Representative shall constitute a decision of all Beneficiaries and shall be final, binding and conclusive upon each Beneficiary, and Spinco may rely upon any decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each Beneficiary. Spinco is hereby relieved from any liability to any person for any acts done by Spinco in accordance with any such decision, act, consent or instruction of the Representative.
Actions of the Representative. A decision, act, consent or instruction of the Representative under or in connection with this Agreement shall constitute a decision of all the Shareholders and shall be final, binding and conclusive upon each of such Shareholders, and the Escrow Agent and Buyer may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each and every such Shareholder. The Escrow Agent and Buyer are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative.
Actions of the Representative. Each Seller agrees that Buyer shall be entitled to rely on any action taken by Sellers’ Representative, on behalf of the Sellers pursuant to Section 2.07(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each such Seller as fully as if such Person had taken such Authorized Action. Each Seller acknowledges and agrees that any payment made by Buyer on behalf of such Seller to Sellers’ Representative pursuant to this Agreement shall constitute full and complete payment to such Seller and Buyer shall have no further liability therefor. No Seller shall bring any suit, claim or proceeding against Buyer as a result of any actions or inactions of Sellers’ Representative.
Actions of the Representative. Any action by the Underwriters hereunder may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding upon the Underwriters.
Actions of the Representative. Liability of the ------------------------------------------------ Representative. Each Seller agrees that Purchaser shall be entitled to -------------- rely on any action taken by the Representative, on behalf of the Sellers, pursuant to Section 11.1(a) above (each, an "Authorized Action"), and that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Purchaser agrees that the Representative shall have no liability to Purchaser for any Authorized Action, except to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraud or willful misconduct. The Sellers jointly and severally agree to pay, and to indemnify and hold harmless Purchaser from and against any losses which it may suffer, sustain, or become subject to, as the result of any claim by any person that an Authorized Action is not binding on, or enforceable against, the Sellers. In addition, the Sellers hereby release and discharge Purchaser from and against any liability arising out of or in connection with the Representative's failure to distribute any amounts received by the Representative on the Sellers' behalf to the Sellers.
Actions of the Representative. A decision, act, consent or instruction of the Representative authorized under or in connection with this Agreement shall constitute a decision of all the Sellers and shall be final, binding and conclusive upon each of such Sellers, and the Escrow Agent and Buyer, and each of their respective affiliates, stockholders, officers, directors, employees, agents, successors and assigns, may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each and every such Seller. The Escrow Agent, Buyer and each of their respective affiliates, stockholders, officers, directors, employees, agents, successors and assigns are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative.
Actions of the Representative. A decision, act, consent or instruction of the Representative relating to the Section 3.12, Section 3.13, Section 3.14 and Article 6 shall constitute a decision of all Purchasers, and shall be final, binding and conclusive upon each of such Purchasers and the Company may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each such Purchaser. The Company is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative.
Actions of the Representative. 10.9.1 Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Representative that is within the scope of the Representative’s authority under Section 10.9.1 shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Effective Time Stockholders and shall be final, binding and conclusive upon each such stockholder; and each Indemnified Person and the Escrow Agent shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such stockholder. Except for their gross negligence and willful misconduct, each Indemnified Person and the Escrow Agent are hereby relieved from any liability to any Person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent or instruction of the Representative.
Actions of the Representative. Each Seller and the Company agrees that Purchaser shall be entitled to rely on any action taken by Representative, on behalf of Sellers and the Company pursuant to Section 8.23(a) above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each such Seller and the Company as fully as if such Person had taken such Authorized Action. Each Seller and the Company acknowledges and agrees that any payment made by Purchaser on behalf of such Seller and the Company to Representative pursuant to this Agreement shall constitute full and complete payment to such Seller and the Company and Purchaser shall have no further Liability therefor. No Seller or the Company shall bring, and each Seller and the Company hereby waives any right to bring, any Legal Proceeding against Purchaser as a result of any actions or inactions of Representative. Share Purchase Agreement Page 50 of 50 48458786;19
Actions of the Representative. Each Seller agrees that Purchaser shall be entitled to rely on any action taken by the Representative, (i) on behalf of Sellers pursuant to Section 9.18(a) above (each, an “Authorized Action”), (ii) that each Authorized Action shall be binding on each such Seller as fully as if such Person had taken such Authorized Action, and (iii) that Purchaser shall be entitled to rely separately and independently on the actions, instructions or communications of the Representative (or any successor Representative thereof). Each Seller acknowledges and agrees that any payment made by Purchaser on behalf of such Seller to the Representative pursuant to this Agreement shall constitute full and complete payment to Seller and Purchaser shall have no further liability therefor. No Seller shall bring, and each Seller herby waives any right to bring, any Legal Proceeding against Purchaser as a result of any actions or inactions of the Representative.
