Appointment as Representative Sample Clauses

Appointment as Representative. Pursuant to section 1123(b)(3) of the Bankruptcy Code, the Plan appointed the Litigation Trustee as the duly appointed representative of each of the Estates solely with respect to the Litigation Trust Assets and, as such, the Litigation Trustee is deemed to be acting in the capacity of a bankruptcy trustee, receiver, liquidator, conservator, rehabilitator, or creditors’ committee or any similar official who has been appointed to take control of, supervise, manage or liquidate the Debtors solely with respect to prosecution of the Litigation Trust Assets for the benefit of the Litigation Trust Beneficiaries. To the extent that any Preserved Causes of Action cannot be transferred to the Litigation Trust because of a restriction on transferability under applicable non-bankruptcy law that is not superseded or preempted by section 1123 of the Bankruptcy Code or any other provisions of the Bankruptcy Code, such Preserved Causes of Action shall be deemed to have been retained by the applicable Estate and the Litigation Trustee shall be deemed to have been designated as a representative of the applicable Estate pursuant to section 1123(b)(3)(B) of the Bankruptcy Code to enforce and pursue such Preserved Causes of Action on behalf of such Estate subject to the terms of this Litigation Trust Agreement, the Plan and the Confirmation Order. Notwithstanding the foregoing, all Litigation Trust Proceeds shall be paid over to the Litigation Trust and shall be applied in accordance with the Plan, this Litigation Trust Agreement and the Litigation Trust distribution schedule, attached hereto as Exhibit C (the “Litigation Trust Distribution Schedule”).

Appointment as Representative. Subject to the terms of this Agreement, Distributor appoints the Representative as its non- exclusive, independent agent in the Territory for the marketing and solicitation of orders from Customers in respect of Avaya OneCloud CCaaS Public ("Services") and the Representative hereby accepts such appointment and shall use its commercially reasonable efforts to carry out the Objective in a reasonable and diligent manner using due care and skill, in accordance with the provisions of this Agreement. As part of the Objective, Representative shall use its commercially reasonable efforts to contact prospective Customers and provide to them relevant information regarding the Services on the basis of the information and documents provided or approved by Distributor or Avaya; and, (ii) refer prospective Customers to the Distributor in order to execute sales agreements subject to approval by Avaya. Representative shall market the Services to prospective Customers accordance with this Agreement. All Customers shall enter into the Avaya Terms. In performing the Objective under this Agreement, except with respect to its appointment as an agent hereunder, Representative shall operate as an independent contractor and shall not be or hold itself out as or act as an employee, partner, principal, or joint venture of Avaya or Distributor, or collect or receive money from Customers on behalf Avaya. Except as specifically set forth herein, Representative shall in no way have the authority to bind or obligate Distributor or Avaya in any respect. Representative may not make additional representations and warranties on Distributor’s or Avaya’s behalf including with respect to the prices, rates, terms, availability and conditions of the Services. Nothing in this Agreement shall, or shall be deemed to, sell, transfer, license or assign any right, title or interest of any kind in or to the Services to Representative, which right, title and interest shall at all times be and remain owned solely by Avaya.

Appointment as Representative. Pursuant to sections 1123(a)(5)(B) and 1123(b)(3) of the Bankruptcy Code, the Plan provides for the appointment of the Trustee as the duly appointed representative of the Debtors with respect to the Litigation Trust Assets and, as such, the Trustee succeeds to all of the rights and powers of a trustee in bankruptcy with respect to prosecution of the Litigation Trust Assets for the benefit of the Litigation Trust Beneficiaries in accordance with the terms of this Agreement, the Plan, and the Confirmation Order.‌

Appointment as Representative. The Trust and the Trustee will each be a “representative” of the Estates under § 1123(b)(3)(B) of the Bankruptcy Code as provided in the Plan, and the Trustee will be the trustee of the Trust Assets for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), and, as such, the Trustee succeeds to all of the rights, powers and obligations of a trustee in bankruptcy with respect to collecting, maintaining, administering and liquidating the Trust Assets for the benefit of the Beneficiaries.

Appointment as Representative. Pursuant to section 1123(b)(3) of the Bankruptcy Code, the Creditor’s Committee, with the consent of the other Noteholder Plan Proponents, appointed the Litigation Trustee as the duly appointed representative of the estates, and, as such, the Litigation Trust.

Appointment as Representative. Pursuant to section 1123(b)(3) of the Bankruptcy Code, the Plan appointed the Liquidating Trustee as the duly appointed representative of each of the Estates, and, as such, the Liquidating Trustee succeeds to all of the rights and powers of a trustee in bankruptcy with respect to prosecution of the Liquidating Trust Assets for the ratable benefit of the Liquidating Trust Beneficiaries. To the extent that any Liquidating Trust Assets cannot be transferred to the Liquidating Trust because of a restriction on transferability under applicable non-bankruptcy law that is not superseded or preempted by section 1123 of the Bankruptcy Code or any other provision of the Bankruptcy Code, such Liquidating Trust Assets shall be deemed to have been retained by the applicable Reorganized Debtor, as appropriate, and the Liquidating Trustee shall be deemed to have been designated as a representative of the applicable Estate pursuant to section 1123(b)(3)(B) of the Bankruptcy Code to enforce and pursue such Liquidating Trust Assets on behalf of such Estate. Notwithstanding the foregoing, all net proceeds of the Liquidating Trust Assets shall be transferred to the Liquidating Trust Beneficiaries consistent with the provisions of the Plan and this Liquidating Trust Agreement.

Appointment as Representative. COMPANY hereby appoints REPRESENTATIVE as the exclusive sales and marketing agent for PRODUCT to the Sports Market, and a non-exclusive agent for any other customer not included within the definition of Sports Market. REPRESENTATIVE hereby accepts, as sales and marketing representative for the PRODUCT. In addition, COMPANY hereby grants to REPRESENTATIVE the nontransferable right and license to use its trade name, trademark, labels, copyrights, and other advertising media in the marketing of the PRODUCT.

Appointment as Representative. 2.1.1 The Manager appoints the Representative, and the Representative agrees to act with due care, skill and diligence and in a manner which shall not be prejudicial to the interests or goodwill of the Manager or the Fund, as the representative of the Manager in respect of the Fund on the terms and subject to the conditions set out in this Agreement, for the scope of services as prescribed by Applicable Laws related to Mutual Recognition of Funds and other duties in relation to the Funds as set out in this Agreement and/or as the Parties may agree from time to time and subject to the general supervision of the Manager. 2.1.2 The Manager agrees that the Representative may, with the Manager’s prior written approval, further appoint a third party to perform all or part of its obligations and duties, provided that such appointment shall not affect the Representative’s liability as prescribed by Applicable Laws related to Mutual Recognition of Funds and other duties in relation to the Funds as set out in this Agreement and/or as the Parties may agree from time to time. 2.1.3 The Manager agrees that, subject to Clause 2.1.2, such third party appointed by the Representative may further delegate its routine operational duties to its agents as long as such delegation shall not relieve such third party of any of its responsibilities or liabilities and the Representative shall ensure adequate, appropriate and necessary communication with such third party on its further delegation of the agents. The Representative shall also have appropriate internal control procedures in place to monitor the performance of their duties hereunder by such third party and its agents.

Appointment as Representative. (a) Upon the Effective Date, the Litigation Trustee is appointed as the duly appointed representative of the Estates with respect to the Litigation Trust Assets, and, as such, upon such appointment, the Litigation Trustee succeeds to all of the rights and powers of a trustee in bankruptcy with respect to distribution of the Litigation Trust Assets for the benefit of the Litigation Trust Beneficiaries. (b) The Litigation Trust shall be the Disbursing Agent in accordance with Section 5.5 hereof and Article VI of the Plan. (c) The Litigation Trustee shall be the Debtors’ agent with respect to the determination of the Final Purchase Price under the Zinnia APA.

Appointment as Representative. Subject to and in accordance with the terms and conditions of this Agreement, IBSS hereby appoints Representative during the Term and within the Territory as: (a) a non-exclusive IBSS Representative with respect to the Designated Products; and (b) an exclusive IBSS Representative with respect to the Designated Products, but only with respect to the companies set forth on SCHEDULE E, including their respective subsidiaries, and only during such period within the Term as Representative is in good faith actively and diligently pursuing selling opportunities with such companies consistent with the objectives and terms of this Agreement.