Appointment Authority. For purposes of this Agreement, the Principal Stockholder hereby irrevocably consents, and each other Company Equityholder shall, without any further action on the part of any such Company Equityholder, be deemed (by virtue of the adoption of this Agreement by the Company Stockholders and the approval of the transactions contemplated Table of Contents hereby, including the Merger, such Company Equityholder’s execution of an Option Letter of Transmittal or Stock Letter of Transmittal, as applicable, and/or such Company Equityholder’s acceptance of any consideration pursuant to this Agreement) to have irrevocably consented, to the appointment of Inventus Intermediate, LLC as the representative and attorney-in-fact for and on behalf of such Company Equityholder (the “Equityholder Representative”), with full power of substitution, to act in the name, place and stead of such Company Equityholder for purposes of taking any and all actions and making any decisions required or permitted to be taken by the Equityholder Representative under or contemplated by this Agreement and the Ancillary Agreements, including the exercise of the power to: (i) execute this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant to such agreements, including all amendments, waivers or consents to such agreements, and take all actions required or permitted to be taken under such agreements; (ii) resolve, agree to, negotiate, enter into settlements, releases and compromises of, and comply with orders of courts and awards of arbitrators with respect to, indemnification or other claims; (iii) receive and forward notices and communications pursuant to this Agreement and any Ancillary Agreement and to accept on behalf of each Company Equityholder service of process and any notices required to be served on the Company Equityholders; (iv) engage experts or legal counsel on behalf of the Company Stockholders and Company Optionholders, the expense of which engagements shall be borne by the Company Equityholders, (v) consent to release of payments to Parent, (vi) receive payments and escrow releases and (vii) take all other actions necessary, desirable or appropriate in the judgment of the Equityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, any Ancillary Agreement and any other agreements, documents and certificates pursuant thereto. Inventus Intermediate, LLC he...
Appointment Authority. (a) Subject to the terms and conditions hereunder, Verisity hereby appoints Company as its exclusive distributor in the Territory to market, demonstrate and perform the Products and Services and sell, license and distribute the Products and Services, and Company hereby accepts such appointment.
(b) In carrying out its obligations under this Agreement, but subject to the terms and conditions hereunder, Company may translate, at its expense, Verisity's standard Software License Agreement or promotional materials of Verisity into the local languages within the Territory or otherwise adapt the same to comply with any relevant local law and regulation so long as (i) such Software License Agreement and other materials are provided by Company to Verisity in advance of distribution thereof for Verisity's review and approval and (ii) any translations by Company hereunder are done in a first class and professional manner, and do not diminish Verisity's proprietary rights in the Products or, without Verisity's prior written consent, conflict with this Agreement or Verisity's then-current standard Software License Agreement.
(c) Company is not granted a license or right to receive, use or distribute source code versions of the Products nor is Company granted a license or right to modify or alter in any manner or create derivative works of the Products. Company will not have the right to appoint sub-distributors or sub-agents. Company will not (i) promote or market Products or Services outside of the Territory, (ii) sell or license Products or Services outside of the Territory or (iii) register as a distributor or representative of Verisity in any country outside the Territory.
(d) Notwithstanding any other provision of this Agreement, until such time as Verisity notifies Company otherwise in writing, Company will not take or accept any orders from End-Users for Products or Services before forwarding all such orders to Verisity, for written acceptance or rejection, in whole or in part, by Verisity.
Appointment Authority. Each of the Sellers hereby appoints Txxxxx Xxxxxxx as their representative (the “Sellers’ Representative”), as the attorney-in-fact for and on behalf of each Seller, and the Sellers’ Representative shall be authorized hereby to take any and all actions and make any decisions on behalf of the Sellers required or permitted to be taken by any of the Sellers under this Agreement or any of the Sellers’ Closing Documents in connection with the consummation of the Contemplated Transactions, including, without limitation, the exercise of the power to (i) receive or give any notice on behalf of Sellers pursuant to this Agreement or any of the Sellers’ Closing Documents, (ii) authorize delivery to Sellers of the Holdback Shares and the Adjustment Shares, if any, (iii) prepare the Closing Balance Sheet and deliver the same to Buyer and otherwise represent Sellers in, and control the disposition of, all matters related thereto, (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims hereunder or under the Sellers’ Closing Documents, (v) terminate this Agreement pursuant to Section 6, and (vi) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Sellers’ Closing Documents. Each of the Sellers shall be bound by all actions taken by the Sellers’ Representative in connection with this Agreement and the Sellers’ Closing Documents. Buyer and the Company shall be entitled to rely on any action or decision of the Sellers’ Representative evidenced by a written document executed by the Sellers’ Representative as the action or decision of each of the Sellers, and Buyer and the Company shall be held harmless from and indemnified against any claim of any Seller in respect of this Section 8.16.
Appointment Authority. (a) Lender hereby appoints X.X. Xxxxxx as its agent to lend Securities in each of the Lending Accounts on Lender’s behalf to Borrowers from time to time in accordance with the terms of this Agreement and on such terms and conditions and at such times as X.X. Xxxxxx shall determine. X.X. Xxxxxx hereby accepts appointment as such agent.
(b) Lender hereby authorizes and empowers X.X. Xxxxxx to execute in Lender’s name and on its behalf and at its risk all agreements and documents as may be necessary to carry out any of the powers herein granted to X.X. Xxxxxx. In this regard, Lender hereby acknowledges receipt of the forms of MSLA and authorizes X.X. Xxxxxx to lend Securities in the Lending Accounts to Borrowers under agreements substantially in the forms of the MSLA; it being understood and agreed, however, that X.X. Xxxxxx shall provide prior written notice to Lender of any material change to the MSLA entered into with any Borrower. Lender acknowledges that as of April 2019, MSLAs in the form annexed to Schedule 6B(i) (the OSLA), will no longer receive the benefit of the ISLA legal opinions relating to the enforceability of netting provisions. MSLAs in the form annexed to Schedule 6B(ii) (the GMSLA) will continue to receive the benefit of such legal opinions. Lender hereby consents to the existing OSLAs being replaced with GMSLAs, and upon completion of the re-papering process, X.X. Xxxxxx to lend Securities in the Lending Accounts to non-U.S. Borrowers under agreements substantially in the form of the GMSLA. X.X. Xxxxxx may exercise all rights and powers provided under any MSLA as may be incidental to that MSLA.
Appointment Authority. Each of the Lenders hereby irrevocably appoints CS as the Administrative Agent hereunder and under the other Loan Documents and authorizes CS, in such capacities, to take such actions on its behalf and to exercise such powers as are delegated to CS in such capacities by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of the Subsidiaries. The provisions of this Section are solely for the benefit of the Administrative Agent, the Lenders and the Company and the Subsidiaries shall not have rights as a third party beneficiary of any of such provisions. Notwithstanding anything to the contrary in this Agreement, in the event that at any time there shall be a Lender or group of affiliated Lenders which shall constitute the Requisite Lenders, the Administrative Agent shall act only in accordance with the consent of such Lender or group of affiliated Lenders constituting the Requisite Lenders in granting any approvals, making any requests on the Company, making any determinations that items are performed to its satisfaction or exercising any of its discretion under the Loan Documents (other than making determinations relating to interest rates); provided that following the Restatement Date such consent of such Lender or group of affiliated Lenders constituting the Requisite Lenders shall not be required for non-material, routine and administrative actions that the Administrative Agent is permitted to take under the Loan Documents.
Appointment Authority. Each of the Lenders hereby irrevocably appoints Credit Suisse as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and authorizes Credit Suisse, in such capacities, to take such actions on its behalf and to exercise such powers as are delegated to Credit Suisse, in such capacities by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each Agent agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. In performing its functions and duties under this Agreement, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings, the Borrowers or any of their respective Subsidiaries. The provisions of this Section 8 are solely for the benefit of the Agents and the Lenders, and neither Holdings nor the Borrowers shall have rights as a third party beneficiary of any of such provisions; provided that Holdings and the Borrowers shall be obligated to perform their obligations under this Section 8.
Appointment Authority. Each of the Lenders hereby irrevocably appoints Citibank, N.A. as the Administrative Agent hereunder and under the other Loan Documents and authorizes Citibank, N.A., in such capacity, to take such actions on its behalf and to exercise such powers as are delegated to Citibank, N.A., in such capacity, by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings, U.S. Holdings, Canada Holdings, U.S. XxxXx, the Borrower or any of their Subsidiaries. The provisions of this Section 9 are solely for the benefit of the Administrative Agent and the Lenders, and Holdings, U.S. Holdings, Canada Holdings, U.S. XxxXx, the Borrower and their Subsidiaries shall not have rights as a third party beneficiary of any of such provisions.
Appointment Authority. 2 2.01. Appointment....................................................................................2 2.02. Scope of Authority.............................................................................2
Appointment Authority. By approval of this Agreement and the Transactions and/or the execution and delivery of a Letter of Transmittal, including counterparts thereof, any by 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 of the Company Shareholders shall be deemed to have authorized and appointed each of the Shareholders’ Representatives as its agent, proxy, attorney-in-fact and representative for all purposes in connection with this Agreement and the agreements ancillary hereto, including to take such action, as it determines in its judgment appropriate, on behalf of such Company Shareholder, to exercise such rights, power and authority, as are authorized, delegated and granted to the Shareholders’ Representatives on behalf of the Company Shareholders (including, to give and receive notices and communications, to receive on behalf of and deliver to any Company Shareholder any amounts due to such Company Shareholder under this Agreement, to deliver a Dispute Notice and take such other actions in accordance with Section 3.6(c), to authorize delivery to Buyer of cash, to amend this Agreement pursuant to Section 10.2 and to take all actions necessary or appropriate in the judgment of the Shareholders’ Representatives for the accomplishment of the foregoing). By its execution and delivery of a Letter of Transmittal, including counterparts thereof, each Company Shareholder shall authorize, delegate and grant to the Shareholders’ Representatives authority to take all actions that this Agreement provides are to be taken by the Shareholders’ Representatives. From and after the Closing, the Buyer shall be entitled to rely exclusively upon any notices and other acts of the Shareholders’ Representatives relating to each Company Shareholder’s rights and obligations under this Agreement as being legally binding acts of each Company Shareholder, and the Buyer shall deliver any notice required or permitted under this Agreement to be delivered to the Company Shareholders to the Shareholders’ Representatives.
Appointment Authority. (a) Subject to the terms and conditions hereunder, Reseller hereby grants Sublicensee a non- exclusive, non-transferable license throughout the Territory to load StoreSense upon a Server, market StoreSense and sublicense the use of StoreSense to End Users. Sublicensee will not have the right to sublicense any rights to StoreSense other than as specifically set forth herein.
(b) Sublicensee will only make StoreSense available to End Users who have executed and delivered an End User Agreement with Sublicensee. Xxxxxx may amend the form of End User Agreement, from time to time upon written notice to Reseller, who shall notify Sublicensee of such amendments, and thereafter Sublicensee shall use the End User Agreement, as so amended, in contracting with End Users. Sublicensee grants Xxxxxx and Reseller the right, from time to time, to inspect the form of End User Agreement used by Sublicensee to ensure compliance with this provision.
(c) Should any End User breach its End User Agreement, including but not limited to any unauthorized use of StoreSense, Sublicensee will promptly inform Reseller of such breach and if so requested by Reseller or Xxxxxx, Sublicensee shall, at its expense, enforce such End User Agreement. Sublicensee shall ensure that Xxxxxx may, as a third party beneficiary, enforce any such breach of an End User Agreement by an End User against such End User.
(d) Reseller and Sublicensee agree that Xxxxxx may, as a third party beneficiary, enforce any breach of this Agreement by Sublicensee directly against such Sublicensee.
(e) Sublicensee is not granted a license or right to receive, use or distribute source or human readable code versions of StoreSense nor is Sublicensee granted a license or right to modify or alter in any manner or create derivative works of StoreSense. Sublicensee shall not, or suffer to allow others to, reverse engineer, disassemble, decompile or by other means attempt to derive source or human readable code from StoreSense. Except as expressly set forth herein, Reseller does not grant any rights to Sublicensee hereunder.
