Authority of Representative. The Representative shall have the power, on behalf of each Holder, to pursue such remedies as may be available by law and pursuant to this Revenue Sharing Agreement, for the purpose of maximizing the return to the Holders as a group, and to settle the claims of each Holder on such terms as the Representative may determine in its sole and unlimited discretion, subject to the other provisions of this Revenue Sharing Agreement. The Representative may pursue such remedies notwithstanding that the Representative does not have physical possession of the Notes and without naming the Holders as parties.
Authority of Representative. The Parties’ representatives shall have full authority to act for their respective Party in all matters relating to the performance of this Agreement. Notwithstanding the foregoing, a Party's representative shall not have the authority to amend, modify, or waive any provision of this Agreement unless they are duly authorized officers of their respective entities and such amendment, modification or waiver is made in accordance with Article 15.
Authority of Representative. In connection with this Agreement, the Representative will act for and on behalf of the several Underwriters, and any action taken under this Agreement by the Representative, will be binding on all the Underwriters.
Authority of Representative. You authorize us as your Representative to execute the Underwriting Agreement with the Company in the form attached with such insertions, deletions or other changes as we may approve (but not as to the number of, and price of, the Units to be purchased by you except as provided herein and therein) and to take such action as in our discretion we may deem advisable in respect of all matters pertaining to the Underwriting Agreement, this Agreement, the transactions for the accounts of the several Underwriters contemplated thereby and hereby, and the purchase, carrying, sale and distribution of the Units.
Authority of Representative. The parties' representatives designated in ARTICLE 8, SECTION 8.1 shall have full authority to act for their respective principals in all technical matters relating to the performance of this Agreement. They shall not, however, have the authority to amend, modify, or waive any provision of this Agreement unless they are authorized officers of their respective entities.
Authority of Representative. The Shareholders hereby consent to and approve (i) the use of the Escrow Shares as collateral for the Shareholder's indemnification obligations under Section 11.2 of the Combination Agreement in the manner set forth in this Agreement, (ii) the appointment of the Representative under this Agreement and as the attorney-in-fact and agent for and on behalf of each Shareholder and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement (including, without limitation, the exercise of the power to: (a) authorize delivery to VERITAS of Escrow Shares in satisfaction of claims by VERITAS; (b) agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims; (c) resolve any claim made by Indemnified Persons pursuant to Section 11.2 of the Combination Agreement; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing) and (iii) to all of the other terms, conditions and limitations in this Agreement.
(a) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders on whose behalf the Escrow Shares were contributed to the Escrow Account shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative, but excluding loss of profits, special, punitive or consequential damages.
(b) A decision, act, consent or instruction of the Representative 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 VERITAS may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each such Shareholder. The Escrow Agent and VERITAS 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.
Authority of Representative. Any action by the Initial Purchasers hereunder may be taken by Deutsche Bank AG, London Branch on behalf of the Initial Purchasers, and any such action taken by Deutsche Bank AG, London Branch shall be binding upon the Initial Purchasers.
Authority of Representative. (See Note 5 - what a Representative may and may not do) Pursuant to section 9 (1) (a) of the Representation Agreement Act, I authorize my Representative to do anything that the Representative considers necessary in relation to my personal care and health care.
Authority of Representative. Xxxxxx Xxxxxxx & Co. Incorporated hereby represents and warrants to the Company that it has the authority to act as agent on behalf of the Underwriters named in Schedule I and the Company shall be
Authority of Representative. We hereby authorize you, acting on our behalf, as our representative (a) to complete, execute, and deliver the Underwriting Agreement, to determine the public offering price of the Designated Preferred Securities and the underwriting discount with respect thereto and to make such variations, if any, as in your judgment are appropriate and are not material, provided that the respective amount of Designated Preferred Securities set forth opposite our name in Schedule thereto shall not be increased without our consent, except as provided herein, (b) to waive performance or satisfaction by the Offerors of obligations or conditions included in the Underwriting Agreement if in your judgment such waiver will not have a material adverse effect upon the interests of the Underwriters, and (c) to take such actions as in your discretion may be necessary or advisable to carry out the Underwriting Agreement, this Agreement, and the transactions for the accounts of the several Underwriters contemplated thereby and hereby. We also authorize you to determine all matters relating to the public advertisement of the Designated Preferred Securities.
