Binding Power. This Agreement shall inure to the benefit of and shall be binding upon the Foundation, the Supplier and any successor and assign thereto; subject, however, to the limitations contained herein.
Binding Power. The Eligible Stockholders shall be bound by all actions taken by the Stockholders’ Agent in its capacity thereof, except for any action that conflicts with the limitations set forth in this subsection (d). The Stockholders’ Agent shall promptly, and in any event within five (5) Business Days, provide written notice to the Company Stockholders of any action taken on behalf of them by the Stockholders’ Agent pursuant to the authority delegated to the Stockholders’ Agent under this Section 7.1. The Stockholders’ Agent shall at all times act in its capacity as Stockholders’ Agent in a manner that the Stockholders’ Agent believes to be in the best interest of the Eligible Stockholders. Neither the Stockholders’ Agent nor any of its directors, officers, agents or employees, if any, shall be liable to any Person for any error of judgment, or any action taken, suffered or omitted to be taken under this Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Stockholders’ Agent may consult with legal counsel, independent public accountants and other experts selected by it. The Stockholders’ Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement. As to any matters not expressly provided for in this Agreement, the Stockholders’ Agent shall not exercise any discretion or take any action. Each Eligible Stockholder shall indemnify and hold harmless and reimburse the Stockholders’ Agent from and against such Eligible Stockholder’s ratable share of any and all liabilities, losses, Damages, claims, costs or expenses suffered or incurred by the Stockholders’ Agent arising out of or resulting from any action taken or omitted to be taken by the Stockholders’ Agent under this Agreement, other than such liabilities, losses, Damages, claims, costs or expenses arising out of or resulting from the Stockholders’ Agent’s gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein, the Stockholders’ Agent is not authorized to, and shall not, accept on behalf of any Eligible Stockholders any merger consideration to which such Eligible Stockholders is entitled under this Agreement and the Stockholders’ Agent shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Elig...
Binding Power. The covenants, obligations, undertakings, rights and obligations of this Agreement shall be binding upon and shall inure to the benefit of the respective parties and their respective heirs, successors, legal representatives and permitted assigns.
Binding Power. Each person executing this Lease warrants and represents that he or she is duly authorized to execute this Lease on behalf of Lessor or Lessee.
Binding Power. All powers of the Company shall be exercised by or under the authority of the Board of Directors. Decisions of the Board of Directors within its scope of authority shall be binding upon the Company and each Member.
