Borrower’s Representative; Addresses Sample Clauses

Borrower’s Representative; Addresses. 5.01. The Minister of International Cooperation of the Borrower and the Assistant to the Minister for International, Regional and Arab Financing Organizations of the Ministry of International Cooperation of the Borrower are severally designated as the Representative of the Borrower. 5.02. The Borrower’s Address is: Ministry of International Cooperation 0 Xxxx Xxxxxx, Xxxxx, Xxxx Xxxxxxxx of Egypt Cable address: Facsimile: Ministry of International Cooperation (000) 0000-0000 Cairo, Arab Republic of Egypt (000) 0000-0000 5.03. The World Bank’s Address is: International Bank for Reconstruction and Development 0000 X Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Xxxxxx Xxxxxx of America Cable: Telex: Facsimile: INTBAFRAD Xxxxxxxxxx, X.X. 000000 (MCI) or 64145 (MCI) 0-000-000-0000 AGREED at Cairo, Arab Republic of Egypt, as of the day and year first above written. ARAB REPUBLIC OF EGYPT INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT acting as an implementing entity of the Clean Technology Fund The objective of the Project is to develop the infrastructure and business models which will enable the development of wind power within the Borrower’s territory. The Project consists of the following parts: PART A: Transmission Infrastructure Development of transmission infrastructure to connect wind parks in the Gulf of Suez to the national electricity network, consisting of: 1. Construction of a 500 kilovolt (kV) double circuit transmission line of approximately 280 kilometers (km) in length from Ras Ghareib to Samallout. 2. Construction of a 500kV/220kV GIS substation and installation of a 500kV/220kV transformer in Ras Gharib. 3. Extension of the 500kV/220kV conventional substation and installation of a 500kV/220kV transformer at Samallout. 4. Construction of a 220kV transmission line of approximately 50 km in length between Ras Gharib and Xxxxx El-Zait. PART B: Expansion of the Wind Generation Program Technical assistance and capacity building activities to support the expansion of the wind power program, consisting of: 1. Provision of legal and financial advisory services in the implementation of the competitive bidding program for Build-Own-Operate wind power farms. 2. Management of wind power integration in power system. 3. Environmental and social assessment, including ornithological survey, of the proposed site for a BOO wind power farm in the Gulf of Suez. 4. Implementation of a knowledge management program including communications with stakeholders regarding Pr...
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Borrower’s Representative; Addresses. 6.01. The Borrower’s Representative referred to in Section 10.02 of the Standard Conditions is its General Director (Director General). 6.02. The Borrower’s Address referred to in Section 10.01 of the Standard Conditions is: Nacional Financiera, S.N.C. (NAFIN) Xxxxxxx Xxxxxxxxxxx Xxx 0000 Xxxxxxxx Anexo-Nivel Xxxxxx Xxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxxx Xxx, CP 01020 México, DF Facsimile: +00-00-0000-0000 6.03. The World Bank’s Address referred to in Section 10.01 of the Standard Conditions is: International Bank for Reconstruction and Development 0000 X Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Xxxxxx Xxxxxx of America Cable: Telex: Facsimile: INTBAFRAD 248423 (MCI) or 0-000-000-0000 Xxxxxxxxxx, X.X. 00000 (MCI) AGREED at Cancun, United Mexican States, as of the day and year first above written. The objectives of the Project are to promote the Guarantor’s efficient use of energy and to mitigate climate change, by increasing the use of energy efficient technologies at the residential level. For purposes of this Agreement, the Project consists of Part 2 (a)(ii) set forth in Schedule 1 to the IBRD Loan Agreement, subject to such modifications thereof as the Guarantor, the Borrower and the World Bank may agree upon from time to time to achieve such objectives.
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Borrower’s Representative; Addresses. 6.01. The Borrower’s Representative referred to in Section 10.02 of the Standard Conditions is its General Director (Director General). 6.02. The Borrower’s Address referred to in Section 10.01 of the Standard Conditions is: Banco Nacional de Obras y Servicios Públicos, S.N.C. Xxxxxx Xxxxxx Sierra, 515 Colonia Lomas de Santa Fe, Delegación Xxxxxx Xxxxxxx Xxxxxx XX, 00000 Telex: Facsimile: (00-00) 0000-0000 (00-00) 0000-0000 6.03. The World Bank’s Address referred to in Section 10.01 of the Standard Conditions is: International Bank for Reconstruction and Development 0000 X Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Xxxxxx Xxxxxx of America Cable: Telex: Facsimile: INTBAFRAD Xxxxxxxxxx, X.X. 000000 (MCI) or 64145 (MCI) 0-000-000-0000 AGREED at Mexico City, Mexico, as of the day and year first above written. The objective of the Project is to contribute to the transformation of urban transport in Mexican cities toward a lower carbon growth path. The Project consists of the following parts, subject to such modifications thereof as the Borrower and the Bank may agree upon from time to time to achieve such objective:
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Borrower’s Representative; Addresses. 5.01. The Borrower’s Representative referred to in Section 10.02 of the Standard Conditions is the President and Chief Executive Officer of the Borrower. 5.02. The Borrower’s Address referred to in Section 10.01 of the Standard Conditions is: Türkiye Kalkınma Bankası A.Ş. Necatibey Caddesi Xx. 00 Xxxxxxxxxxx 00000 Xxxxxx, Xxxxxx Facsimile: (00-000) 000-0000 (00-000) 000-0000 5.03. The World Bank’s Address referred to in Section 10.01 of the Standard Conditions is: International Bank for Reconstruction and Development 0000 X Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Xxxxxx Xxxxxx of America Cable: Telex: Facsimile: INTBAFRAD 248423 (MCI) or 0-000-000-0000 Xxxxxxxxxx, X.X. 00000 (MCI) AGREED at Ankara, Republic of Turkey, as of the day and year first above written. TÜRKİYE KALKINMA BANKASI A.Ş. By: /s/ S. Cansel Inankur By: /s/ Xxxxx Xxxxxxx INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT acting as an implementing entity of the Clean Technology Fund By: /s/ Xxxxxx Xxxxxx The objective of the Project is to help increase privately owned and operated energy production from indigenous renewable sources within the market-based framework of the Turkish Electricity Market Law, enhance energy efficiency, and thereby help reduce greenhouse gas emissions. The Project consists of the following parts: The establishment and operation of a credit facility for the financing, through the provision of Sub-loans and Financing Leases by TSKB to Sub-project Sponsors, enabling such Sub-project Sponsors to finance the costs related to the carrying out of Renewable Energy Sub-projects and Energy Efficiency Sub-projects. The establishment and operation of a credit facility for the financing, through the provision of Sub-loans or Financing Leases by the Borrower to Sub-project Sponsors, enabling such Sub-project Sponsors to finance the costs related to the carrying out of Renewable Energy Sub-projects and Energy Efficiency Sub-projects.
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Borrower’s Representative; Addresses. 6.01. The Borrower’s Representative referred to in Section 10.02 of the Standard Conditions is the President of its Management Board (Directoire). 6.02. The Borrower’s Address referred to in Section 10.01 of the Standard Conditions is: Moroccan Agency for Solar Energy Immeuble Extension CMR; third floor Avenue Al Araar Xxx Xxxx 00000, Rabat Kingdom of Morocco Facsimile: (000) 000 00 00 00 6.03. The World Bank’s Address referred to in Section 10.01 of the Standard Conditions is: International Bank for Reconstruction and Development 0000 X Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Xxxxxx Xxxxxx of America Cable: Telex: Facsimile: INTBAFRAD Xxxxxxxxxx, X.X. 000000 (MCI) or 64145 (MCI) 0-000-000-0000 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT acting as an implementing entity of the Clean Technology Fund By /s/ Sri Mulyani Indrawati Authorized Representative MOROCCAN AGENCY FOR SOLAR ENERGY By /s/ Mustapha Bakkoury Authorized Representative The objective of the Project is to support the Borrower in the development of the 500 Megawatt Ouarzazate solar power plant by financing the first phase (160 Megawatt gross) through a public private partnership (PPP), to increase power generation from solar power and mitigate greenhouse gas emissions and local environment impact. The Project consists of the following parts: Part 1: Financing the Initial Investment A. Development of the Plant through the formation of a PPP between the Borrower and a competitively selected partner. B. Construction of the Associated Facilities. Part 2: Operational Support Supporting the acquisition of kilowatt-hours produced by the Project Implementing Entity to partially cover the difference in the price at which the Borrower would buy the electricity generated by the Plant and the price at which the Borrower would sell such electricity to ONE.
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Borrower’s Representative; Addresses. 6.01. The Borrower’s Representative referred to in Section 10.02 of the Standard Conditions is the President of its Management Board (Directoire). 6.02. The Borrower’s Address referred to in Section 10.01 of the Standard Conditions is: Moroccan Agency for Solar Energy Immeuble Extension CMR; third floor Avenue Al Araar Xxx Xxxx 10014, Rabat Kingdom of Morocco Facsimile: (000) 000 00 00 00 6.03. The World Bank’s Address referred to in Section 10.01 of the Standard Conditions is: International Bank for Reconstruction and Development 0000 X Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Xxxxxx Xxxxxx of America Cable: Telex: Facsimile: INTBAFRAD 248423 (MCI) or 0-000-000-0000 Xxxxxxxxxx, X.X. 00000 (MCI) AGREED at Durban, South Africa, as of the day and year first above written. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT acting as an implementing entity of the Clean Technology Fund By /s/ Sri Mulyani Indrawati MOROCCAN AGENCY FOR SOLAR ENERGY By /s/ Mustapha Bakkoury The objective of the Project is to support the Borrower in the development of the 500 Megawatt Ouarzazate solar power plant by financing the first phase (160 Megawatt gross) through a public private partnership (PPP), to increase power generation from solar power and mitigate greenhouse gas emissions and local environment impact. The Project consists of the following parts:
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Related to Borrower’s Representative; Addresses

  • REPRESENTATIVE; ADDRESSES 5.01. The Borrower’s Representative is the Minister of Finance. 5.02. The Borrower’s Address is: Ministry of Finance Sanlihe Beijing 100820 People’s Republic of China Facsimile: (00-00) 00 00 00 00 5.03. The Bank’s Address is: International Bank for Reconstruction and Development 0000 X Xxxxxx, X.X. Washington, D.C. 20433 United States of America Cable address: Telex: Facsimile: INTBAFRAD Washington, D.C. 248423(MCI) or 64145(MCI) 0-000-000-0000 AGREED at Beijing, People’s Republic of China, as of the day and year first above written. PEOPLE’S REPUBLIC OF CHINA By /s/ Xxxxx Xxxxxxxx INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ Xxxxx Xxxxxxx

  • Recipient’s Representative; Addresses 6.01. The Recipient’s Representative referred to in Section 7.02 of the Standard Conditions is its Recipient’s Minister responsible for finance. 6.02. The Recipient’s Address referred to in Section 7.01 of the Standard Conditions is: Ministry of Finance and Economic Affairs The Quadrangle Banjul Republic of The Gambia Facsimile: (000) 0000-000 6.03. The World Bank’s Address referred to in Section 7.01 of the Standard Conditions is: International Development Association 0000 X Xxxxxx, X.X. Washington, D.C. 20433 United States of America Cable: Telex: Facsimile: INDEVAS Washington, D.C. 248423 (MCI) or 64145 (MCI) 0-000-000-0000 AGREED at the District of Columbia, United States of America, as of the day and year first above written. REPUBLIC OF THE GAMBIA By INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND INTERNATIONAL DEVELOPMENT ASSOCIATION (acting as administrators of the Multi-Donor Trust Fund for Food Price Crisis Response Core) By The objective of the Project is to generate and accelerate adoption of improved technologies in the Participating Countries’ top agricultural commodity priority areas that are aligned with the sub-region’s top agricultural commodity priorities as outlined in the ECOWAP. The Project constitutes part of the first phase of the Program, and consists of the following parts: Part 1: Enabling Conditions for Sub-Regional Cooperation in Generation, Dissemination and Adoption of Agricultural Technologies Carrying out of a program to strengthen the mechanisms and procedures for generation, dissemination and adoption of improved agricultural technologies and tools by the Recipient so as to allow the Recipient and the ECOWAS member countries to benefit from the said technologies within the framework of a sub-regional technical and scientific cooperation, encompassing the provision of goods, consultants’ services, training, and the financing of operational costs required for: 1. the development of a sustainable financing mechanism for the existing Competitive Agricultural Research Grant (CARG) systems and an appropriate institutional arrangement for the generation, dissemination and adoption of improved and resilient agricultural technologies, through: (i) the development of suitable legislation harmonized with legislation of the other Participating Countries; (ii) the preparation of similarly harmonized manuals of procedures for such financing mechanism’s effective, transparent, and participatory management; and (iii) the setting up of suitable monitoring and evaluation systems adequate to supervise and, thereby, ensure the profitable performance of the financing mechanism and its accompanying institutional arrangements; 2. the strengthening of CORAF’s knowledge management, information and communication systems through: (i) the establishment of an efficient communication and information network system linking the Participating Countries; (ii) the upgrading of skills in information and communications technology and knowledge management, the consolidation of information available in various other data bases both at the national and sub-regional levels, and the provision to end-users of easy access to appropriate responses in real time; (iii) the development of a data base on agricultural research skills; and (iv) the carrying out of studies and the delivery of workshops to establish a food security hub for the Mano River Union; 3. the establishment of sub-regional regulations on genetic materials and agrochemicals through: (i) the development and adoption of regulations on fertilizer use and handling under preparation by ECOWAS which are harmonized with regulations of the other Participating Countries and the dissemination of the existing regulations on pesticide and genetic materials management; (ii) the evaluation of existing policies, rules and procedures on the exchange of technologies; and (iii) the delivery of workshops and seminars designed to ensure the participation of producers and agro-industrials in the formulation of regulations; 4. the establishment and/or strengthening of the national regulatory bodies to ensure the effective release of genetic materials, pesticides, and fertilizers and the management of intellectual property rights (IPR), through: (i) the revision, as necessary, of the Recipient’s procedures thereon in order to align them with sub- regional directives; (ii) the implementation of these procedures for the release, dissemination and adoption of new technologies, including the preparation and carrying out of a dissemination action plan; (iii) the documentation and the recording of the characteristics of technologies and the constitution of catalogues for proven and released technologies; (iv) the promotion of these technologies through various media; (v) the strengthening of the harmonization of procedures and analysis of IPR issues; and (vi) the promotion and the facilitation of access by non Participating Countries to improved technologies developed in the Participating Countries; and 5. the development by CORAF of a strategy to mainstream climate change considerations in research and development programs carried out by the Participating Countries, including: (i) the organization of a training program for researchers on climate change; (ii) the adoption of a screening tool for the CARG schemes to ensure research proposals take into account climate change issues;

  • Representatives of the Borrower; Addresses Section 7.01. The Minister of Economy and Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 7.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Minister of Economy and Finance Ministry of Economy and Finance Xxxxx Junin 319 Xxxx 0, Xxxx For the Bank: International Bank for Reconstruction and Development 0000 X Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Xxxxxx Xxxxxx of America Cable address: Telex: Xxxxxxxxxx, X.X. 00000 (FTCC) 64145 (WUI) or 197688 (TRT)

  • Representative of the Borrower; Addresses Section 7.01. The Minister of Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 7.02. The following addresses are specified for the purposes of Section

  • Seller Representative (a) The Sellers hereby appoint Xxxxxxx as the “Seller Representative.” The Seller Representative shall serve as representative of the Sellers with full power and authority to take all actions under this Agreement and the Ancillary Agreements solely on behalf of each of such Sellers. Each Seller by approval of this Agreement, hereby irrevocably appoints the Seller Representative as the agent, proxy and attorney-in-fact for such Seller for all purposes of this Agreement, including full power and authority on such Seller’s behalf (i) to execute and deliver on behalf of such Seller any waiver hereto, (ii) to take all other actions to be taken by or on behalf of such Seller in connection herewith, (iii) to negotiate, settle, compromise and otherwise handle all disputes under Section 2.6 and claims made under Sections 5.3 or Article 6 hereof, and (iv) to do each and every act and exercise any and all rights which such Seller or Sellers collectively are permitted or required to do or exercise under this Agreement or the Ancillary Agreements. Each Seller agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Seller Representative and shall survive the death, incapacity or bankruptcy of any Seller. Neither the Seller Representative nor any agent employed by it shall incur any liability to any Seller relating to the performance of its duties hereunder except for actions or omissions constituting fraud, gross negligence or willful misconduct. (b) The Seller Representative agrees that it shall not commence proceedings to liquidate, dissolve or wind up its affairs without providing to Buyer and each other Seller prior written notice of its intention to do so. Upon receipt of such notice, Buyer and the Seller Representative shall have the right, and hereby agree, to appoint a mutually acceptable substitute Person (which may or may not be a Seller) to act as “Seller Representative” hereunder with all rights, powers and authority to act on behalf of the Sellers as the initial Seller Representative has pursuant to this Section 7.1(b). (c) Any expenses or liabilities incurred by the Seller Representative in connection with the performance of its duties in such capacity under this Agreement or the Ancillary Agreements shall be reimbursed to the Seller Representative by the Sellers. The Seller Representative may from time to time submit invoices to the Sellers covering their Adjusted Pro Rata Portion of such expenses and/or liabilities and, upon the request of any Seller, shall provide such Seller with an accounting of all expenses paid. In addition to any other rights or remedies, the Seller Representative may, upon prior or contemporaneous written notice, offset any amounts determined by it to be owed by any Seller to the Seller Representative against any amounts to be paid to the Sellers. (d) Each Seller shall severally, but not jointly, based on their respective Adjusted Pro Rata Portion, indemnify and hold harmless, the Seller Representative from any and all losses, liabilities and expenses (including the reasonable fees and expenses of counsel) arising out of or in connection with the Seller Representative’s execution and performance (solely in its capacity as the Seller Representative and not in its capacity as a Seller) of this Agreement and the Ancillary Agreements, except for fraud or willful misconduct by the Seller Representative. This indemnification will survive the termination of this Agreement and the Ancillary Agreements. The Seller Representative may, in all questions arising under this Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Seller Representative in accordance with such advice, the Seller Representatives will not be liable to the Sellers. In no event will the Seller Representative (solely in its capacity as the Seller Representative and not in its capacity as a Seller) be liable hereunder or in connection herewith to any of the Sellers for any indirect, punitive, special or consequential damages. (e) Each Seller (including, in each case for purposes of this Section 7.1(e), the Seller Representative) agrees that Buyer and, following the Closing, LPT, shall be entitled to rely on any action taken by the Seller Representative, on behalf of each Seller (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. Each Seller agrees to pay, and to indemnify and hold harmless, each of the Buyer Parties from and against any Losses which they 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, any Seller. In addition, each Seller hereby releases and discharges Buyer and, following the Closing, LPT, from and against any Losses arising out of or in connection with the Seller Representative’s failure to distribute any amounts received by the Seller Representative on the Sellers’ behalf to the Sellers. Payment of all amounts paid by or on behalf of Buyer to the Seller Representative shall constitute payment by Buyer to each of the Sellers and satisfaction of the Buyer’s obligation to pay such amount hereunder (notwithstanding any withholding by the Seller Representative).

  • Owner’s Representatives 9.1.1 Owner designates the individual listed below as its Senior Representative (“Owner Senior Representative”), which individual has the authority and responsibility for avoiding and resolving disputes under Section 10.2 of the General Conditions: 9.1.2 Owner designates the individual listed below as its Owner’s Representative, which individual has the authority and responsibility set forth in Section 3.3 of the General Conditions:

  • Owner’s Representative Owner designates the individual listed below as its Owner’s Representative to provide direct interface with Construction Manager with respect to Owner’s responsibilities: Xxxxxxx Xxxxxx-Xxxxxx, Owner’s Project Manager.

  • Appointment of Borrower Representative (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

  • Sellers’ Representative By execution of this Agreement, the Sellers hereby irrevocably and unconditionally appoint Nephron Pharmaceuticals Corporation as the Sellers’ Representative of all Sellers, as the attorney-in-fact for and on behalf of each such Seller, and irrevocably agree that the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by it or by a Seller under this Agreement or any Transaction Documents to which the Sellers are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Buyer and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Documents, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. The Sellers’ Representative has authority and power to act on behalf of the Sellers with respect to this Agreement and the other Transaction Documents and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Buyer shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers.

  • Union Representative Visits The Union shall inform the Employer in advance whenever the designated representatives of the Union intend to visit the Employer’s premises for the purpose of conducting Union business. Such visits shall not interfere with the normal operations of the worksite. Reasonable accommodation will be made to allow the Presidents of the Unions to have access to union members to conduct union business.

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