Designation of Representative; Indemnification of Representative Sample Clauses

Designation of Representative; Indemnification of Representative. (a) Each Seller hereby designates Hicks, Muse, Xxxx & Xxxxx Incorporated and Xxxxxx X. Xxxxx, jointly and acting in unison, as representative (the "Representative") to act on behalf of the Sellers as contemplated or provided herein. Buyer shall be entitled to rely upon instructions from the Representative (signed by both parties comprising the Representative) with respect to (i) the payment of the Estimated Recapitalization Proceeds as provided for in Section 2.8(b) hereof, (ii) any payment of an increase in the Net Acquisition Purchase Price in excess of the Estimated Pre-Closing Net Acquisition Purchase Price as provided for in Section 2.6(e)(i) hereof, (iii) the payment of any Costs on behalf of the Sellers and (iv) the allocation among Sellers of the Recapitalization Proceeds in accordance with the terms hereof. Each Seller hereby appoints the Representative as its agent for purposes of clauses (i) through (iv) of the preceding sentence, including the receipt of any payments due from Buyer to the Sellers hereunder or related hereto. Each Seller hereby agrees that, prior to distribution of the Recapitalization Proceeds by the Representative, the Representative is hereby instructed to pay all amounts, if any, owed to Holdings in respect of any decrease in the Net Acquisition Purchase Price as provided for in Section 2.6(e)(ii) hereof. In addition, the Representative is hereby instructed to pay all costs, fees, expenses and Liabilities of the Sellers hereunder, which amount shall include any professional fees and expenses which Representative reasonably determines to be necessary or advisable ("Costs"), and, if in the reasonable judgment of the Representative a reserve for future Costs is necessary or appropriate, to establish an appropriate reserve for such Costs and place an amount in cash equal to any such reserve(s) in an interest-bearing account for the benefit of the Sellers to meet future Costs (the "Reserve"). Following payment of such sums, the Representative is hereby instructed to deliver to each Seller his or its share of the remaining Recapitalization Proceeds pro rata as his or her interests may appear in accordance with Exhibit A attached hereto. Each Seller who is an Option holder acknowledges and agrees that any distribution to such Seller of his or its portion of the Recapitalization Proceeds set forth on Exhibit A shall be net of the exercise price of each of such Seller's Options, and applicable federal and state withholding taxes. At ...
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Related to Designation of Representative; Indemnification of Representative

  • Termination of Representative The services of a Representative may be terminated at any time by the affirmative vote of Holders holding a majority of the Notes, measured by the outstanding principal amount with respect to each such Note, but only if they simultaneously appoint a replacement Representative.

  • Resignation of Representative A Representative may resign at any time by giving notice to the Company and all of the Holders of the Notes at least thirty (30) days before such resignation is to become effective. Upon the resignation of a Representative, a replacement shall be selected by the affirmative vote of Holders holding a majority of the Notes, measured by outstanding principal amount. If such Holders have not selected a replacement Representative within sixty (60) days following the effective date of the resignation, then Portal may, at any time, by giving notice to the Company and all of the Holders, designate a replacement Representative who shall not be related to or affiliated with Portal or the Company.

  • Designation of Representatives 9.2.1 TxDOT and DB Contractor shall each designate Authorized Representative(s) who shall be authorized to make decisions and bind the Parties on matters relating to the Contract Documents. Exhibit 19 hereto provides the initial Authorized Representative designations. Such designations may be changed by a subsequent writing delivered to the other Party in accordance with Section 9.1. 9.2.2 The Parties may also designate technical representatives who shall be authorized to investigate and report on matters relating to the administration, design and construction of the Project and negotiate on behalf of each of the Parties, but who do not have authority to bind TxDOT or DB Contractor.

  • Appointment of Representative (a) Selection Upon the occurrence of an Event of Default, a single representative shall be appointed to represent all of the Holders (the “Representative”). The Representative (i) may, but need not, be a Holder; (ii) shall not be affiliated with or related to the Company; and (iii) shall be selected by the Holders as follows: 1. For a period of up to twenty (20) business days following the Notice of Default, the Holders shall confer among themselves as to the appointment of a Representative. 2. If at any time during such twenty (20) day period, the Holders of a majority of the Notes, measured by the original Principal Amount of each such Note (a “Majority”), agree as to the appointment of a Representative, that person shall be the Representative.

  • Appointment of Representatives 11.01 The Employer acknowledges the right of the Union to appoint employees as Union Representatives. The Union will provide the Employer with the names of all Union Representatives within a reasonable period. 11.02 The Union shall determine the jurisdiction of each Union Representative, having regard to the plan of organization, the distribution of employees at the workplace and the administrative structure implied by the grievance procedure covered by this Agreement.

  • Selection of Representatives a) Each central party and the Crown shall select its own representatives to the Committee.

  • 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.

  • Reaffirmation of Representations The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Credit Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

  • Indemnification of Receiver and Corporation From and after Bank Closing, the Assuming Institution agrees to indemnify and hold harmless the Corporation and the Receiver and their respective directors, officers, employees and agents from and against any and all costs, losses, liabilities, expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any of the following: (a) claims based on any and all liabilities or obligations of the Failed Bank assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution, whether or not any such liabilities subsequently are sold and/or transferred, other than any claim based upon any action or inaction of any Indemnitee as provided in paragraph (7) or (8) of Section 12.1(a); and (b) claims based on any act or omission of any Indemnitee (including but not limited to claims of any Person claiming any right or title by or through the Assuming Institution with respect to Assets transferred to the Receiver pursuant to Section 3.4 or 3.6), other than any action or inaction of any Indemnitee as provided in paragraph (7) or (8) of Section 12.1(a).

  • Letter of Representations Notwithstanding anything to the contrary in this Indenture or the Series Supplement, the parties hereto shall comply with the terms of each Letter of Representations applicable to such party.

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