Common use of Determinations and Group Actions Generally Clause in Contracts

Determinations and Group Actions Generally. (a) Unless otherwise expressly provided herein, all decisions and determinations (including any decision as to whether to give any consent or approval) required or permitted to be made hereunder by any one or more Persons (including any party or parties to this Agreement) shall be made by such Person or Persons in its or their sole discretion. Any notice, consent, approval or other decision by or on behalf of either Group or required or permitted by this Agreement shall be effective if expressed in a writing which is either (i) executed by a member or members of such Group that Beneficially Own issued and outstanding TCI High Vote Shares equal to at least a majority of the aggregate number of all issued and outstanding TCI High Vote Shares Beneficially Owned by all members of such Group collectively, or (ii) in the case of the Xxxxxxx Group, executed by the Xxxxxxx Group Representative or (iii) in the case of the Xxxxxx Group, executed by JCM, and in any such case the parties to this Agreement may assume that such member or members, the Xxxxxxx Group Representative or JCM, as the case may be, has the power and authority to do so and may rely conclusively on such writing as expressing the action of the Xxxxxxx Group or the Xxxxxx Group, as the case may be. JCM shall not be liable, in damages or otherwise, to any party to this Agreement, any Company, any of the Affiliates, stockholders, directors, officers, employees or agents of any such Person or to any other Person for or by reason of any action or omission in his capacity as the representative of the Xxxxxx Group. No Xxxxxxx Group Representative shall be liable, in damages or otherwise, to any party to this Agreement, any Company, any of the Affiliates, stockholders, directors, officers, employees or agents of any such Person or to any other Person for or by reason of any action or omission in his capacity as the Xxxxxxx Group Representative unless such act or failure to act was not within the scope of the authority or discretion conferred on the Xxxxxxx Group Representative by this Agreement. (b) The Xxxxxxx Group may designate any of its members as the Xxxxxxx Group Representative by written notice of such designation (and containing such representatives address for notices and other communications) delivered to TCI and JCM. In the event of the death, incapacity or removal of the Person serving as the Xxxxxxx Group Representative, the Xxxxxxx Group shall promptly designate a successor. Pending such designation, each party to this Agreement shall be entitled to treat as the Xxxxxxx Group Representative the member of the Xxxxxxx Group who holds of record the greatest number of TCI High Vote Shares. (c) Unless otherwise expressly provided in this Agreement, this Agreement is not intended to create any "group" obligations or liabilities; the obligations and liabilities of the members of each Group shall be several and not joint; and no member of either Group or nor any other party hereto or Person referred to herein shall have any obligation or liability for the obligations or liabilities of any other member of such Group, any other party or any other Person. Without limiting the generality of the foregoing, unless otherwise expressly provided in this Agreement, if any member of either Group becomes obligated to purchase, sell or vote any shares of capital stock or other securities pursuant to this Agreement, such obligation shall be solely the individual obligation of such member. Each party shall be separately and independently entitled to rely on the representations and warranties of each other party made to in this Agreement and to the benefit of all agreements, covenants, obligations and commitments of each other party made with or to such party or the Group of which such party is a member. (d) No member of either Group who acquires any shares of capital stock or other securities from any member of the other Group shall be or become a member of such other Group unless otherwise agreed in writing by such acquiring member, JCM and the Xxxxxxx Representative.

Determinations and Group Actions Generally. (a) Unless otherwise expressly provided herein, all decisions and determinations (including any decision as to whether to give any consent or approval) required or permitted to EXHIBIT 7(M) be made hereunder by any one or more Persons (including any party or parties to this Agreement) shall be made by such Person or Persons in its or their sole discretion. Any notice, consent, approval or other decision by or on behalf of either Group or required or permitted by this Agreement shall be effective if expressed in a writing which is either (i) executed by a member or members of such Group that Beneficially Own issued and outstanding TCI High Vote Shares equal to at least a majority of the aggregate number of all issued and outstanding TCI High Vote Shares Beneficially Owned by all members of such Group collectively, or (ii) in the case of the Xxxxxxx Group, executed by the Xxxxxxx Group Representative or (iii) in the case of the Xxxxxx Group, executed by JCM, and in any such case the parties to this Agreement may assume that such member or members, the Xxxxxxx Group Representative or JCM, as the case may be, has the power and authority to do so and may rely conclusively on such writing as expressing the action of the Xxxxxxx Group or the Xxxxxx Group, as the case may be. JCM shall not be liable, in damages or otherwise, to any party to this Agreement, any Company, any of the Affiliates, stockholders, directors, officers, employees or agents of any such Person or to any other Person for or by reason of any action or omission in his capacity as the representative of the Xxxxxx Group. No Xxxxxxx Group Representative shall be liable, in damages or otherwise, to any party to this Agreement, any Company, any of the Affiliates, stockholders, directors, officers, employees or agents of any such Person or to any other Person for or by reason of any action or omission in his capacity as the Xxxxxxx Group Representative unless such act or failure to act was not within the scope of the authority or discretion conferred on the Xxxxxxx Group Representative by this Agreement. (b) The Xxxxxxx Group may designate any of its members as the Xxxxxxx Group Representative by written notice of such designation (and containing such representatives address for notices and other communications) delivered to TCI and JCM. In the event of the death, incapacity or removal of the Person serving as the Xxxxxxx Group Representative, the Xxxxxxx Group shall promptly designate a successor. Pending such designation, each party to this Agreement shall be entitled to treat as the Xxxxxxx Group Representative the member of the Xxxxxxx Group who holds of record the greatest number of TCI High Vote Shares. (c) Unless otherwise expressly provided in this Agreement, this Agreement is not intended to create any "group" obligations or liabilities; the obligations and liabilities of the members of each Group shall be several and not joint; and no member of either Group or nor any other party hereto or Person referred to herein shall have any obligation or liability for the obligations or liabilities of any other member of such Group, any other party or any other Person. Without limiting the generality of the foregoing, unless otherwise expressly provided in this Agreement, if any member of either Group becomes obligated to purchase, sell or vote any shares of capital stock or other securities pursuant to this Agreement, such obligation shall be solely the individual obligation of such member. Each party shall be separately and independently entitled to rely on the representations and warranties of each other party made to in this Agreement and to the benefit of all agreements, covenants, obligations and commitments EXHIBIT 7(M) of each other party made with or to such party or the Group of which such party is a member. (d) No member of either Group who acquires any shares of capital stock or other securities from any member of the other Group shall be or become a member of such other Group unless otherwise agreed in writing by such acquiring member, JCM and the Xxxxxxx Representative.

Determinations and Group Actions Generally. (a) Unless otherwise expressly provided herein, all decisions and determinations (including any decision as to whether to give any consent or approval) required or permitted to be made hereunder by any one or more Persons (including any party or parties to this Agreement) shall be made by such Person or Persons in its or their sole discretion. Any notice, consent, approval or other decision by or on behalf of either Group or required or permitted by this Agreement shall be effective if expressed in a writing which is either (i) executed by a member or members of such Group that Beneficially Own issued and outstanding TCI High Vote Shares equal to at least a majority of the aggregate number of all issued and outstanding TCI High Vote Shares Beneficially Owned by all members of such Group collectively, or (ii) in the case of the Xxxxxxx Group, executed by the Xxxxxxx Group Representative or (iii) in the case of the Xxxxxx Group, executed by JCM, and in any such case the parties to this Agreement may assume that such member or members, the Xxxxxxx Group Representative or JCM, as the case may be, has the power and authority to do so and may rely conclusively on such writing as expressing the action of the Xxxxxxx Group or the Xxxxxx Group, as the case may be. JCM shall not be liable, in damages or otherwise, to any party to this Agreement, any Company, any of the Affiliates, stockholders, directors, officers, employees or agents of any such Person or to any other Person for or by reason of any action or omission in his capacity as the representative of the Xxxxxx Group. No Xxxxxxx Group Representative shall be liable, in damages or otherwise, to any party to this Agreement, any Company, any of the Affiliates, stockholders, directors, officers, employees or agents of any such Person or to any other Person for or by reason of any action or omission in his capacity as the Xxxxxxx Group Representative unless such act or failure to act was not within the scope of the authority or discretion conferred on the Xxxxxxx Group Representative by this Agreement.16 (b) The Xxxxxxx Group may designate any of its members as the Xxxxxxx Group Representative by written notice of such designation (and containing such representatives address for notices and other communications) delivered to TCI and JCM. In the event of the death, incapacity or removal of the Person serving as the Xxxxxxx Group Representative, the Xxxxxxx Group shall promptly designate a successor. Pending such designation, each party to this Agreement shall be entitled to treat as the Xxxxxxx Group Representative the member of the Xxxxxxx Group who holds of record the greatest number of TCI High Vote Shares. (c) Unless otherwise expressly provided in this Agreement, this Agreement is not intended to create any "group" obligations or liabilities; the obligations and liabilities of the members of each Group shall be several and not joint; and no member of either Group or nor any other party hereto or Person referred to herein shall have any obligation or liability for the obligations or liabilities of any other member of such Group, any other party or any other Person. Without limiting the generality of the foregoing, unless otherwise expressly provided in this Agreement, if any member of either Group becomes obligated to purchase, sell or vote any shares of capital stock or other securities pursuant to this Agreement, such obligation shall be solely the individual obligation of such member. Each party shall be separately and independently entitled to rely on the representations and warranties of each other party made to in this Agreement and to the benefit of all agreements, covenants, obligations and commitments of each other party made with or to such party or the Group of which such party is a member. (d) No member of either Group who acquires any shares of capital stock or other securities from any member of the other Group shall be or become a member of such other Group unless otherwise agreed in writing by such acquiring member, JCM and the Xxxxxxx Representative.