Group Representative Sample Clauses

Group Representative. The Group shall appoint a Representative (“Representative”) and may appoint an Alternate Representative (“Alternate Representative”) each of whom shall have the authority to speak on behalf of the Group to the GWMA on decisions to be made by the Group. The Group shall inform the GWMA of the names of the Representative and Alternate Representative in writing. The GMWA may rely on written directions from either the Representative or the Alternate Representative. In the event of conflicting directions from the Representative and the Alternative Representative, the GWMA shall rely on the Representative’s direction.
Sample 1
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Group Representative. The XX0 XX/XX Group has selected as its Group Representative: Xxxx Xxxxxxx, P.E. Director, EHS Corporate Programs AGL Resources Xxx Xxxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxxxx.xxx The Group Representative shall have the authority to instruct the Escrow Agent on behalf of the Parties with respect to the Escrow and the duties of the Escrow Agent hereunder. The Group Representative shall supply the Escrow Agent with notarized signatures which shall be filed with the Escrow Agent’s records. From time to time the Group Representative may be changed by the XX0 XX/XX Group by submitting the name of the new person(s) who will be authorized to act as such Representative with notarized signatures in writing to the Escrow Agent. Unless the Group Representative discharges any of its duties hereunder in a grossly negligent manner or is guilty of willful misconduct with regards to its duties hereunder, each Party releases and indemnifies the Group Representative for all action taken in accordance with this XX0 XX/XX Escrow Agreement.
Sample 1
Group Representative. You must designate a group representative and provide us with their contact information at the time of booking. Typically the Group Representative will be the person booking the cruise but in some cases that person may assign these responsibilities to another member of their group or organization. The Group Representative or their assigneee agrees to coordinate with us and with the other members of your group regarding all aspects of your cruise, including distributing boarding passes, coordinating release and waiver forms and generally acting as your group’s communication hub. The Group Representative shall remain available to the crew of the vessel for communications at all times during the cruise. For all purposes, we may be consider communications with the Group Representative to be notice given to each passenger, expressly including any communications as to the propriety of any activity by you or other passengers. Only communications from the Group Representative will be deemed official notice from you as to any matter, expressly including any directive to alter any aspect of the cruise, such as a request to extend the cruise.
Sample 1
Group Representative. The Group’s initial Group Representative shall Dream Chaser’s (the “Group Representative”). If at any time the Group Representative is unable to serve as a Group Representative hereunder by reason of death, incapacity or otherwise, such Group Representative shall be removed and may be replaced with a successor Group Representative upon the majority vote of the holders of a majority of the Shares. In addition, (a) the Group Representative may be removed and a successor Group Representative may be appointed, (b) a successor Group Representative may be designated to take office automatically upon (1) the death of the Group Representative, or (2) the conviction of the Group Representative of a felony or any crime involving fraud, and (c) the Group Representative may appoint an alternate Group Representative as the Group Representative deems necessary, in each case, upon the majority vote of the holders of a majority of the Shares. Within three (3) months of removing and/or replacing the Group Representative, or appointing any alternate Group Representative, the new Group Representative shall send written notice to the Company of the person they have designated as the successor to such Group Representative or any alternate Group Representative. As a condition to becoming a Group Representative, the successor Group Representative must become a party to this Agreement by executing documentation reasonably satisfactory to the Stockholders (each successor Group Representative appointed pursuant to the terms of this Section 1 is referred to as a “Successor Group Representative,” and, collectively with the Initial Group Representative, are referred to as the “Group Representatives”). Each Group Representative xxxxxx accepts his or her appointment as such pursuant to the terms and conditions of this Agreement and agrees to administer the Group in accordance with the terms and conditions of this Agreement, unless and until replaced by a Successor Group Representative as herein provided.
Sample 1
Group Representative. The Orlando Participating Group has selected as its Group Representative: Xxxx Xxxxxxx, P.E. Managing Director – Environmental Services Southern Company Gas Xxx Xxxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx The Group Representative shall have the authority to instruct the Escrow Agent on behalf of the Parties with respect to the Escrow and the duties of the Escrow Agent hereunder. The Group Representative shall supply the Escrow Agent with notarized signatures which shall be filed with the Escrow Agent’s records. From time to time the Group Representative may be changed by the Orlando Participating Group by submitting the name of the new person who will be authorized to act as such Representative with notarized signatures in writing to the Escrow Agent. Unless the Group Representative discharges any of its duties hereunder in a grossly negligent manner or is guilty of willful misconduct with regards to its duties hereunder, each Party releases and indemnifies the Group Representative for all action taken in accordance with this Fifth Escrow Agreement. The indemnification provision in this Section 8 is made subject to the limitations of Section 768.28, Florida Statutes. The City is prohibited by the foregoing statute from entering into agreements which include an indemnification of other Parties. To the extent allowed by law, the City of Orlando assumes liability for its acts and omissions and the acts or omissions of the City’s officers, employees, receivers, trustees, agents, or assigns in carrying out the activities pursuant to the Fifth Participation Agreement and this Fifth Escrow Agreement. Nothing herein shall be construed to waive the City’s sovereign immunity. Nothing in this paragraph shall in any way diminish the liability of other members of the Orlando Participating Group under the provisions of this indemnity.
Sample 1

Related to Group Representative

  • Partnership Representative If the Issuer is classified as a partnership for U.S. federal income tax purposes, the Majority Equity Holder will (i) prepare and sign, on behalf of the Issuer, the tax returns of the Issuer and (ii) be designated as the partnership representative of the Issuer under Section 6223(a) of the Code to the extent allowed under the law.

  • Representative The employee, supervisor, or School Board may be represented during any step of the procedure by any person or agent designated by such party to act in his/her behalf.

  • Member Representative (a) Pursuant to the Deal Approval, and in any event upon the delivery (whether prior to the date of this Agreement or otherwise) of an executed Letter of Transmittal to Parent in accordance with this Agreement and without any further action on the part of any Member, each Member shall thereby, and each Management Seller or other Rollover Holdco Member and, solely with respect to the period prior to the consummation of the Closing, Rollover Holdco and each Acquired Entity does hereby, irrevocably appoint the Member Representative as the sole representative of such Member, Management Seller or other Rollover Holdco Member or, solely with respect to the period prior to the consummation of the Closing, Rollover Holdco and each Acquired Entity as the case may be (each, a “Represented Party”), to act as the agent and on behalf of such Represented Party regarding any matter relating to or under this Agreement, the Escrow Agreement, the Credit Agreement and the Letters of Transmittal (the “Represented Documents”) including for the purposes of (i) executing and delivering the Represented Documents (it being understood that no amendment thereto shall be made that by Law requires further approval by such Represented Party without such further approval), and taking all actions required or permitted to be taken under such Represented Documents, (ii) on behalf of the Members, (x) directing the Escrow Agent to make payment of the Escrow Funds in accordance with Section 2.14, Article 12 and the Escrow Agreement, (y) agreeing to, negotiating, entering into settlements and compromises of and complying with orders of courts and awards of arbitrators with respect to Section 2.14, Article 12 and the Escrow Agreement and (z) acting for the Members with regard to all matters pertaining to indemnification pursuant to Section 2.14, Article 12 and the Escrow Agreement, including the power to compromise any claim on behalf of the Members thereunder and to transact matters of litigation or other claims and to bring any Proceeding on behalf of the Members under Section 2.03(b)(iv), Article 12, Section 9.11 or Section 14.05, (iii) giving, receiving and forwarding all notices and communications required to be given or received by the Represented Parties under the Represented Documents and in connection with any of the Transactions, including receiving service of process in connection with any claims thereunder, (iv) engaging attorneys, accountants, financial and other advisors, paying agents and other Persons necessary or appropriate, in the sole discretion of the Member Representative in the performance of its duties under the Represented Documents, and authorizing and directing the disbursement of funds to pay the fees and expenses of such Persons (v) granting any consent, approval or waiver on behalf of the Members, the Management Sellers or other Rollover Holdco Member or, prior to the Closing, the Acquired Entities under this Agreement prior to, at and following the Closing (including pursuant to Section 14.02); and (vi) taking all actions or refraining from doing any further act or deed on its own behalf or on behalf of any Represented Party that the Member Representative deems necessary or appropriate in its discretion relating to the subject matter of the Represented Documents, as fully and completely as the Represented Parties could do if personally present. All decisions and actions by the Member Representative are binding upon all Represented Parties, and no Represented Party shall have the right to object, dissent, protest or otherwise contest the same. As the representative of the Represented Parties under this Agreement, the Member Representative shall act as the agent for all Represented Parties, shall have authority to bind each such Represented Party in accordance with this Agreement, and Parent may rely on such appointment and authority until the receipt of notice of the appointment of a successor in accordance with Section 14.14(d). Parent may conclusively rely upon, without independent verification or investigation, all decisions made by the Member Representative in connection with the Represented Documents in writing.

  • Shareholder Representative (A) By virtue of the approving this Agreement and accepting Merger Consideration, the Participating Shareholders appoint Eric Garfield as "SHAREHOLDER REPRESENTATIVE". The Shareholder Represexxxxxxx xxxx be agent and attorney-in-fact for and on behalf of each of the Participating Shareholders and shall have full power and authority to represent all of the Participating Shareholders and their successors with respect to all matters arising under this Agreement. All actions taken by the Shareholder Representative hereunder shall be binding upon all Participating Shareholders and their successors as if expressly confirmed and ratified in writing by each of them, including, but not limited to, resolving all claims relating the Escrow and any indemnification claims and obligations. The Shareholder Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the Participating Shareholders, as fully as if he were acting on his own behalf, including, without limitation, consenting to, compromising or settling issues with respect to the Escrow and all such indemnity claims with Parent under this Agreement, taking any and all other actions specified in or contemplated by this Agreement, and engaging counsel, or accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, the Shareholder Representative shall have full power and authority to interpret all the terms and provisions of this Agreement and to consent to any amendment hereof on behalf of all Participating Shareholders and such successors. The person designated to serve as the Shareholder Representative may be changed by the Participating Shareholders who are entitled to receive a majority of the Escrow when and if it becomes payable hereunder from time to time upon not less than ten days prior written notice to Parent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall receive no compensation for services but shall be entitled to be reimbursed by the Participating Shareholders for reasonable expenses incurred in the performance of his duties hereunder, including expenses of legal counsel. All such expenses shall be payable from the Escrow, if sufficient.

  • Purchaser Representative (a) Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Shih-Xxxxx Xxxx in the capacity as the Purchaser Representative, as its agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of Purchaser, to act on behalf of Purchaser from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnitee any indemnification claims by any of them in accordance with Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.4; (ii) making on behalf of Purchaser any determinations and taking all actions on their behalf relating to the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, release of the Earnout Escrow Property under Section 2.6, and any disputes with respect thereto (iii) acting on behalf of Purchaser under the Escrow Agreement; (iv) terminating, amending or waiving on behalf of Purchaser any provision of this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (v) signing on behalf of Purchaser any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser; (vi) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vii) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment or indemnification claim; and (viii) otherwise enforcing the rights and obligations of any Purchasers under this Agreement or any Ancillary Document which expressly contemplates that the Purchaser Representative will act on behalf of Purchaser, including giving and receiving all notices and communications hereunder or thereunder on behalf of Purchaser. All decisions and actions by the Purchaser Representative shall be binding upon Purchaser and its Subsidiaries, successors and assigns, and neither Purchaser nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 are irrevocable and coupled with an interest. The Purchaser Representative hereby accepts its appointment and authorization as the Purchaser Representative under this Agreement.

  • Stockholder Representative (a) The Company (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative.

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