Holder Representative. Each Holder and each Permitted Transferee hereby constitutes and appoints Ceridian, as the Holder Representative, as his, her, or its true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.3 of this Agreement, and (iv) to communicate to Parent any elections of the Holders or the Permitted Transferees with respect to the registration rights provided for in ARTICLE IV hereof. The Holder Representative may take all actions necessary or appropriate in the judgment of the Holder Representative for the accomplishment of any of the foregoing, each Holder and Permitted Transferee agreeing to be fully bound by the acts, decisions and agreements of the Holder Representative taken and done pursuant to the authority herein granted. The Holder Representative shall not be liable, responsible or accountable in damages or otherwise to the Holders for any loss or damage incurred by reason of any act or failure to act by the Holder Representative, and each Holder and Permitted Transferee shall jointly and severally indemnify and hold harmless the Holder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Holder Representative. In the event that the Holder Representative resigns, liquidates, dissolves or becomes unable to perform its functions hereunder, the Holders and the Permitted Transferees shall promptly select an alternate person to serve as the Holder Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Holder Representative as being the decision, act, consent, notice or instruction of each of and all of the Holders and the Permitted Transferees. Parent is hereby relieved from any liability to any Person, including the Holders and any Permitted Transferee, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Holder Representative. All notices or other communications required to be made or delivered by Parent to the Holders or the Permitted Transferees shall be made to the Holder Represen...
Holder Representative. (a) The Holder Representative shall have and may exercise all of the powers conferred upon him or her it pursuant to this Agreement, which shall include:
(i) The power to execute any agreement or instrument in connection with the transactions contemplated hereby for and on behalf of the Indemnifying Parties;
(ii) The power to give or receive any notice or instruction permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, to be given or received by any Indemnifying Parties, and each of them (other than notice for service of process relating to any claim, suit or proceeding before a court or other tribunal of competent jurisdiction, which notice must be given to each Indemnifying Party individually, as applicable), and to take any and all action for and on behalf of the Indemnifying Parties, and each of them, under this Agreement or any other such agreement, document or instrument;
(iii) The power (subject to the provisions of this Agreement) to contest, negotiate, defend, compromise or settle any claims for indemnification under this Agreement for which an Indemnified Party may be entitled to indemnification, through counsel selected by the Holder Representative and solely at the cost, risk and expense of the Indemnifying Parties, authorize payment to any Indemnified Party hereunder, or any portion thereof, in satisfaction of any claims for indemnification under this Agreement, agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims for indemnification under this Agreement, resolve any claims for indemnification under this Agreement, take any actions in connection with the resolution of any dispute relating hereto or to the transactions contemplated hereby by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Indemnifying Party or necessary in the judgment of the Holder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement;
(iv) The power to consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnifying Parties;
(v) The power to review, negotiate and agree to and authorize any payments in accordance with this Agreement in satisfaction of any payment obl...
Holder Representative. The Holders hereby irrevocably appoint the Holder Representative as the representative, attorney-in-fact and agent of the Holders for all purposes in connection with the transactions contemplated by this Agreement and any other matters ancillary hereto and in any litigation or arbitration involving this Agreement, the CVR or the matters contemplated hereby. In connection therewith, the Holder Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Holder Representative shall deem necessary or appropriate, and shall have the power and authority to take such actions and have such rights, roles and responsibilities, and the rights of Holders to act other than through the Holder Representative shall be so limited, in each case by application of the provisions of Section 3.9 of the Merger Agreement with respect to the Company Stockholder Representative to the Holder Representative under this Agreement, the CVR and the matters contemplated hereby, mutatis mutandis.
Holder Representative. Notwithstanding anything contained herein to the contrary, in no event shall the Holder Representative be required to perform any obligation under this Agreement absent the prior written directions of the Consenting Holders.
Holder Representative. The Holders hereby appoint Obsidian, LLC as the Holders’ exclusive agent to act on the Holders’ behalf with respect to the matters specified in this Article V. Such representative, or such other representative as the Holders may appoint from time to time to replace Obsidian, LLC, is hereinafter referred to as the “Holder Representative.” The Holder Representative shall take any and all actions which the Holder Representative believes are necessary or appropriate under this Agreement for and on behalf of the Holders as fully as if the Holders were acting on their own behalf, including, without limitation, making the deliveries referred to in Sections 1.2 and 1.5(a) and taking any and all other actions specified in or contemplated by this Agreement to be taken by the Holders prior to, on or after the Closing Date, approving amendments to or waivers under this Agreement, receiving notice of and defending any claims pursuant to this Agreement, giving notice of and asserting any claims pursuant to this Agreement, consenting to, compromising or settling claims made pursuant to this Agreement, and engaging counsel, accountants or other representatives in connection with the foregoing matters. The Company shall have the right to rely upon all actions taken or omitted to be taken by the Holder Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon each of the Holders.
Holder Representative. The Controlling Note Holder Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. No Servicer, Operating Advisor, Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified each Servicer, Operating Advisor, Trustee and Certificate Administrator of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides each Servicer, Operating Advisor, Trustee, Asset Representations Reviewer and Certificate Administrator with written confirmation of its acceptance of such appointment, an address and facsimile number for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver such information to each Servicer, Operating Advisor, Asset Representations Reviewer, Trustee and Certificate Administrator. So long as no Consultation Termination Event is in effect pursuant to the terms of the Lead Servicing Agreement, the Controlling Note Holder Representative shall be the Lead Securitization Subordinate Class Representative.
Holder Representative. By voting in favor of the adoption of this Agreement, approving the principal terms of the Merger, executing and delivering their respective Transmittal Documents, or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Seller shall be deemed to have approved the designation of, and hereby designates and ratifies, KHR Physio, LLC, a Delaware limited liability company, as the representative, agent and attorney-in-fact of each Seller (the “Holder Representative”) under the terms of this Agreement. The Holder Representative shall have the right to resign, or may be removed or replaced, on thirty (30) days advance notice to the Company, Buyer and the Escrow Agent; provided, that the Holder Representative may not be removed or replaced unless Sellers representing at least a majority of the Pro Rata Portions consent in writing to such removal or replacement and the identity of the substituted representative. A vacancy in the position of Holder Representative may be filled by written consent of Sellers representing at least a majority of the Pro Rata Portions. Notwithstanding anything to the contrary in Section 10.5 or in this Section 9.1, the Holder Representative may not assign this Agreement other than to an Affiliate of such Holder Representative.
Holder Representative. For purposes of receiving notices or other documents pursuant to this Section 6, the Holders hereby appoint Lxxxxx & Wxxxxxx to act as a representative of the Holders, with the full right and authority to receive such notices or other documents pursuant to this Section 6, on behalf of the Holders.
Holder Representative. Each of the Holders hereby appoints the Seller to be the representative (the “Stockholder Representative”) of the Holders following the Closing Date in any manner arising out of this Agreement. For any matter in which the Company is entitled to rely on or otherwise deal with the Holders, the Company shall be entitled to communicate solely with the Stockholder Representative and shall be entitled to rely on any such communication as being the desire and will of each of the Holders. Notice delivered to the Stockholder Representative in accordance with Section 5.4 hereof shall be deemed to be notice to all of the Holders for all purposes.
Holder Representative. By virtue of the approval of the Merger by the stockholders of the Company, the Holders are deemed to have acknowledged their agreement to be bound by this Article X, and hereby appoint TC Group, L.L.C. as the representative to act on behalf of the Holders for certain limited purposes, as specified herein (the “Holder Representative ”). The Holders hereby grant the Holder Representative a power of attorney to act on their behalf in connection with the transactions contemplated by this Agreement, including executing documents, making all elections and decisions to be made by the Holders in connection with the Merger, both prior to and following the Closing Date, retaining a portion of the Merger Consideration necessary to pay fees and expenses, giving and receiving notices on behalf of the Holders and otherwise exercising all rights of the Holders on their behalf.
