Indemnification Committee Sample Clauses

Indemnification Committee. In order to administer efficiently the ------------------------- determination of certain matters under this Agreement, including, without limitation, the pursuit of any rights or remedies hereunder and the defense and/or settlement of any claims for which the Shareholders may be required to indemnify Purchaser pursuant to Article XIII hereof, and by virtue of their approval of this Agreement, the Asset Sale, the Charter Amendment and the Dissolution, the Shareholders shall appoint pursuant to the terms of the Investor Representation Statements, Xxxx Xxx, Xxxxxxx Xx and Xxxx Xxxx as an Indemnification Committee (the "Indemnification Committee") and by execution of this Agreement, each member of the Indemnification Committee so appointed hereby accepts such appointment.
Sample 1
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Indemnification Committee. The Indemnification Committee will ------------------------- not be entitled to receive any compensation from Vertel or the Holders in connection with this Agreement. Any fees and expenses incurred by the Indemnification Committee in connection with actions taken pursuant to the terms of the Escrow Provisions will be paid by the Holders.
Sample 1
Indemnification Committee. All of the parties hereto acknowledge ------------------------- and agree that any act or decision of a majority of the members of the Indemnification Committee shall be deemed to be the act or decision of the Indemnification Committee and the Depository Agent shall accept as the instructions of the Indemnification Committee any written instructions executed by a majority of the members of the Indemnification Committee.
Sample 1
Indemnification Committee. Each Shareholder hereby authorizes and ------------------------- empowers the members of the Indemnification Committee to act on its behalf with respect to indemnification of Purchaser pursuant to Article XIII of the Reorganization Agreement and with respect to the registration rights granted to certain Shareholders pursuant to Section 4.3 of the Reorganization Agreement. The Indemnification Committee is hereby empowered by each Shareholder to give and receive notices and communications, to authorize and approve any and all actions related to the indemnification matters and the registration rights, including, without limitation, agreeing to settlements, compromises, and agreements to arbitrate (including awards granted therein), extensions of time regarding registration and to take any and all actions necessary or appropriate in the judgment of the Indemnification Committee for the accomplishment of the foregoing. A decision by the Indemnification Committee shall constitute a decision of all of the Shareholders, and shall be final, binding and conclusive on each of them. Purchaser and the Depository Agent may rely upon any act, decision, consent or instruction of the Indemnification Committee as being the act, decision, consent or instruction of each and all of the Shareholders; and Purchaser and Depository Agent are relieved from any liability to any person for any acts done by them in accordance with any act, decision, consent or instruction of the Indemnification Committee. The Indemnification Committee is hereby empowered to amend or modify this Agreement on behalf of the Shareholders, provided that Purchaser agrees in writing to any such amendment or modification. The Indemnification Committee shall not be liable to the Shareholders for any act done or omitted hereunder while acting in good faith and in the exercise of reasonable judgment.
Sample 1
Indemnification Committee. The indemnification committee of the Board (the “Indemnification Committee”) shall (i) be responsible for the administration and approval of any Deep Dish Indemnity Issuance or Thin Crust Indemnity Issuance (each as defined in the Reorganization Agreement), pursuant to and in accordance with Section 9.5 of the Reorganization Agreement (each, an “Indemnity Issuance”), and for approving each Indemnity Issuance in accordance with the terms of Section 9.5 of the Reorganization Agreement and (ii) be comprised of the three (3) Independent Directors.
Sample 1

Related to Indemnification Committee

  • Joint Remediation Committee If the Sellers (acting reasonably) determine that the Purchasers have committed a Major Default, then, at the election of the Sellers, within three (3) Business Days of the Sellers providing the Purchasers written notice of such determination, the Sellers and the Purchasers shall establish a joint remediation committee of designated executives from the Sellers and the Purchasers (“Joint Remediation Committee”) consisting of three (3) members of each of the Sellers and the Purchasers. The Joint Remediation Committee shall be responsible for overseeing the development of a mutually agreeable plan in accordance with subsection 3 below to either (i) remediate any breaches giving rise to the Major Default to the extent such breaches can be remediated and/or (ii) prevent similar breaches from recurring in the future (clauses (i) and (ii), a “Corrective Action Plan”). Each member of the Joint Remediation Committee shall have sufficient authority on the part of his or her respective party to make decisions relating to matters reviewed by the Joint Remediation Committee, and shall be approved by the other party (such approval not to be unreasonably delayed, conditioned or withheld). The Joint Remediation Committee shall have access to Purchaser Personnel that are primarily responsible for the area of the business relationship (such as information technology, data security or regulatory) where the breaches giving rise to the Major Default arise (such Purchaser Personnel, collectively, the “Subject Matter Experts”). The Sellers and the Purchasers shall cause their respective members on the Joint Remediation Committee to, and the Purchasers shall cause the Subject Matter Experts to, act in good faith in connection with the development of the Corrective Action Plan.

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Advisory Committee The Settling State shall designate an Opioid Settlement Remediation Advisory Committee (the “Advisory Committee”) to provide input and recommendations regarding remediation spending from that Settling State’s Abatement Accounts Fund. A Settling State may elect to use an existing advisory committee or similar entity (created outside of a State-Subdivision Agreement or Allocation Statute); provided, however, the Advisory Committee or similar entity shall meet the following requirements: (i) Written guidelines that establish the formation and composition of the Advisory Committee, terms of service for members, contingency for removal or resignation of members, a schedule of meetings, and any other administrative details; (ii) Composition that includes at least an equal number of local representatives as state representatives; (iii) A process for receiving input from Subdivisions and other communities regarding how the opioid crisis is affecting their communities, their abatement needs, and proposals for abatement strategies and responses; and (iv) A process by which Advisory Committee recommendations for expenditures for Opioid Remediation will be made to and considered by the appropriate state agencies.

  • Nurse Representatives & Grievance Committee (a) The Hospital agrees to recognize Association representatives to be elected or appointed from amongst nurses in the bargaining unit for the purpose of dealing with Association business as provided in this Collective Agreement. The number of representatives and the areas which they represent are set out in the Appendix of Local Provisions. (b) The Hospital will recognize a Grievance Committee, one of whom shall be chair. This committee shall operate and conduct itself in accordance with the provisions of the Collective Agreement and the number of nurses on the Grievance Committee is set out in the Appendix of Local Provisions. (c) It is agreed that Union representatives and members of the Grievance Committee have their regular duties and responsibilities to perform for the Hospital and shall not leave their regular duties without first obtaining permission from their immediate supervisor. Such permission shall not be unreasonably withheld. If, in the performance of their duties, a union representative or member of the Grievance Committee is required to enter a unit within the hospital in which they are not ordinarily employed they shall, immediately upon entering such unit, report their presence to the supervisor or nurse in charge, as the case may be. When resuming their regular duties and responsibilities, such representatives shall again report to their immediate supervisor. The Hospital agrees to pay for all time spent during their regular hours by such representatives hereunder.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

  • Mandate of the Committee The mandate of the Education Worker Diverse and Inclusive Workforce Committee is to jointly explore and identify best practices that support diversity, equity, inclusion and to xxxxxx diverse and inclusive workforces reflective of Ontario’s diverse communities.

  • Benefits Committee As per LOA#10, a benefits committee comprised of the employee representatives and the employer representatives, including the Crown, shall convene upon request to address all matters that may arise in the operation of the OSSTF ELHT.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum.

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