Liability of Representative Sample Clauses

Liability of Representative. The Representative and its employees, agents and sub-contractors shall comply with all relevant provisions of this Agreement.
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Liability of Representative. You shall be under no liability (except for your own want of good faith and for obligations expressly assumed by you hereunder) for or in respect of: the validity or value of, or title to, any of the Securities; the form of, or the statements contained in, or the validity of, the Registration Statement, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, or any other letters or instruments executed by or on behalf of the Company, any Selling Securityholder or other persons; the form or validity of the Underwriting Agreement or this Agreement; the delivery of the Securities; the performance by the Company, the Selling Securityholders or others of any agreement on its or their part; or any matter in connection with any of the foregoing. Nothing in this Section 13, however, shall be deemed to relieve you from any liability imposed by the Act.
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Liability of Representative. Each Shareholder agrees that: (1) The Representative will not have any liability to any of the parties to this Agreement or any or all of the Shareholders for any act done or omitted under this Agreement as Representative while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith; and (2) The Shareholders will severally indemnify the Representative and hold them harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of their duties under this Agreement.
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Liability of Representative. Except as expressly stated herein, or as may arise under the Securities Act, the Representative will not be under any liability for, or in respect of: the validity or value of the Units; the form of, or the statements contained in, the Registration Statement, any Preliminary Prospectus, the Prospectus (or any amendments or supplements thereto), or any supplemental sales data or other letters or instruments executed by, or obtained from, the Company; the form or validity of the Underwriting Agreement, the Selected Dealer Agreement or this Agreement; the eligibility of the Units for sale under the laws of any state or jurisdiction; the delivery of the Units; the performance by the Company or others of any agreement on its or their part; or any matter in connection with any of the foregoing, except the Representative's own lack of good faith.
Sample 1
Liability of Representative. The Representative shall --------------------------- not have by reason of this Agreement a fiduciary relationship in respect of any Shareholder, except in respect of amounts received on behalf of such Shareholder. The Representative shall not be liable to any Shareholder for any action taken or omitted by him or any agent employed by him hereunder or under any other related document referred to herein, or in connection therewith, except that the Representative shall not be relieved of any liability imposed by law for gross negligence or willful misconduct. The Representative shall not be liable to the Shareholders for any apportionment or distribution of payments made by him in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Shareholder to whom payment was due, but not made, shall be to recover from the other Shareholders any payment in excess of the amount to which they are determined to have been entitled. The Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement.
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Liability of Representative. The Representative shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Representative’s gross negligence or willful misconduct was the primary cause of any loss to the Debtors. In no event shall Representative be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Representative has been advised of the likelihood of such loss or damage and regardless of the form of action. Representative shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Representative may consult legal counsel selected by the Representative in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of the Representative’s duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel. The Representative shall not be required to use the Representative’s own funds in the performance of any of the Representative’s obligations or duties or the exercise of any of its rights or powers, and shall not be required to take any action which, in the Representative’s sole and absolute judgment, could involve it in expense or liability unless furnished with security and indemnity which it deems, in its sole and absolute discretion, to be satisfactory. Notwithstanding anything herein to the contrary, nothing herein shall alter, limit or otherwise affect any of the releases, waivers, exculpation, or other protections from liability under the Plan for the benefit of any person, including the CRO, including in his capacity as the Representative.
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Liability of Representative. The Representative shall incur no liability with respect to any action taken or suffered by him in his capacity as Representative in reliance upon any note, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for other action or inaction except his own willful misconduct or gross negligence. The Representative may, in all questions arising under this Escrow Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Representative based on such advice, the Representative shall not be liable to anyone. The Representative shall be indemnified and saved harmless by the Acquiree Shareholders from all losses, costs and expenses which he may incur as a result of involvement in any legal proceedings arising from the performance of his duties hereunder.
Sample 1
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Liability of Representative. Each of the parties comprising the Shamir Group and the Xxxxxxxxx Group, undertake to indemnify and hold harmless immediately upon first demand, each in respect of and according to their portion of the Shares comprising their respective group, their respective representative in respect of any damage and/or loss and/or expense, which may be incurred by their respective representative as a result of and/or in connection with their position as representative, except on account of an act/omission that was committed by him with gross negligence and/or with malicious intent.
Sample 1

Related to Liability 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.

  • 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.

  • Authority of Representatives In all dealings hereunder, the Representatives of the Underwriters of the Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

  • 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.

  • 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.

  • 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.

  • 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.

  • Liability of Custodian The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in this Agreement and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.

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

  • Rights of Representation A grievant may be represented at all stages of the grievance by an Association representative(s).

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