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 a...
Member Representative. Any Member that is not an individual may, by giving written notice to the Company, designate and appoint one or more individuals to act as the representative of the Member for all purposes related to the Company, including for purposes of participation of the Member in all meetings of the Members, the voting of the Units of the Member, the execution of any written consent or written action evidencing action of the Members taken without a meeting, and the giving of a proxy by the Member. A Member may change the identity of any of the Member's representatives at any time and from time to time, but shall provide written notice thereof to the Chairman, the President or the Secretary, with any such notice to only be effective upon receipt by the Chairman, the President or the Secretary. Any action taken by any individual who has been designated by a Member pursuant to this Section shall be binding upon such Member and may be relied upon, and acted on, by the Company, the Directors and all of the Members, without inquiry to, or confirmation from, such Member or any other individual who has been designated by the Member pursuant to this Section.
Member Representative. (a) As of the date hereof, Xxxxx Xxxxxxxxxxx shall be constituted and appointed as agent and attorney-in-fact (the "Member Representative") for and on behalf of each of the Members to give and receive notices and communications, to 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 claims, and to take all actions necessary or appropriate in the judgment of the Member Representative for the accomplishment of the foregoing. Such agency may be changed (whether pursuant to vacancy, removal or resignation) by the vote of a majority of the Members from time to time upon not less than thirty (30) days prior written notice to Parent. No bond shall be required of the Member Representative, and the Member Representative shall receive no compensation for its services, except for payment by the Members of expenses, including fees of counsel, reasonably incurred by the Member Representative in connection with the performance of its duties hereunder.
(b) The Member Representative shall not be liable for any act done or omitted hereunder as Member Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Members shall severally indemnify the Member Representative and hold such agent harmless against any loss, liability or expense incurred without bad faith on the part of the Member Representative and arising out of or in connection with the acceptance or administration of the Member Representative's duties hereunder.
(c) A decision, act, consent or instruction of the Member Representative shall constitute a decision of all Members and shall be final, binding and conclusive upon each Member, and Parent may rely upon any decision, act, consent or instruction of the Member Representative taken in such manner as being the decision, act, consent or instruction of each and every Member. Parent is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Member Representative.
Member Representative. (a) Members hereby agree that the Member Representative is hereby appointed as agent and attorney-in-fact for each Member, for and on behalf of the Members, to give and receive notices and communications, to authorize delivery to Parent of funds from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to 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, and to take all actions necessary or appropriate in the judgment of the Member Representative for the accomplishment of the foregoing. Such agency may be changed by the Members from time to time upon not less than thirty (30) days prior written notice to Parent and the Escrow Agent; provided, however, that the Member Representative may not be removed unless holders of a majority in interest in the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Member Representative may be filled by approval of the holders of a majority in interest in the Escrow Fund. No bond shall be required of the Member Representative, and the Member Representative shall not receive compensation for his or her services. Notices or communications to or from the Member Representative shall constitute notice to or from each of the Members.
(b) The Member Representative shall at all times act in his capacity as Member Representative in a manner that the Member Representative believes to be in the best interest of the Members. The Member Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable to the Members for any action taken or omitted to be taken in good faith by him in accordance with the advice of such counsel, accountants or experts. The Member Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement.
Member Representative. That person who is an elected official, employee, or other person designated in writing by a Member as its representative or alternate to the Pool.
Member Representative. Any Member that is not an individual shall designate and appoint one individual to act as the exclusive representative of the Member for all purposes related to the Company, including, without limitation, for purposes of participation of the Member in all meetings of the Members, the voting of the Units of the Member and the execution of any written consent evidencing action of the Members taken without a meeting. A Member may change the identity of the Member’s representative at any time and from time to time, in the Member’s sole discretion, but shall provide written notice thereof to the Company.
Member Representative. With respect to the matters for which the Members are obligated to provide or are entitled to indemnification pursuant to Section 12.02(a) or 12.02(b), notwithstanding anything to the contrary contained in this Agreement, the Member Representative shall make or receive all notices, waivers and consents applicable to the Members on behalf thereof and Parent shall be obligated only to provide written notice to the Member Representative (who shall be deemed the “Indemnitor” or “Indemnitee”, as the case may be, which respect to all notices, waivers and consents applicable to the Member under Article 12).
Member Representative. Any Member that is other than an individual --------------------- shall designate and appoint one individual to act as the Member's exclusive representative of the Member for all purposes related to the Company, including, without limitation, for purposes of participation of the Member in all meetings of the Members, the voting of the Units of the Member and the execution of any written action evidencing action of the Members taken without a meeting. A Member may change the identity of its representative at any time and from time to time, in the Member's discretion, but shall provide prompt written notice of any new representative to the other Members. VPI hereby designates Xxxxxxx X. Xxxx as its initial representative for purposes of the Company.
Member Representative. The Company appoints Xxxxxxx X. Xxxxxx (the "Member Representative") as its agent and representative with full power and authority to agree, contest or settle any claim or dispute affecting the Company made under Article II and to otherwise act on behalf of the Company and its stockholders in accordance with the terms of this Agreement.
Member Representative. Each Member shall have one (1) representative on the Member Board (“Member Representative”). The official representative of each Member shall be designated in the Member’s customary manner of designation relating to committees or commissions. A Member shall notify the Commission of its representative by written notice to the Chair of the Member Board. Each official Member Representative must at all times be a current county board supervisor or current county executive. A Member Representative is empowered and authorized by the Member to take any and all action on behalf of the Member and otherwise legally bind the Member to obligations consistent with the terms of this Amended and Restated Agreement.
