NUMBER, QUALIFICATION AND TENURE OF REPRESENTATIVES Sample Clauses

NUMBER, QUALIFICATION AND TENURE OF REPRESENTATIVES. The Members Committee shall be established from time to time by resolution of the Members Committee, and shall be comprised of Member Representatives. As of the date hereof, the Members Committee shall consist entirely of Holdings Representatives. The composition of the Members Committee shall as closely as possible reflect the Member’s respective Membership Interest at that time. The Chairman of the Members Committee shall be established from time to time by resolution of the Members Committee. Any Representative shall continue to serve in such capacity until the Member appointing such Representative has notified the other Members in writing of his or her replacement. Any Member may, by written notice to the other Members, designate a person to serve as an alternate for each such Member’s Representative (each alternate being referred to in this Agreement as an “Alternate” and, collectively, as the “Alternates”), and such Alternate shall be entitled, in the absence of such Member’s Representative, to attend meetings, to have such Alternate’s presence counted for purposes of establishing a quorum and to vote on behalf of such Member’s Representative at any meeting of the Members Committee. Each Member, in dealing with other Member’s Representatives or Alternates shall be entitled to rely conclusively upon the power and authority of such Representatives or Alternates to bind its Member with respect to all matters unless and until it receives notice to the contrary in writing from such Member. To the fullest extent permitted by law, each Representative and Alternate shall be deemed the agent of the Member which appointed such Person a Representative or Alternate, and such Representative or Alternate shall not be deemed an agent or a sub-agent of the Company or the other Members and shall have no duty (fiduciary or otherwise) to the Company or the other Members. Each Member, by execution of this Agreement, agrees to, consents to, and acknowledges the delegation of powers and authority to such Representatives and Alternates, and the actions and decisions of such Representatives and Alternates within the scope of their respective authority as provided in this Agreement.
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NUMBER, QUALIFICATION AND TENURE OF REPRESENTATIVES. The Members Committee shall have as few as three and as many as eleven members, as established from time to time by resolution of the Members Committee. Initially the Members Committee shall consist of seven (7) members, four (4) of whom shall be DEI Representatives and three (3) of whom shall be Radian Representatives. If the Members Committee shall increase or decrease the number of members on the Members Committee, then the composition of the Members Committee of DEI and Radian Representatives shall as closely as possible reflect the Member's respective Company Interest at that time; provided, however, that, at all times, there shall be a majority of DEI Representatives on the Members Committee. All DEI Representatives on the Members Committee shall be employees of DEI or one or more of its Affiliates, and all Radian Representatives on the Members Committee shall be employees of Radian or its Affiliates. A DEI Representative shall serve as Chair of the Members Committee. DEI and Radian shall, within ten (10) days of the date of this Agreement, notify each other in writing of the identity of the DEI Representatives and the Radian Representatives, respectively. DEI, within ten (10) days of the date of this Agreement, shall notify Radian in writing as to which of its DEI Representatives is to initially serve as Chair of the Members Committee. Any Representative shall continue to serve in such capacity until such Member shall have notified the other Members in writing of his or her replacement. DEI and Radian may, by written notice to the other, designate a person to serve as an alternate for each DEI Representative and each Radian Representative, respectively (each alternate to a DEI Representa- tive being referred to in this Agreement as a "DEI Alternate" and, collectively, as the "DEI Alternates"; each alternate to a Radian Representative being referred to in this Agreement as a "Radian Alternate" and, collectively, as the "Radian Alternates"; and the DEI Alternates and the Radian Alternates being collectively referred to in this Agreement as the "Alternates"), and such DEI Alternate or Radian Alternate, as the case may be, shall be entitled, in the absence of such DEI Representative or Radian Representative, to attend meetings, to have such Alternate's presence counted for purposes of establishing a quorum and to vote on behalf of such DEI Representative or Radian Representative at any meeting of the Members Committee. Each Member, in dealing with DEI R...
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NUMBER, QUALIFICATION AND TENURE OF REPRESENTATIVES. The Members Committee shall be established from time to time by resolution of the Members Committee, and shall be comprised of Member Representatives. As of the date hereof, the Members Committee shall consist entirely of Holdings Representatives. The composition of the Members Committee shall as closely as possible reflect the Member's respective Membership Interest at that time. The Chairman of the Members Committee shall be established from time to time by resolution of the Members Committee. Any Representative shall continue to serve in such capacity until the Member appointing such Representative has notified the other Members in writing of his or her
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Related to NUMBER, QUALIFICATION AND TENURE OF REPRESENTATIVES

  • Survival of Representations, Etc All representations and warranties contained in this Agreement or made in writing by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of this Agreement and the Loan Documents, the making of the Advances and any investigation made by or on behalf of the Lenders, none of which investigations shall diminish any Lender’s right to rely on such representations and warranties. All obligations of the Borrower provided for in Sections 2.12, 2.13, 2.14(c), 9.04, and 9.07 and all of the obligations of the Lenders in Section 8.05 shall survive any termination of this Agreement and repayment in full of the Obligations.

  • Quality of Representations The representations made by Sovereign in this Agreement are true, correct and complete in all material respects and do not omit statements necessary to make the representations not misleading under the circumstances.

  • 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.

  • Exclusivity of Representations Except for the representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 10.11), neither any Buyer Party nor any other Person has made any other express or implied representation or warranty, at law or in equity with respect to any other information provided to the Companies or their Representatives, and Buyer Parties disclaim any other representations or warranties, whether made by Parent, Merger Sub, Guarantor, Operator or any of their respective Affiliates or Representatives (collectively, “Buyer Related Persons”), and no Buyer Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 3 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, each Buyer Party (directly and on behalf of all Buyer Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of HoldCo or in any other form in consideration or investigation of the Transaction) to HoldCo or its Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to HoldCo or its Affiliates or Representatives by any Buyer Party or any Buyer Related Person).

  • Nature of Representations All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and the other documents delivered at the Closing and not upon any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

  • Effectiveness of Representations; Survival Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. Unless otherwise stated in this Agreement, and except for instances of fraud, the representations, warranties and agreements will survive the Closing Date and continue in full force and effect until one (1) year after the Closing Date.

  • Representation of Underwriters The Representatives will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters.

  • Restatement of Representations and Warranties The Borrower hereby restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Loan Documents as fully as if made on the date hereof, except to the extent that any representation or warranty related to an earlier specified date, and with specific reference to this Amendment and all other loan documents executed and/or delivered in connection herewith.

  • Representations and Covenants of Underwriters 4.1 The Underwriters shall offer the Offered Securities for sale to the public, directly and through the Selling Dealer Group only in compliance with applicable Securities Legislation and upon the terms and conditions set forth in the Amended and Restated Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Prospectus, any Prospectus Amendment and U.S. Prospectus Amendment and this Agreement. The Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution (i) in any Qualifying Province where a Preliminary MRRS Decision Document, an Amended and Restated MRRS Decision Document and Final MRRS Decision Document has been obtained from the applicable Securities Commission; and (ii) in the United States, unless, in each case, the Underwriters receive notice to the contrary from the Corporation or the applicable Securities Commission or the SEC. The Underwriters shall use all reasonable efforts to complete and to cause the Selling Dealer Group to complete the distribution of the Offered Securities as soon as possible after the Offering Closing Time, subject to the termination provisions contained herein.

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

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