Representative; Actions Clause Samples
Representative; Actions. (a) The Sellers hereby appoint the Representative to be their true and lawful attorney-in-fact for all matters in connection with this Agreement, including, without limitation, the calculation of the Working Capital Adjustment, the acceptance of any claim by the Buyer, and the compromise of any disputes between the Buyer and the Sellers (or any of them) relating to this Agreement. The Representative will act on behalf of the Sellers with respect to all matters requiring action by the Sellers under this Agreement. The Representative hereby accepts such appointment. In the event of the incapacity of D▇▇▇▇▇▇ ▇. ▇▇▇▇, a successor Representative will be appointed by the former holders of a majority of the Shares.
(b) The Representative shall take all actions required to be taken by the Sellers or the Representative under this Agreement and may take any action contemplated by this Agreement.
(c) In the event that the Buyer gives notice to the Representative of a claim for which indemnification may be sought, the Representative shall have the authority to determine, in his or her sole judgment, whether to retain counsel (and to select that counsel) to protect the Sellers’ interests, whether to assume the defense of or otherwise to control the handling of the claim, whether to consent to indemnification and to make all other decisions required to be made by the Sellers pursuant to this Agreement, including, without limitation, whether to consent or withhold his or her consent to any settlement or compromise of a claim.
(d) The Representative shall not be liable to the Sellers (or any of them) for any act or omission taken pursuant to or in conjunction with this Agreement, except for his or her own gross negligence or willful misconduct. Each of the Sellers shall indemnify and hold the Representative, and each successor thereof, harmless from any and all liability and expenses (including, without limitation, counsel fees) which may arise out of any action taken or omitted by the Representative as the Representative in accordance with this Agreement, as the same may be amended, modified or supplemented, except such liability and expense as may result from the gross negligence or willful misconduct of the Representative.
(e) The Representative agrees that within a reasonable time after receipt of notice of a claim, he or she shall give each Seller notice of same and shall from time to time keep the Sellers apprised as to developments with respect to such claim. Such ...
Representative; Actions. Whilst legal claims of a purely public interest nature have been excluded in the past due to a lack of standing, another procedural obstacle is raised where a large number of litigants seek to bring a joint claim grounded in similar legal and factual circumstances. In environmental cases, pollution from a single source may affect hundreds or even thousands of people. Processing numerous claims arising out of similar factual circumstances on an individual basis is inefficient, 210 Note that the Court in this case actually stipulated a fourth criteria, that an organisation should be “sufficiently representative”, however this was not incorporated in article 38 (3). - Decision No. 088/G/1994/Piutang/PTUN.Jkt. 211 Forum Xeadilan 5-1-1995 quoted in.▇▇▇▇▇▇, "Administrative Courts in Indonesia: A Social-Legal Study", p91. 212 Nur ▇▇▇▇▇▇, 24 November 1999. time consuming and expensive. The legal doctrine of a “class action” evolved in common law jurisdictions in the 1800s to facilitate the efficient adjudication of such cases. In a class action, a large number of plaintiffs whose claim is grounded in common factual and legal circumstances, are legally represented by a smaller, representative group drawn from their number. Whilst the doctrine of class actions originated in the common law world, it has also been introduced more recently to a number of civil law jurisdictions.