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Representative Expenses Sample Clauses

Representative ExpensesThe Representative may incur out-of-pocket costs and expenses on behalf of the Noteholders and Stockholders in its capacity as the Representative, including, without limitation, with respect to the determination of the merger consideration pursuant to Article II and the indemnification obligations of the Noteholders and Stockholders under Article VIII (“Representative Expenses”). The Noteholders and Stockholders shall reimburse the Representative for Representative Expenses in proportion to their respective Merger Shares Percentage.
Representative Expenses. WebMD shall pay Representative Expenses in ----------------------- amount up to $10,000.
Representative Expenses. The Shareholders acknowledge and agree that the Shareholder Representative will incur costs, fees and expenses on behalf of the Shareholders in its capacity as Shareholder Representative, which may include, without limitation, professional fees and expenses, indemnity expenses, settlements or judgments and travel and accommodation expenses related thereto, and for which the Shareholder Representative shall be held harmless by the Shareholders in accordance herewith.
Representative Expenses. The Shareholders acknowledge and agree that the Shareholders’ Representative will incur costs, fees and expenses on behalf of the Shareholders in his capacity as Shareholders’ Representative (“Representative Expenses”), which may include, without limitation, professional fees and expenses, indemnity expenses, settlements or judgments and travel and accommodation expenses related thereto, and for which the Shareholders’ Representative shall be held harmless by the Shareholders in accordance with this Section 2.5(f), provided, however, that no Shareholder shall, subject to Section 2.5(g), without their prior written consent, be obligated to indemnify or hold harmless the Shareholders’ Representative, or make any additional contribution to the Expense Account, if then fully exhausted, provided, however, that nothing in this Section 2.5(f) shall limit the indemnity obligations of Shareholders pursuant to Section 2.5(e) hereof.
Representative Expenses. 9.8(a) Reserve Account .................................... 2.5(c) Reserve Amount ..................................... 2.5(c) Selling Stockholders Agreement .....................
Representative ExpensesThe Representative may incur out-of-pocket costs and expenses on behalf of the Stockholders and Optionholders in its capacity as the Representative, including, without limitation, with respect to the determination of the merger consideration pursuant to Article II and the indemnification obligations of the Stockholders and Optionholders under Article VIII ("Representative Expenses"). The Stockholders and Optionholders shall pay the Representative for Representative Expenses out of the Representative Fund pursuant to the Payment and Escrow Agreement, and the Representative shall not be entitled to any payment hereunder for Representative Expenses from the Stockholders, the Optionholders, the Buyer or the Surviving Corporation after the Representative Fund has been exhausted.
Representative ExpensesIn the event that the Representative determines to hire or retain any attorneys, accountants or other subject matter experts or to incur any third party costs or expenses in connection with any dispute resolution process on the AirPatrol Shareholders’ behalf, all such fees, costs and expenses shall be the sole responsibility of AirPatrol. Further, all fees, costs, expenses or other liabilities payable by AirPatrol or the Representative to the Escrow Agent in accordance with the Escrow Agreement (including, without limitation, pursuant to any indemnity for the benefit of the Escrow Agent thereunder) shall be deemed a Merger Expense that is the sole responsibility of AirPatrol. In the event that any travel by the Representative or its agents is reasonably required in connection with the performance of its obligations under this Agreement or the Representative is required to directly pay any costs or expenses for which he is entitled to reimbursement, the Representative shall be reimbursed by AirPatrol for all such reasonable expenses in the same manner as if such expenses were third party expenses under the terms set forth herein, and such reimbursement shall be treated as a Merger Expense of AirPatrol. On the initial date for release of the Holdback Shares pursuant to the Escrow Agreement (“Release Date”), or such later date when all indemnification claims made by Acquiror pursuant to Article 7 hereof shall have been finally resolved in accordance therewith, the Representative shall have the right to recover reasonable expenses incurred by the Representative in connection herewith by receiving shares out of the portion of the Escrow to be released upon the initial Release Date valued at the Fair Market Value of the Acquiror Common Stock as of the date that is three trading days before such date, following any distribution thereof to Acquiror, but prior to any distribution thereof to AirPatrol Shareholders, and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Representative expenses actually incurred.
Representative Expenses. Buyer and the Representative agree that Representative Expenses, as defined in Section 10.6(f) of the Merger Agreement, may be reimbursed out the Escrow Amount, promptly upon demand by the Representative to the Escrow Agent. Buyer agrees to execute a Notice of Claim pursuant to Section 3(a)(iv) of this Agreement authorizing the Escrow Agent to release such Representative Expenses; provided, that, such reimbursement for Representative Expenses shall be in Escrow Cash and to the extent such Escrow Cash is insufficient to reimburse the Representative, the Escrow Agent shall liquidate any Permitted Investments.
Representative Expenses. Buyer and the Representative agree that Representative Expenses, as defined in Section 10.6(f) of the Merger Agreement, may be reimbursed out of the Escrow Amount, promptly upon demand by the Representative to the Escrow Agent. Buyer agrees to execute a Notice of Claim pursuant to Section 3(a)(iv) of this Agreement authorizing the Escrow Agent to release such Representative Expenses.

Related to Representative Expenses

  • Class, Collective and Representative Action Waiver THE PARTIES AGREE THAT COVERED CLAIMS WILL, AT EITHER PARTY’S ELECTION, ONLY BE ARBITRATED ON AN INDIVIDUAL BASIS AND THAT EACH WAIVES THE RIGHT TO PARTICIPATE IN OR RECEIVE COMPENSATION FROM ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NO PARTY MAY BRING A CLAIM ON BEHALF OF OTHER INDIVIDUALS; ANY ARBITRATOR HEARING A COVERED CLAIM MAY NOT COMBINE MORE THAN ONE INDIVIDUAL’S CLAIM OR CLAIMS INTO A SINGLE CASE OR TO ARBITRATE ANY FORM OF A CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. SHOULD ANY PORTION OF THE FOREGOING WAIVER BE FOUND INVALID, THE REMAINING PORTION THAT IS VALID WILL BE ENFORCED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.

  • Representative Access (A) The state agrees that designated Union Representatives shall have access to state controlled premises where employees are employed. (B) If any area of the state’s premises is otherwise restricted to the public, permission must be requested to enter such area and such permission shall not be unreasonably denied. Access shall be during the regular working hours of the employee and only for the purpose of investigating an employee’s grievance.

  • Union Representative Visits The Union shall inform the Employer in advance whenever the designated representatives of the Union intend to visit the Employer’s premises for the purpose of conducting Union business. Such visits shall not interfere with the normal operations of the worksite. Reasonable accommodation will be made to allow the Presidents of the Unions to have access to union members to conduct union business.

  • Partnership Representative The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

  • Representative The employee, administrator, or School Board may be represented during any step of the procedure by any person or agent designated by such party to act in their behalf.

  • REPRESENTATIVE; ADDRESSES 5.01. The Borrower’s Representative is the Minister of Finance. 5.02. The Borrower’s Address is: Ministry of Finance Sanlihe Beijing 100820 People’s Republic of China Facsimile: (00-00) 00 00 00 00 5.03. The Bank’s Address is: International Bank for Reconstruction and Development 0000 X Xxxxxx, X.X. Washington, D.C. 20433 United States of America Cable address: Telex: Facsimile: INTBAFRAD Washington, D.C. 248423(MCI) or 64145(MCI) 0-000-000-0000 AGREED at Beijing, People’s Republic of China, as of the day and year first above written. PEOPLE’S REPUBLIC OF CHINA By /s/ Xxxxx Xxxxxxxx INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ Xxxxx Xxxxxxx

  • Indemnified Persons The Trustee, the Master Servicer, the Company, the Trust Fund and the Securities Administrator and their officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents and employees.

  • Indemnified Person If an Indemnified Person is entitled to indemnification under this Section 14 as a result of a claim by a third party, and the indemnifying Interconnection Party fails, after notice and reasonable opportunity to proceed under Section 14.2 of this Appendix 2, to assume the defense of such claim, such Indemnified Person may at the expense of the indemnifying Interconnection Party contest, settle or consent to the entry of any judgment with respect to, or pay in full, such claim.

  • Stockholder Representative (a) The Company (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

  • Designated Operating Representative The Parties may also designate operating representatives to conduct the communications which may be necessary or convenient for the administration of this Agreement. This person will also serve as the point of contact with respect to operations and maintenance of the Party’s facilities. Interconnection Customer’s Operating Representative: Hecate Energy Xxxxxx 1 LLC Attention: Xxxxxx Xxxxxx, VP Engineering and Development 000 Xxxx Xxxxxxxx Xxxxxx Chicago, IL 60661 Phone: 000-000-0000 Email: xxxxxxx@xxxxxxxxxxxx.xxx; cc: xxxxxxx@xxxxxxxxxxxx.xxx 32 SERVICE AGREEMENT NO. 2547 Connecting Transmission Owner’s Operating Representative: Connecting Transmission Owner: Central Xxxxxx Gas & Electric Corporation Attn: Manager, System Operations 000 Xxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 NYISO’s Operating Representative: New York Independent System Operator, Inc. Attention: Vice President, Operations Address: 00 Xxxx Xxxxxxxxx City: Rensselaer State: NY Zip: 12144 Phone: (000) 000-0000 E-mail: xxxxxxxxxxxxxxxxxxxxxx@xxxxx.xxx