The Holder Representative Sample Clauses

The Holder Representative. (a) Each Holder, by its acceptance of the benefits under this Agreement, authorizes, directs and appoints the Holder Representative to act as its sole and exclusive agent, attorney-in-fact and representative of such Holder, and authorizes and directs the Holder Representative to (i) take any and all actions (including, without limitation, executing and delivering any documents, incurring any costs and expenses for the account of the Holders and making any and all determinations) which may be required or permitted by this Agreement to be taken by the Holder Representative or the Holders, (ii) exercise such other rights, powers and authority as are authorized, delegated or granted to the Holder Representative hereunder and (iii) exercise such rights, powers and authority as are incidental to the foregoing. Any such actions taken, exercises of rights, powers or authority, and any decision or determination made by the Holder Representative consistent therewith, shall be absolutely and irrevocably binding on each Holder as if such Holder personally had taken such action, exercised such rights, powers or au thority or made such decision or determination in such Holder's individual capacity. Notwithstanding any other provision of this Agreement, each Holder irrevocably relinquishes its right to act independently and other than through the Holder Representative, except as expressly provided for under this Agreement. The Holder Representative hereby accepts the foregoing authorization and appointment and agrees to serve as the Holder Representative in accordance with this Agreement. (b) The provisions of this Section 5 shall in no way impose any obligations on the Company. In particular, notwithstanding any notice received by the Company to the contrary, the Company (i) shall be fully protected in relying upon and shall be entitled to rely upon, shall have no liability to any Holder with respect to, any and all damages and losses arising out of actions, decisions and determinations of the Holder Representative and (ii) shall be entitled to assume that all actions, decisions and determinations of the Holder Representative are fully authorized by each Holder.
Sample 1
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The Holder Representative. The Company hereby designates and appoints Gxxxx Xxxxx (the “Holder Representative”) as representative for the Holders to perform all such acts as are required, authorized or contemplated by this Section 9 to be performed by any such person and hereby acknowledges that the Holder Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Section 9 by such person. Each such person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such person. Such person hereby authorizes the other parties hereto to disregard any notice or other action taken by such person pursuant to this Section 9 except for the Holder Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the Holder Representative and are and will be entitled and authorized to give notices only to the Holder Representative for any notice contemplated by this Section 9 to be given to any such person. Notwithstanding the foregoing, the Holder Representative agrees that, before taking any action that would adversely affect any Holder, the Holder Representative shall give notice to and obtain consent from any such Holder. In the event the Holder Representative ceases to own Shares or dies, a successor to the Holder Representative may be chosen by a majority in interest of the Shares held by the Holders, provided that notice thereof is given by the new Holder Representative to the Buyer.
Sample 1
The Holder Representative 
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Related to The Holder Representative

  • Purchaser Representative (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Xxxxxx Xxxxxx, in the capacity as the Purchaser Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnified Party any indemnification claims by any of them under Article VI; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Purchaser Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Purchaser Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Purchaser Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Seller or the Seller Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, the Seller Representative, the Seller or any Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.16 are irrevocable and coupled with an interest. The Purchaser Representative xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement. (b) The Purchaser Representative shall not be liable for any act done or omitted under any Purchaser Representative Document as the Purchaser Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Purchaser shall indemnify, defend and hold harmless the Purchaser Representative from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Purchaser Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Purchaser Representative’s duties under any Purchaser Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Purchaser Representative. In no event shall the Purchaser Representative in such capacity be liable under or in connection with any Purchaser Representative Document for any indirect, punitive, special or consequential damages. The Purchaser Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Purchaser Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Purchaser Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Purchaser, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Purchaser Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Purchaser Representative under this Section 9.16 shall survive the Closing and continue indefinitely. (c) The Person serving as the Purchaser Representative may resign upon ten (10) days’ prior written notice to the Purchaser and the Seller Representative, provided, that the Purchaser Representative appoints in writing a replacement Purchaser Representative. Each successor Purchaser Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Purchaser Representative, and the term “Purchaser Representative” as used herein shall be deemed to include any such successor Purchaser Representatives.

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