Holder Representative Group definition

Holder Representative Group has the meaning set forth in Section 11.01(d).
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Holder Representative Group has the meaning specified in Section ‎7.2.
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Holder Representative Group is defined in Section 7.6(d).
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Examples of Holder Representative Group in a sentence

  • The powers, immunities and rights to indemnification granted to the Holder Representative Group hereunder: (i) are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or more Holders, or by operation of Law, whether by death or other event, and (ii) shall survive the delivery of an assignment by any Holder of the whole or any fraction of his, her or its interest (if any) in the Holdback Amount or Earn-Out Payment.

  • The Unitholders shall indemnify, defend and hold harmless the Holder Representative Group from and against any and all Holder Representative Expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims.

  • The powers, immunities and rights to indemnification granted to the Holder Representative Group hereunder: (a) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Pre-Closing Holder and shall be binding on any successor thereto, and (b) shall survive the delivery of an assignment by any Pre-Closing Holder of the whole or any fraction of his, her or its interest in the Indemnification Escrow Funds.

  • The powers, immunities and rights to indemnification granted to the Holder Representative Group hereunder: (a) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Unitholder and shall be binding on any successor thereto, and (b) shall survive the delivery of an assignment by any Unitholder of the whole or any fraction of his, her or its interest in the Escrow Accounts.

  • The Holders shall severally and not jointly, in accordance with their Pro Rata Share, indemnify the Holder Representative Group and hold it harmless against any loss, liability, fee or expense (including reasonable attorney’s fees) incurred without gross negligence or bad faith on the part of the Holder Representative Group and arising out of or in connection with the acceptance or administration of its duties hereunder or under any Holder Representative engagement agreement.

  • The immunities and rights to indemnification granted hereunder to the Holder Representative Group (as defined below) shall survive the resignation or removal of Holder Representative or any member of the Advisory Group (as defined below) and the Closing and any termination of this Agreement and the Escrow Agreement.

  • The Holders shall indemnify, defend and hold harmless the Holder Representative Group from and against any and all Holder Representative Expenses arising out of actions taken or omitted to be taken by the Holder Representative in its capacity as such (except for those arising out of the Holder Representative’s bad faith or willful misconduct), including the costs and expenses of investigation and defense of claims.

  • The Holder Representative Group shall not be liable for any action or omission pursuant to the advice of counsel.

  • The Pre-Closing Holders shall indemnify, defend and hold harmless the Holder Representative Group from and against any and all Holder Representative Expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims.

Related to Holder Representative Group

  • Holder Representative has the meaning specified in Section 11.1.

  • Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).

  • Stockholder Representative has the meaning set forth in the preamble.

  • Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(a).

  • Companion Loan Holder Representative With respect to each Serviced Companion Loan, any representative appointed by the related Companion Loan Holder.

  • Non-Lead Securitization Noteholder Representative shall have the meaning assigned to such term in the definition of “Non-Lead Securitization Noteholder”.

  • Non-Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Holders’ Representative means the representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.

  • Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.

  • Seller Representative means Xxxxx Bank.

  • Non-Lead Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Non-Lead Securitization Note Holder Representative means the “Directing Certificateholder” or equivalent Person under the Non-Lead Securitization Servicing Agreement.

  • Lead Securitization Note Holder Representative means the “Directing Certificateholder” or equivalent Person under the Lead Securitization Servicing Agreement.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Lender Group Representatives has the meaning specified therefor in Section 17.9 of the Agreement.

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Investor Representative has the meaning assigned to such term in Section 2.1(a).

  • Lenders’ Representative means the person duly authorised by the Senior Lenders to act for and on behalf of the Senior Lenders with regard to matters arising out of or in relation to this Agreement, and includes his successors, assigns and substitutes;

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Holder Group means the Holder plus any other Person with which the Holder is considered to be part of a group under Section 13 of the Exchange Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the Exchange Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. Anything herein to the contrary, any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this Section 10 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

  • Union Representative means a representative from the Union authorized by the Union to act on behalf of an Employee.