Common use of Actions of the Committee Clause in Contracts

Actions of the Committee. The Sellers hereby authorize the Committee to sign the Escrow Agreement on behalf of the Sellers. A decision, act, consent or instruction of the Committee (acting by the affirmative agreement of a majority of the members thereof) shall constitute a decision of all the Sellers, and shall be final, binding and conclusive upon each of the Sellers, and the Escrowee and Buyer may rely upon any decision, act, consent or instruction of the Committee as being the decision, act, consent or instruction of each and all of the Sellers. The Escrowee and Buyer are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Committee. Although the Committee shall not be obligated to obtain instructions from the Sellers prior to any decision, act, consent or instruction, if, and to the extent that, the Committee receives any written instructions from the holders of a majority of the Fully Diluted Shares, the Committee shall comply with such instructions and such instruction shall be binding as if unanimously given by all Sellers even if some Sellers dissent thereto.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Integrated Health Services Inc), Stock Purchase Agreement (Integrated Health Services Inc)