Common use of Actions of the Representative Clause in Contracts

Actions of the Representative. 10.9.1 Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Representative that is within the scope of the Representative’s authority under Section 10.9.1 shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Effective Time Stockholders and shall be final, binding and conclusive upon each such stockholder; and each Indemnified Person and the Escrow Agent shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such stockholder. Except for their gross negligence and willful misconduct, each Indemnified Person and the Escrow Agent are hereby relieved from any liability to any Person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent or instruction of the Representative. 10.9.2 Except for matters that are subject to Section 10.7, and without limiting the generality or effect of Section 10.9.1, any and all claims and disputes between or among any Indemnified Person, the Representative and/or any one or more Effective Time Stockholders relating to this Agreement or the Escrow Agreement or the transactions contemplated hereby or thereby shall (i) in the case of any claim or dispute asserted by or against or involving any such stockholder (in its capacity as such) (other than any claim against or dispute with the Representative), be asserted or otherwise addressed solely by the Representative on behalf of such stockholder (and not by such stockholder acting on its own behalf) and (ii) in the absence of a consensual resolution by the applicable parties in interest (with the

Appears in 1 contract

Sources: Merger Agreement (Gric Communications Inc)

Actions of the Representative. 10.9.1 Any After the Closing, any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Representative that is within the scope of the Representative’s authority under Section 10.9.1 ‎Section 7.9(a) shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Effective Time Stockholders Indemnifying Securityholders and shall be final, binding and conclusive upon each such stockholder; and each . Each Indemnified Person and the Escrow Agent shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such stockholderIndemnifying Securityholder. Except for their gross negligence and willful misconduct, each Each Indemnified Person and the Escrow Agent are hereby unconditionally and irrevocably relieved from any liability to any Person person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent or instruction of the Representative. 10.9.2 Except for matters that are subject to Section 10.7, and without limiting the generality or effect of Section 10.9.1, any and all claims and disputes between or among any Indemnified Person, the Representative and/or any one or more Effective Time Stockholders relating to this Agreement or the Escrow Agreement or the transactions contemplated hereby or thereby shall (i) in the case of any claim or dispute asserted by or against or involving any such stockholder (in its capacity as such) (other than any claim against or dispute with the Representative), be asserted or otherwise addressed solely by the Representative on behalf of such stockholder (and not by such stockholder acting on its own behalf) and (ii) in the absence of a consensual resolution by the applicable parties in interest (with the

Appears in 1 contract

Sources: Merger Agreement (Nova Measuring Instruments LTD)