Acknowledgments by Representative; Support Sample Clauses

Acknowledgments by Representative; Support. (a) Representative acknowledges that, by virtue of his or her positions with the Company and/or Company Bank, he or she has developed considerable expertise in the business operations of the Company and Company Bank, has access to extensive Confidential Information (as defined below) with respect to the Company and Company Bank, and has substantial relationships with prospective or existing customers, clients and referral sources of the Company and Company Bank, which relationships will transition to First Foundation and First Foundation Bank as a result of the Merger. Representative recognizes that the Company, Company Bank, First Foundation and First Foundation Bank could be irreparably damaged, and First Foundation’s substantial investment as a result of its acquisition of the Company and Company Bank in the Merger could be materially impaired, if Representative were to (i) disclose or make unauthorized use of any Confidential Information; (ii) take certain actions relative to ​ ​ employees of the Company or Company Bank; (iii) solicit current or prospective clients, customers, suppliers, agents or certain other Persons; or (iv) compete with First Foundation or First Foundation Bank, in each case in violation of this Agreement. Accordingly, Representative expressly acknowledges that he or she is voluntarily entering into this Agreement and that the terms and conditions of this Agreement are fair and reasonable to Representative in all respects. (b) Representative agrees to support and refrain from disparaging the goodwill, business or banking reputation of First Foundation and First Foundation Bank.
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Acknowledgments by Representative; Support. (a) Representative acknowledges that by virtue of his or her positions with UAB, he or she has developed considerable expertise in the business operations of UAB and has access to extensive confidential information with respect to UAB and has access to Confidential Information (as defined below). Representative recognizes that HCC and HBC would be irreparably damaged, and HCC’s and HBC’s substantial investment as a result of the acquisition of UAB in the Merger would be materially impaired, if Representative were to (i) disclose or make unauthorized use of any Confidential Information, (ii) take certain actions relative to employees of UAB, or (iii) solicit current or prospective clients, customers, suppliers, agents or certain other Persons. Accordingly, Representative expressly acknowledges that he or she is voluntarily entering into this Agreement and that the terms and conditions of this Agreement are fair and reasonable to Representative in all respects. (1) This recital to be omitted from agreements signed by directors who own no shares of UAB Common Stock. (b) Representative agrees during the Applicable Period (as defined below) to support and refrain from (i) disparaging the goodwill of HCC, HBC and UAB, and (ii) harming the customer and client relationships of UAB as of the Effective Time of the Merger. For purposes of this Agreement, “Applicable Period” shall mean the period commencing on the Effective Time and ending on the later of: (i) two (2) years from and after the Effective Time, or (ii) one (1) year from and after the date on which Representative is no longer a director or employee of HCC or HBC.
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Acknowledgments by Representative; Support. (a) Representative acknowledges that by virtue of his or her positions with TVB, he or she has developed considerable expertise in the business operations of TVB and has access to extensive confidential information with respect to TVB and has access to Confidential Information (as defined below). Representative recognizes that HCC and HBC would be irreparably damaged, and HCC’s and HBC’s substantial investment as a result of the acquisition of TVB in the Merger would be materially impaired, if Representative were to (i) disclose or make unauthorized use of any Confidential Information, (ii) take certain actions relative to employees of TVB, or (iii) solicit current or prospective clients, customers, suppliers, agents or certain other Persons. Accordingly, Representative expressly acknowledges that he or she is voluntarily entering into this Agreement and that the terms and conditions of this Agreement are fair and reasonable to Representative in all respects. (b) Representative agrees during the Applicable Period (as defined below) to support and refrain from (i) disparaging the goodwill and reputation of HCC, HBC or TVB, and (ii) harming the
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Acknowledgments by Representative; Support. (a) Representative acknowledges that, by virtue of his or her positions with CFB and/or Community 1st Bank, he or she has developed considerable expertise in the business operations of CFB and Community 1st Bank and has access to extensive confidential information with respect to CFB and Community 1st Bank and has access to Trade Secrets (as defined below). Representative recognizes that FFI and First Foundation Bank could be irreparably damaged, and FFI’s and First Foundation Bank’s substantial investment as a result of its acquisition of CFB and Community 1st Bank in the Merger could be materially impaired, if Representative were to (i) disclose or make unauthorized use of any Trade Secrets; (ii) take certain actions relative to employees of CFB or Community 1st Bank; or (iii) solicit current or prospective clients, customers, suppliers, agents or certain other Persons. Accordingly, Representative expressly acknowledges that he or she is voluntarily entering into this Agreement and that the terms and conditions of this Agreement are fair and reasonable to Representative in all respects. (b) Representative agrees during the Applicable Period (as defined below) to support and refrain from (a) disparaging the goodwill of FFI and First Foundation Bank, (b) harming
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Acknowledgments by Representative; Support. (a) Representative acknowledges that, by virtue of his or her positions with PBB and/or Premier Business Bank, he or she has developed considerable expertise in the business operations of PBB and Premier Business Bank and has access to extensive confidential information with respect to PBB and Premier Business Bank and has access to Trade Secrets (as defined below). Representative recognizes that FFI and First Foundation Bank could be irreparably damaged, and FFI’s and First Foundation Bank’s substantial investment as a result of its acquisition of PBB and Premier Business Bank in the Merger could be materially impaired, if Representative were to (i) disclose or make unauthorized use of any Trade Secrets; (ii) take certain actions relative to employees of PBB or Premier Business Bank; or (iii) solicit current or prospective clients, customers, suppliers, agents or certain other Persons. Accordingly, Representative expressly acknowledges that he or she is voluntarily entering into this Agreement and that the terms and conditions of this Agreement are fair and reasonable to Representative in all respects. (b) Representative agrees during the Applicable Period (as defined below) to support and refrain from (a) disparaging the goodwill of FFI and First Foundation Bank, (b) harming the customer and client relationships of FFI and First Foundation Bank, and (c) disparaging the business or banking reputation of FFI and First Foundation Bank. For purposes of this Agreement, “Applicable Period” shall mean the period commencing on the Effective Time and ending on the later of: (i) two (2) years from and after the Effective Time, or (ii) one (1) year from and after the date on which Representative is no longer a director or employee of FFI or First Foundation Bank.
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Related to Acknowledgments by Representative; Support

  • Acknowledgment of Obligations I acknowledge that my obligations under this Agreement are in addition to, and do not limit, any and all obligations concerning the same subject matter arising under any applicable law including, without limitation, common law duties of loyalty and common law and statutory law relating to trade secrets.

  • Acknowledgment of Funding Support (a) The HSP agrees all publications will include (1) an acknowledgment of the Funding provided by the LHIN and the Government of Ontario. Prior to including an acknowledgement in any publication, the HSP will obtain the LHIN’s approval of the form of acknowledgement. The LHIN may, at its discretion, decide that an acknowledgement is not necessary; and (2) a statement indicating that the views expressed in the publication are the views of the HSP and do not necessarily reflect those of the LHIN or the Government of Ontario. (b) The HSP shall not use any insignia or logo of Her Majesty the Queen in right of Ontario, including those of the LHIN, unless it has received the prior written permission of the LHIN to do so.

  • Reaffirmation of Representations The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Credit Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

  • Acknowledgment and Consent Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

  • Acknowledgment of Guarantors The Guarantors acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Documents.