Company Representation. (a) The Company agrees to furnish the Union with a list of names of supervisory personnel with whom the Union may have transactions in the administration of this agreement and will keep this list up to date.
Company Representation. Company represents and warrants that it has no obligation which would prohibit it from entering into this Agreement or complying with its provisions and that it has the authority to enter into this Agreement.
Company Representation. Each Notice of Borrowing or Notice of Issuance given by the Company shall constitute a representation by the Company as to the satisfaction in respect of such borrowing or issuance of the conditions referred to in Section 3.02(a).
Company Representation. The Company represents and warrants that it has obtained or will obtain any corporate approvals which are necessary for the Company to enter into and implement this Agreement.
Company Representation. The Company represents to the Holder that the Company is a corporation duly organized, validly existing, authorized to exercise all its corporate powers, rights and privileges, and in good standing in the State of Nevada and has the corporate power and corporate authority to own and operate its properties and to carry on its business as now conducted; all corporate action on the part of the Company, its officers, directors, and shareholders necessary for the authorization, execution, delivery, and performance of all obligations under this Note have been taken; this Note constitutes a legally binding and valid obligation of the Company enforceable in accordance with its terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance or other laws or court decisions relating to or affecting the rights of creditors generally, and such enforcement may be limited by equitable principles of general applicability.
Company Representation. The Company represents and warrants that it has not, directly or indirectly, sold or offered, or attempted to offer or dispose of, any of the Bonds to or solicited any offers to buy any of the Bonds from, or otherwise approached or negotiated in respect thereof with, any person or persons other than the Purchaser.
Company Representation. Each Senior Noteholder hereby agrees and acknowledges that:
Company Representation. The Company represents and warrants to the Executive that (i) it has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder in full, (ii) the execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by all necessary corporate action and (iii) no other corporate proceedings on the part of the Company (including on the part of the shareholders of the Company) are necessary to authorize this Agreement or perform such obligations. This Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
Company Representation. Parent and Merger Sub, for themselves and on behalf of their respective Subsidiaries, hereby agrees that, in the event that a dispute arises after the Closing between Parent, Merger Sub, the Surviving Company and/or its Subsidiaries, on the one hand, and the Equityholders’ Representative or any Equityholder, on the other hand, Xxxxxxxxxx PC may represent the Equityholders’ Representative or such Equityholder in such dispute, even though the interests of the Equityholders’ Representative or such Equityholder may be directly adverse to Parent, Merger Sub, the Surviving Company and/or its Subsidiaries and even though Xxxxxxxxxx PC may have represented the Company and/or its Subsidiaries in a matter substantially related to such dispute. Parent and Merger Sub further agree that, as to all pre-Closing communications among Polsinelli PC, the Equityholders’ Representative, the Company, and of its Subsidiaries and any of their respective Affiliates that relate in any way to the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs to the Equityholders’ Representative and shall not pass to or be claimed by Parent, Merger Sub, the Surviving Company or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Parent, Merger Sub, the Surviving Company or any of their Subsidiaries and a third party (other than a party to any Transaction Document or any Affiliate of any such party) after the Closing, the Surviving Company and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxxxx PC to such third party; provided, however, that neither the Surviving Company nor its Subsidiaries may waive such privilege without the prior written consent of the Equityholders’ Representative. In addition, all of the client files and records in the possession of Xxxxxxxxxx PC related to the transactions contemplated hereby will be property of (and be controlled by) the Equityholders’ Representative and neither the Company nor any of its Subsidiaries shall be entitled to retain copies of, or have access to, any such records. [Signature Pages Follow]
Company Representation. Prior to the date hereof, the Company has not engaged in any business activities, conducted any operations or incurred any liabilities, in each case other than in connection with its formation or the transactions contemplated by the Purchase Agreement.
