Company Representation Sample Clauses

The Company Representation clause sets out the statements and assurances made by the company regarding its authority, status, and ability to enter into the agreement. Typically, this clause confirms that the company is duly organized, validly existing, and has obtained all necessary approvals to execute the contract. By including these representations, the clause provides assurance to the other party that the company is legally capable of fulfilling its obligations, thereby reducing the risk of disputes over the company’s legal standing or authority.
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Company Representation. Each Notice of Borrowing given by the Company shall constitute a representation by the Company as to the satisfaction in respect of such borrowing of the conditions referred to in Section 3.02(a).
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. (b) The Company agrees to meet with the Union representatives in joint management/Union consultation at reasonable intervals at the request of the Union or the Employer. Agendas for such meetings will be exchanged at least two weeks in advance of these meetings.
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. 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. 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. 24.01 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. Recognizing that Counsel has acted as legal counsel to Seller, the Company Group, and their Affiliates prior to the Closing, and that Counsel intends to act as legal counsel to Seller and certain of their Affiliates after the Closing, Buyer (including on behalf of the Company Group following the Closing) hereby irrevocably waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Counsel representing Seller and/or their Affiliates after the Closing as such representation may relate to Buyer, the Company Group, or the transactions contemplated hereby. In addition, all communications involving attorney-client confidences between Seller and/or their Affiliates in the course of the negotiation, documentation, and consummation of the transactions contemplated hereby will be deemed to be attorney-client confidences that belong solely to Seller and/or their Affiliates (and not to the Company Group). Accordingly, the Company Group will not have access to any such communications, or to the files of Counsel relating to engagement, whether or not the Closing will have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) Seller and/or their Affiliates (and not the Company Group) will be the sole holders of the attorney-client privilege with respect to such engagement, and no member of the Company Group will be a holder thereof, (b) to the extent that files of Counsel in respect of such engagement constitute property of the client, only Seller and/or their Affiliates (and not the Company Group) will hold such property rights, and (c) Counsel will have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company Group by reason of any attorney-client relationship between Counsel and the Company Group or otherwise. Notwithstanding anything to the contrary contained in the foregoing, if a dispute arises between Buyer and the Company Group, and a third party (other than a Party or any of its respective Affiliates) after the Closing, the Company Group may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party, provided, however, the Company Group may waive such privilege without the prior written consent of Seller.
Company Representation. The Company represents and warrants that this Agreement has been duly authorized, executed, and delivered on behalf of the Company and that this Agreement represents the legal, valid, and binding obligation of the Company and does not conflict with any other agreement binding on the Company.
Company Representation. Each Senior Noteholder hereby agrees and acknowledges that: (a) ▇▇▇▇ ▇▇▇▇▇ LLP (“Company Counsel”) has been retained as the Company’s general legal counsel by the Company in connection with the transactions contemplated by this Agreement, and in such capacity it has provided or will provide certain legal services to the Company and to the Manager. (b) Company Counsel is not representing, and will not represent, the Senior Noteholders in connection with their purchase of Senior Notes or any dispute that may arise between the Senior Noteholders, on the one hand, and the Manager, the Company or the respective Affiliates, on the other (the “Company Legal Matters”). (c) Each Senior Noteholder will, if it wishes counsel on a Company Legal Matter, retain its own independent counsel with respect thereto and, except as otherwise specifically provided by this Agreement, will pay all fees and expenses of such independent counsel.
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.