Company Statement Sample Clauses
A Company Statement clause serves to formally declare specific facts or representations made by the company within an agreement. Typically, this clause outlines key information such as the company's legal status, authority to enter into the contract, and compliance with relevant laws or regulations. By including these statements, the clause provides assurance to the other party regarding the company's legitimacy and capacity, thereby reducing the risk of disputes over misrepresentation or lack of authority.
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Company Statement. On the Stock Purchase Closing Date, the Company shall cause the Chief Executive Officer and the Chief Financial Officer of the Company to deliver to Buyer a statement which certifies (i) the amount of Indebtedness as of the close of business on the day immediately preceding the Stock Purchase Closing Date, and which certifies such amount true, correct and complete, (ii) the amount of Company Cash as of the close of business on the day immediately preceding the Stock Purchase Closing Date, and which certifies such amount as being true, correct and complete, (iii) the amount of the Company’s Approved Transaction Expenses as of the close of business on the day immediately preceding the Stock Purchase Closing Date and that the Company and its Subsidiaries have not incurred any other Transaction Expenses that remain unpaid as of the close of business on the day immediately preceding the Stock Purchase Closing Date, and (iv) that, since December 31, 2013, the Company has not declared, set aside or made any payment or distribution of property (or cash) with respect to any security of the Company or its Subsidiaries or purchased, redeemed or otherwise acquired any securities of the Company or its Subsidiaries (including any warrants, options or other rights to acquire any securities) except for the redemption by Sagittarius in 2014 of certain senior subordinated notes of Sagittarius, the payment of interest with respect to the Notes and such senior subordinated notes of Sagittarius and the redemptions by the Company set forth on Schedule 3.5(d).
Company Statement. The Company hereby declares, certifies and undertakes that as of the date that this Agreement is signed, and as of the date of Closing, as follows:
2.1 The Company is a limited public company registered in Israel, with shares registered and traded on the Exchange.
2.2 The Company's Articles of Association published by the Company in the "Magna" [electronic data] System are correct, up-to-date and precise, and identical to the Company's valid and obligating Articles of Association, as of the date that this Agreement is signed, and that no decision by the Company's Shareholders General Meeting has been made that changes or amends the Company's Articles of Association.
2.3 The Company is registered pursuant to the law and is authorized to manage its business as it is managed today, and as is expected to be managed in the future, to sign this Agreement and implement all of the activities required of it.
2.4 As of the date that this Agreement is signed by the Company, it has all of the essential licenses and permits required by law to manage the essence of its business, and the Company is not in material violation of their material stipulations, and the Company does not know of any material obstacle to renewing or extending (if necessary) the aforementioned licenses and/or does not have any reason to make any changes in them that could materially, negatively affect the Company's activities, as they are on the date that this Agreement is signed.
2.5 Signature on this Agreement does not constitute breach of the Company's Articles of Incorporation, does not entail any deviation from the Company's Articles of Incorporation, and does not breach any legal stipulations or agreement or agreed-upon authorization.
2.6 There is nothing in the signature on this Agreement that is in breach and/or can cause breach in any way whatsoever of any agreement whatsoever of the Company and/or of any of its obligations and undertakings, of any type whatsoever, that the Company undertook with third parties.
2.7 The Company is registered pursuant to the stipulations of the Companies Law 5759-1999 (hereinafter: Companies Law). Registration of the Company is completely valid on the date that this Agreement is signed, and on the completion date, and to the best of its knowledge, no reason exists to remove the Company from the registration listed with the Companies Registrar. Nor has the Company received any notification from the Companies Registrar or any other agreed-upon authority, as o...
Company Statement. CFX encourages Users to promote CFX services and products and the CFX business opportunity pursuant to the appropriate guidelines issued by CFX. These guidelines are required for CFX to ensure compliance by Users and CFX with the myriad of laws that govern the advertising of CFX product(s) and the CFX business opportunity. Failure to follow these guidelines can result in violations of local and international laws, which may result in damage to the reputation of CFX, as well as restrictions upon CFX, Users, and CFX product(s) that could trigger undesirable publicity and possible fines, penalties, and/or legal actions.
Company Statement. Section 2.07 control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03(f) Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 4.07(a) Debt Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 4.09 defined benefit plan . . . . . . . . . . . . . . . . . . . . . . . . Section 2.12(b) Delaware Law . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Company Statement. Section 4.07 control........................................................................ Section 9.03(d) Costs.......................................................................... Section 6.08(a) Debt Financing................................................................. Section 5.06
Company Statement. Not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser a statement (the “Company’s Statement”) of the Company’s good faith estimation of, and setting forth in reasonable detail, each of the following items of the Company as of the Closing Date: (i) cash and cash equivalents; (ii) the amount of Indebtedness; (iii) a calculation of the estimated Net Working Capital as of the Closing Date and (iv) the Transaction Expenses, including (A) the portion of Transaction Expenses expected to remain unpaid as of the Closing Date and (B) a list of each Person entitled to payment for any Transaction Expenses expected to be unpaid as of the Closing Date, including wire transfer or other payment information. The Company’s Statement shall be accompanied by reasonably detailed supporting information and documentation for the estimations set forth therein.
Company Statement. A corporate social and environmental responsibility statement affirming the Supplier’s commitment to compliance and continual improvement will be posted in the primary local language at all of the Supplier’s worksites.
Company Statement. The Company agrees that any written statement issued by the Company, regarding the Executive’s employment with the Company and termination thereof will be consistent with Exhibit B attached hereto. The Company agrees to instruct the members of the Board and its senior executive officers not to make any oral or written statement regarding the Executive’s employment with the Company or termination thereof inconsistent with Exhibit B.
Company Statement. 9.1 In performance of the obligation resulting from the Act of 19 July 2019 amending certain regulations in order to limit payment backlogs (Journal of Laws of 2019, 1649), ▇▇▇▇▇▇▇ Poland sp. z o.o. declares that it has the status of a large entrepreneur within the meaning of the Act of 8 March 2013 on prevention of late payments in commercial transactions (Journal of Laws of 2019, item 118,. as amended)
Company Statement. The statement listed as Section 3.23 of the Disclosure Schedule was prepared by the Company in good faith and on the basis of reasonable assumptions. Such statement contains both statements of historical fact and forward looking statements. Forward looking statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those indicated by the forward looking statements. Examples of forward looking statements include, but are not limited to, projections of revenues, income, capital expenditures, and future economic performance. Important factors could cause actual results to differ materially from those indicated by forward looking statements. These