No Recitals, etc Sample Clauses

No Recitals, etc. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the Guarantors.
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No Recitals, etc. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Ninth Supplemental Indenture.
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No Recitals, etc. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuers and the Subsidiary Guarantors. SIGNATURES Dated as the date first written above. COMPANY: XXXX CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President and Chief Financial Officer SUBSIDIARY GUARANTORS: XXXX CORPORATION XXXX AND INTERIORS LEAR EUROPEAN OPERATIONS CORPORATION LEAR MEXICAN SEATING CORPORATION LEAR OPERATIONS CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: President ADDITIONAL GUARANTORS: GMI HOLDING CORPORATION By: /s/ Xxxxxxx X. XxXxxxxxxx Name: Xxxxxxx X. XxXxxxxxxx Title: Vice President, Treasurer and Assistant Secretary XXXXXXXX XXXXX, INC. By: /s/ Xxxxxxx X. XxXxxxxxxx Name: Xxxxxxx X. XxXxxxxxxx Title: Vice President, Treasurer and Assistant Secretary (Second Supplemental Indenture) TRUSTEE: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Vice President (Second Supplemental Indenture) SCHEDULE I SUBSIDIARY GUARANTORS SUBSIDIARY STATE OF ORGANIZATION Xxxx Corporation XXXX and Interiors Delaware Lear European Operations Corporation Delaware Lear Mexican Seating Corporation Delaware
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No Recitals, etc. The recitals in this Supplemental Indenture are made by the Company and not by the Trustee or the Principal Paying Agent, and the Trustee and the Principal Paying Agent shall not be responsible for the validity or sufficiency hereof with respect to the Company.
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No Recitals, etc. Neither the Original Trustee nor the Separate Trustee shall be responsible in any manner whatsoever for or in respect of the recitals contained herein, all of which are made solely by the Company. Neither the Original Trustee nor the Separate Trustee makes any representations as to the validity or sufficiency of this Second Supplemental Indenture, except, in the case of the Separate Trustee with respect to the statements contained in Section 203.
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No Recitals, etc. The Trustee assumes no ----------------- responsibility for or in respect of the validity or sufficiency of the Second Supplemental Indenture or the due execution hereof by the Company and SMS or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company and SMS." SIGNATURES
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Related to No Recitals, etc

  • Amendment to Recitals The recitals of the Credit Agreement are hereby amended by deleting the reference to "$275,000,000" contained therein and substituting "$350,000,000" therefor.

  • RECITALS A Upon consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 25, 1997 by and among X.X. Childs Equity Partners, L.P., a Delaware limited partnership, UHS Acquisition Corp., a Minnesota corporation, and Universal Hospital Services, Inc., a Minnesota corporation (the "Acquisition Agreement"), and of certain related transactions to be consummated concurrently therewith, the Stockholders (as hereinafter defined) will own (and may hereafter acquire) certain shares of Common Stock (as hereinafter defined) and certain options, warrants, securities and other rights to acquire from the Company, by exercise, conversion, exchange or otherwise, shares of Common Stock or securities convertible into Common Stock. B. All of the Stockholders desire to enter into this Agreement for the purpose of regulating certain aspects of the Stockholders' relationships with one another and with the Company. AGREEMENT In consideration of the premises and the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties to this Agreement mutually agree as follows: ARTICLE I

  • No Responsibility for Recitals, Etc The recitals contained herein and in the Notes (except in the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee in conformity with the provisions of this Indenture.

  • No Responsibility for Loans, Recitals, etc Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (c) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered solely to the Agent; (d) the existence or possible existence of any Default or Unmatured Default; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the financial condition of the Borrower or any guarantor of any of the Obligations or of any of the Borrower's or any such guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrower to the Agent at such time, but is voluntarily furnished by the Borrower to the Agent (either in its capacity as Agent or in its individual capacity).

  • Incorporation of Recitals and Exhibits The Recitals and Exhibits attached to this Agreement are incorporated into and made a part of this Agreement.

  • Recitals Incorporated The recitals of this Agreement are incorporated herein and made a part hereof.

  • RECITALS The above recitals are true and correct and are incorporated herein, in their entirety, by this reference.

  • Merger   Recitals Merger Consideration 2.1(a)(i) Merger Sub Preamble NQDC Plan 3.10(c) NYSE 8.12(ll) Open Source Software 8.12(mm) Owned Company Properties 8.12(nn) Parent Preamble Parent Acquisition Proposal 5.3(d) Parent Alternative Acquisition Agreement 5.3(e) Parent Balance Sheet 4.5(c) Parent Board Recitals Parent Board Recommendation Recitals Parent Bylaws 4.1(a) Parent Capital Stock 4.2(a) Parent Change in Recommendation 5.3(e) Parent Charter 4.1(a) Parent Class A Common Stock 4.2(a) Parent Class B Common Stock 4.2(a) Parent Common Stock 8.12(nn) Parent Disclosure Letter Article IV Parent Expenses 7.5(c) Parent Financial Advisor 4.12 Parent IT Systems 4.17(n) Parent Licensed-In Agreements 4.17(d) Parent License Agreements 4.17(d) Parent Intellectual Property 8.12(oo) Parent Intervening Event 5.3(d) Parent Material Adverse Effect 8.12(qq) Parent Material Contract 4.16(b) Parent Permits 4.1(a) Parent Privacy Laws and Requirements 4.18(a) Parent Preferred Stock 4.3(a) Parent Product 8.12(pp) Parent RSU 8.12(rr) Parent SEC Documents 4.5(a) Parent Share Issuance 4.3(a) Parent Stock Option 8.12(ss) Parent Stock Plans 8.12(tt) Parent 401(k) Plan 8.12(uu) Parent Stockholder Approval 4.3(b) Parent Stockholders Meeting 4.3(a) Parent Subsidiaries 4.1(a) Parent Superior Proposal 5.3(d) Parent Termination Fee 7.6(a) Parent Voting Agreement Recitals Parent Voting Debt 4.2(b) Parent’s Counsel 5.18(d) Parties Preamble Payment 7.7(a) Payor 7.7(a) Permits 8.12(vv) Permitted Liens 8.12(ww) Person 8.12(xx) Personal Information 8.12(yy) Potential Backside Filer 5.6(a) Principal Antitrust Consent 5.6(a) Proceeding 5.12 Recipient 7.7(a) Release 8.12(zz) Representatives 5.2(a) SEC 8.12(aaa) Second Investor Antitrust Notice 5.6(a) Securities Act 8.12(bbb) Shares Recitals Software 8.12(ccc) SOX 8.12(ddd) Subsidiary 8.12(eee) Surviving Company 1.1 Tax Authority 8.12(fff) Tax Return 8.12(ggg) Taxes 8.12(hhh) Termination Date 7.2(a) Uncertificated Shares 2.1(a)(ii) WARN Act 3.11(e) Willful Breach 7.7 Withholding Agent 2.2(h) AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (hereinafter referred to as this “Agreement”), dated as of October 15, 2018, among SendGrid, Inc., a Delaware corporation (the “Company”), Twilio Inc., a Delaware corporation (“Parent”), and Topaz Merger Subsidiary, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”

  • Incorporation of Recitals The Recitals to this Agreement are incorporated into and shall constitute a part of this Agreement.

  • Recitals and Schedules References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the Parties are references respectively to the Parties and their legal personal representatives, successors and permitted assigns.

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