Of the Company. To induce the Advisor to enter into this Agreement, the Company hereby represents and warrants that:
Of the Company. The Company hereby represents and warrants to each Underwriter on the date hereof, and shall be deemed to represent and warrant to each Underwriter on the Closing Date and the Additional Closing Date, as the case may be, that:
Of the Company. The Company covenants and agrees with the several Underwriters as follows:
Of the Company. The Company agrees to do each of the following:
Of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.
Of the Company. The Company represents and warrants to Employee that (a) this Agreement has been duly executed and delivered by the Company; (b) the execution, delivery and performance of the Agreement by the Company has been duly authorized by all necessary corporate action: (c) this Agreement constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms; (d) the execution, delivery and performance of the Agreement by the Company do not and will not conflict with, violate, or constitute a breach of the By-laws of the Company or any of its affiliates or subsidiaries or any law or regulation applicable to the Company or any of its subsidiaries: and (e) the Company has not received any legal advice contrary to the Company’s representations and warranties set forth in this Section 6.2.
Of the Company. The Company hereby represents and warrants to Subscriber as follows:
Of the Company. Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property:
Of the Company. To induce Xxxxx REF to enter into this Agreement, the Company hereby represents and warrants that:
Of the Company. The Company agrees to do each of the following: Engage the Developer as the creator of its Application System as further detailed in [EXHIBIT A] to this Agreement. Provide all assistance and cooperation to the Developer in order to complete the Application System timely and efficiently. Provide initial information, and supply all content for the Application System.