Privileged Property; Representation by Kelley Drye Sample Clauses

Privileged Property; Representation by Kelley Drye. (a) Purchaser acknowledges that Kelley Drye has served as legal counsel to each of the Company and the Company Subsidiaries historically, including in connection with this Agreement, the Merger and the transactions contemplated hereby, and that Kelley Drye also serves as legal counsel to Tailwind and certain of the Equityholders. The parties understand and agree that the Equityholders, or any of them, and Tailwind shall be entitled to retain Kelley Drye as their counsel in any dispute between Purchaser, the Surviving Corporation or any of the Company Subsidiaries, on the one hand, and any of the Equityholders or Tailwind, on the other hand, arising from or related to the Agreement, the Merger or the transactions contemplated hereby, notwithstanding Kelley Drye’s prior or potential ongoing representation of the Company, the Surviving Corporation or the Company Subsidiaries, and notwithstanding that the interests of any of the Equityholders and Tailwind, on the one hand, and Purchaser, the Surviving Corporation and the Company Subsidiaries, on the other hand, could be directly adverse to one another. Purchaser waives and shall not assert, and agrees to cause the Surviving Corporation and the Company Subsidiaries to waive and to not assert after the Effective Time, any conflict of interest arising out of the representation by Kelley Drye, after the Effective Time, of any of the Equityholders, Tailwind or any director, officer, manager, partner, employee or equityholder of any of them in any matter arising out of or relating to this Agreement, the Merger or the transactions contemplated hereby. 102

Related to Privileged Property; Representation by Kelley Drye

Tenant Representation and Warranty Tenant hereby represents and warrants to Landlord that (i) neither Tenant nor any of its legal predecessors has been required by any prior landlord, lender or Governmental Authority at any time to take remedial action in connection with Hazardous Materials contaminating a property which contamination was permitted by Tenant of such predecessor or resulted from Tenant’s or such predecessor’s action or use of the property in question, and (ii) Tenant is not subject to any enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority). If Landlord determines that this representation and warranty was not true as of the date of this lease, Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute discretion.
Applicants' Representations 1. Each of the Funds is registered under the 1940 Act as an open-end management investment company and was organized as a Massachusetts business trust. The Templeton Trust currently consists of eight separate series, and the VIP Trust consists of twenty-five separate series. Each Fund's Declaration of Trust permits the Trustees to create additional series of shares at any time. The Funds currently serve as the underlying investment medium for variable annuity contracts and variable life insurance policies issued by various insurance companies. The Funds have entered into investment management agreements with certain investment managers ("Investment Managers") directly or indirectly owned by Franklin Resources, Inc. ("Resources"), a publicly owned company engaged in the financial services industry through its subsidiaries.
Tenant Representations Each person executing this Amendment on behalf of Tenant represents and warrants to Landlord that: (a) Tenant is properly formed and validly existing under the laws of the state in which Tenant is formed and Tenant is authorized to transact business in the state in which the Building is located; (b) Tenant has full right and authority to enter into this Amendment and to perform all of Tenant’s obligations hereunder; and (c) each person (and both persons if more than one signs) signing this Amendment on behalf of Tenant is duly and validly authorized to do so.
Client Representations Client represents and warrants to Consultant that;
COMPANY REPRESENTATIONS, ETC The Company represents and warrants to the Lender as of the date hereof and as of the Closing Date that, except as otherwise provided in the Disclosure Letter hereto or in the Company's SEC Documents:
Access to Information; Independent Investigation Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
Company Representations (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
Investment Representations and Covenants (i) Shareholder represents that they are acquiring the shares of Lion Common Stock to be issued pursuant to this Agreement and the Share Exchange Agreement for their own accounts and for investment only and not with a view to distribution or resale thereof within the meaning of such phrase as defined under the Securities Act of 1993, as amended (the “Securities Act”). The Shareholders shall not dispose of any part or all of such shares of Lion Common Stock in violation of the provisions of the Securities Act and the rules and regulations promulgated under the Securities Act by the U.S. Securities and Exchange Commission (“SEC”) and all applicable provisions of state securities laws and regulations. The Shareholder further acknowledges that
Seller/Servicer's Representations, Warranties and Covenants In addition to the representations, warranties and covenants made by the Seller/Servicer pursuant to subparagraph (a) of this paragraph 3, the Seller/Servicer makes the representations, warranties and covenants set forth in the Guides and, upon request, agrees to deliver to Residential Funding the certified Resolution of Board of Directors which authorizes the execution and delivery of this Contract.
Executive’s Representations Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.