Representation and Covenant of Stockholder Representative Sample Clauses

Representation and Covenant of Stockholder Representative. The Stockholder Representative hereby represents and warrants that, as of the Effective Date, (i) Exhibit A is a true and complete copy of the 2008 Employee Retention Bonus Plan of the Company (“Retention Bonus Plan”), with a Retention Pool (as defined in the Retention Bonus Plan) of $[**] (the “Maximum Aggregate Payment Amount”); and (ii) Exhibit B sets forth a true and complete list of any and all Retention Bonuses paid or payable to a Participant (each as defined in the Retention Bonus Plan) under the Retention Bonus Plan, plus (A) an amount equal to $50,000 to be disbursed out of the Retention Escrow Amount as additional consideration to Xxxxxx Xxxxxxx for his services as Stockholder Representative, as approved by the Company Stockholders, (B) an amount equal to $40,000 to be disbursed out of the Retention Escrow Amount as additional consideration to Xxxxxxx X. Xxxxxxxx, and (C) such amount as shall be directed by the Stockholder Representative to pay the fees and costs of legal counsel for the Company Securityholders and the costs and fees of the Paying Agent. The Stockholder Representative further covenants that after the Effective Date, he shall not modify the Retention Bonus Plan or take any other action, in either case that results in any obligation to pay Retention Bonuses, fees and any other amounts related to or arising from the Retention Bonus Plan that, when taken together with the obligations related to or arising from the Retention Bonus Plan as of the Effective Date, would exceed the Maximum Aggregate Payment Amount.
Sample 1
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Related to Representation and Covenant of Stockholder Representative

  • Survival of Representations, Etc All representations and warranties contained in this Agreement or made in writing by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of this Agreement and the Loan Documents, the making of the Advances and any investigation made by or on behalf of the Lenders, none of which investigations shall diminish any Lender’s right to rely on such representations and warranties. All obligations of the Borrower provided for in Sections 2.12, 2.13, 2.14(c), 9.04, and 9.07 and all of the obligations of the Lenders in Section 8.05 shall survive any termination of this Agreement and repayment in full of the Obligations.

  • Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Breach of Representations, Etc Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

  • Representations, Warranties and Covenants of Stockholder Stockholder represents, warrants and covenants to Parent as follows:

  • Representations and Warranties of Stockholders Each Stockholder, as to itself (severally and not jointly), hereby represents and warrants to Parent as follows:

  • Representations and Warranties of Stockholder Stockholder hereby represents and warrants to Parent as follows:

  • Reaffirmation of Representations The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Credit Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • Representations, Warranties and Covenants of the Stockholder The Stockholder represents, warrants and covenants to the Purchaser that:

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