Representation of the Company Sample Clauses

Representation of the Company. The Company hereby acknowledges that the status of the Escrow Agent with respect to the offering of the Shares is that of agent only for the limited purposes herein set forth, and hereby agrees it will not represent or imply that the Escrow Agent, by serving as the Escrow Agent hereunder or otherwise, has investigated the desirability or advisability of an investment in the Shares, or has approved, endorsed or passed upon the merits of the Shares, nor shall the Company use the name of the Escrow Agent in any manner whatsoever in connection with the offer or sale of the Shares, other than by acknowledgement that it has agreed to serve as Escrow Agent for the limited purposes herein set forth.
Representation of the Company. Only (i) the Board of Directors acting in accordance with a resolution validly passed by it, and (ii) the Person or Persons duly empowered through a valid power of attorney approved by the Board of Directors in writing; will have the authority to represent the Company.
Representation of the Company. The Company will be bound towards third parties by the joint signatures of any two directors or by the individual signature of the person to whom the daily management of the Company has been delegated, within such daily management, or by the joint signatures or single signature of any persons to whom such signatory power has been delegated by the board, but only within the limits of such power.
Representation of the Company. The Company represents and warrants that the Shares issuable upon any exercise of the Option, when purchased and paid for as herein provided, will be validly issued, fully paid and non-assessable.
Representation of the Company. All of the records concerning the company shall be signed either by the chairman or by the Chief Executive Officer or by one of the deputy Chief Executive Officers, if several exist, or by such director as may have been delegated in the event of the disability of the chairman, or else by any agent who has received powers for such purpose from any one of these or from the board of directors.
Representation of the Company. All agreements concerning the Company are signed either by the Chairperson of the Board, the Chief Executive Officer or one of the Deputy Chief Executive Officers, if more than one exists, or by a Director who has been delegated authority in event of the unavailability of the Chairperson of the Board, or by any agent who has received a power for such purpose from any one of the foregoing persons or from the Board of Directors.
Representation of the Company. The Company represents and warrants that (i) all corporate action required to be taken by the Company to fully authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, any action required to be taken by the Board, any committee of the Board or any other person or body to interpret or otherwise act with respect to any company plan, program, policy, arrangement or agreement) has been duly and effectively taken, (ii) the officer signing this Agreement on behalf of the Company is duly authorized to do so, (iii) the execution, delivery and performance of this Agreement does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document to which the Company is a party or by which it is bound and (iv) upon execution and delivery of this agreement by the Parties, it shall be a valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. The Company also represents that by approving this Agreement, the Plan Administrator of the Plan has exercised its discretion pursuant to Article Two of the Plan to approve the vesting and exercisability of options not vested on the date of termination of Employee's employment or, if sooner, the occurrence of a Change in Control and to approve any extension of time to exercise options upon any such termination or occurrence.
Representation of the Company. The Borrower hereby represents and warrants that, as of the date hereof and as of the Increase Date, no event or condition shall have occurred and then be continuing that constitutes a Default or Unmatured Default.
Representation of the Company. The parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Company and/or Sellers in connection with this Agreement, and may have also represented the Company and/or its Affiliates in connection with matters other than the transactions that are the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent one or more of Sellers or their Affiliates in connection with matters in which such Persons are adverse to the Company or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and Buyer, who are represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of Sellers and their Affiliates in which the interests of such Person are adverse to the interests of the Company and/or Buyer or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Company or any of its Affiliates. The parties hereto acknowledge and agree that, for the purposes of the attorney-client privilege, Sellers, (and not the Company or its directors, officers or employees), shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the other Transaction Documents.
Representation of the Company. The Company hereby represents that the Termination Fee is proportionate to the corresponding termination fee paid to Bank of America, N.A. and its affiliates (collectively, “BofA”), based on the number of shares of the Company’s Special Series A Shares (which subsequently converted into the Company’s common shares of beneficial interest) that were issued to the Holders, on one hand, and BofA, on the other hand, in connection with the Company’s March 2010 restructuring. Wells Fargo Bank, N.A. Wells Fargo Community Development Corporation January 11, 2013 Please acknowledge your agreement to the terms and conditions of this letter by countersigning a copy of this letter below and returning it to the Company. This letter may be executed in counterparts each of which shall be an original and all of which taken together shall constitute one and the same letter. Any facsimile or portable document format copy hereof or signature hereon shall, for all purposes, be deemed an original. Very truly yours, CENTERLINE HOLDING COMPANY By: /s/ Michael Larsen Name: Michael Larsen Title: Chief Financial Office ACCEPTED AND AGREED TO WELLS FARGO BANK, N.A. By: /s/ Tim Rafalovich Name: Tim Rafalovich Title: Senior Vice President WELLS FARGO COMMUNITY DEVELOPMENT CORPORATION By: /s/ Tim Rafalovich Name: Tim Rafalovich Title: Senior Vice President EXHIBIT A LETTER FROM COMPANY TO WELLS FARGO BANK, N.A., DATED FEBRUARY 26, 2010 EXECUTION COPY CENTERLINE HOLDING COMPANY 625 Madison Avenue New York, NY 10022 Wells Fargo Bank, N.A. 420 Montgomery Street San Francisco, CA 94163 Attn: Ed Blakey Reference is made to that certain Exchange and Consent Agreement (the “Agreement”) entered into as of February 26, 2010 by and among Centerline Holding Company (the “Company”), Wells Fargo Bank, N.A. (the “Holder”) and Paul, Hastings, Janofsky & Walker LLP, as escrow agent. All capitalized terms not defined in this letter shall have the meanings ascribed to them in the Agreement (including schedules and exhibits).