Representations and Agreements of the Company. The Company represents and warrants to the Bank as of the date hereof and as of the Closing Date, and agrees with the Bank, that:
Representations and Agreements of the Company. The Company represents that all corporate actions on the part of the Company, its officers, directors, managers and equity holder necessary for the sale and issuance of this Warrant have been taken.
Representations and Agreements of the Company. The Company represents to and agrees with the Placement Agent that, as of the date hereof and the Closing Date:
Representations and Agreements of the Company. The Company represents to the Manager that the Company has all necessary power and authority to execute, deliver and perform this Agreement and all transactions contemplated hereby, and such execution, delivery and performance will not violate any applicable law, rule, regulation, governing document (e.g., Certificate of Incorporation or Bylaws), contract or other material agreement binding upon the Company. If Appendix A is applicable, the Company makes such representations and warranties as are set forth therein.
Representations and Agreements of the Company. Individual's agreement to assent to and execute the releases contemplated under this Section 13 and Exhibit A hereto is expressly contingent upon the representation of the Company that, assuming Individual's compliance with the provisions of this Separation Agreement and the accuracy of his representations in this Separation Agreement, as of the Effective Date neither it nor any of its Subsidiaries intends to make any claim or file suit or other action against Individual. The Company agrees, on its own behalf and on behalf of its Subsidiaries, not to make any claim or bring or join any lawsuit against Individual in any court (except as necessary to protect the rights of the Company and the other Released Parties under this Separation Agreement) to the extent that such claim or lawsuit is predicated on matters known at the Effective Date by the Audit Committee or the Nominating, Governance and Compensation Committee of the Board and relating to Individual's employment, membership on the Board, events occurring during Individual's employment or membership on the Board, or the termination of Individual's employment or membership on the Board. The Company represents that, as of the Effective Date, neither it nor any of its Subsidiaries has brought or joined any lawsuit or filed any charge or claim against Individual in any court or before any government agency and has made no assignment of any rights that the Company or any of its Subsidiaries has asserted or may have against Individual to any person or entity. The Company agrees that it will reaffirm the foregoing representations and agreements in this subsection as of the Separation Date.
Representations and Agreements of the Company. The Company makes the following representations and agreements as the basis for its undertakings herein contained:
Representations and Agreements of the Company. The Company represents and warrants to, and agrees with, each Holder that (i) each document or report (a "Disclosure Document") filed by the Company with the SEC since December 31, 1997 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the date of the filing thereof with the SEC, conformed in all material respects to the requirements of the Exchange Act, and the rules and regulations thereunder and, as of the date of such filing, such Disclosure Document did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) the Company has issued and sold the Notes and the Series C, D and E Preferred Stock, and has not granted any registration rights with respect to the Series C, D or E Preferred Stock or the securities into which such preferred stock is convertible and (iii) the capitalization of the Company, including its authorized capital stock and the number of shares issued and outstanding, is set forth on Exhibit B hereto.
Representations and Agreements of the Company. (a) The Company represents and agrees that, without the prior consent of Xxxxxxx, Xxxxx & Co., it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter represents and agrees that, without the prior consent of the Company and Xxxxxxx, Sachs & Co., it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus; any such free writing prospectus the use of which has been consented to by the Company and Xxxxxxx, Xxxxx & Co. is listed on Schedule II hereto;
Representations and Agreements of the Company. The Company, in order to induce the approval of the loan, represents and agrees as follows;
Representations and Agreements of the Company. The Company represents to the Manager that the Company has all necessary power and authority to execute, deliver and perform this Agreement and all transactions contemplated hereby, and such execution, delivery and performance will not violate any applicable law, rule, regulation, governing document (e.g., Certificate of Incorporation or Bylaws), contract or other material agreement binding upon the Company. If Appendix A and/or Appendix B are applicable, the Company makes the acknowledgments, representations and warranties as are set forth therein. The Company represents that the assets of the Account do not constitute assets of (a) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), whether or not subject to Title I of ERISA; (b) a plan described in Section 4975(e)(l) of the Internal Revenue Code; or, (c) an entity whose underlying assets are assets of a plan described in (a) or (b) by reason of such plan’s investment in the entity.
