WITH RESPECT TO THE COMPANY Sample Clauses

WITH RESPECT TO THE COMPANY. Upon reasonable notice, the Company shall afford SUBJECT BANK, and its officers, employees, counsel, accountants and other authorized representatives, access, during normal business hours throughout the period prior to the date of the meeting of shareholders of the Company held to vote (or written consent voting) upon the transactions contemplated by this Agreement, to such information regarding the Company and its subsidiaries as shall be reasonably necessary for SUBJECT BANK to fulfill its obligations pursuant to this Agreement to prepare the Joint Proxy Statement-Prospectus. In addition to the foregoing, the Company shall, within a reasonable period of time prior to the Closing, afford SUBJECT BANK and its officers, employees, counsel, accountants and other authorized representatives, such access as is reasonably necessary to confirm that the representations and warranties of the Company made herein are true and correct in all material respects. Notwithstanding the foregoing, in its discretion, the Company may limit or exclude the provision of and access to information relating to any actual or proposed acquisition or business combination by the Company that is unrelated to the Merger. The Company shall furnish promptly to SUBJECT BANK a copy of each application, report, schedule, correspondence and other document filed by the Company with or received by the Company from any Governmental Entity in connection with the transactions contemplated hereunder, and the Company agrees to notify SUBJECT BANK by telephone within 24 hours of receipt of any adverse oral communication from any Governmental Entity regarding the outcome of any regulatory applications required in connection with the Merger. Neither the Company nor any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or would contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. No investigation pursuant to this Section 4.3.2 by SUBJECT BANK shall affect of be deemed to modify or waive any representation or warranty made herein by the Company or the conditions to the obligation of S...

WITH RESPECT TO THE COMPANY. The Members jointly and severally represent and warrant to Buyer that the statements contained in this Article IV are true and correct as of the date hereof and as of the Closing Date, except as set forth in the Disclosure Schedules numbered to correspond to the Section of this Article IV to which such exception relates.

WITH RESPECT TO THE COMPANY. The Seller hereby represents and warrants to Buyer solely with respect to the Company, as follows:

WITH RESPECT TO THE COMPANY. 3.2.1 The COMPANY has been validly incorporated and validly exists pursuant to the business laws of the state of Minnesota and holds all appropriate licenses and permits and has the corporate power to do business in all the jurisdictions in which it presently carries on business; 3.2.2 There are presently no other issued and outstanding shares of the COMPANY other than the SHARES; (a) The COMPANY is not in violation of any by-law, ordinance, rule, policy or regulation of any governing body, or provincial, federal or municipal or private authority; (b) Neither the COMPANY not the SELLER has received notice or advice of or has knowledge of a violation of any zoning regulation, ordinance or other law, order or regulation relating to the COMPANY's operations or properties; (c) Neither the COMPANY nor the SELLER has received notice or advice of or has knowledge of a violation of any environmental regulatory law, order or regulation relating to the COMPANY'S operations or properties; 3.2.4 The COMPANY's only place of business is located at 7550 24th Avenue, South, Suite 168, Minxxxxxxxx, Xxxxxxxxx 00000. 0.0.0 Xxx xxxxxx xxxxx xx xxx COMPANY contain copies of the articles of incorporation or other constating documents and all amendments thereto issued to the COMPANY, the complete by-laws of the COMPANY and the minutes of all meetings and all resolutions of the directors and shareholders of the COMPANY from the time of its incorporation to date; 3.2.6 The current corporate Officers and Directors of the COMPANY are: DIRECTORS: Lowell Holden OFFICERS: Xxsition Lowell Holden Chief Exexxxxxx Xxxxxxr, Treasurer Lowell Holden President, Xxxxxxxxx 3.2.7 The following is a list of each bank account maintained by the COMPANY and the names of all persons currently authorized to draw thereon: Bank Authorized Person Central Bank Lowell Holden US Bank Xxxell Holden 3.2.8 The COMPANY xx xxx x xxxber of any partnership, joint venture or other form of business organization and owns no shares in any other corporation; 3.2.9 The COMPANY has never been convicted of a criminal or any other offence and is not presently involved in an investigation or prosecution of any such offense.

WITH RESPECT TO THE COMPANY. The Shareholders, with respect to the Company, represent and warrant to Purchaser as follows (where any paragraph of this Article IV or any provision or disclosure made or referred to in the disclosure schedule (the “Disclosure Schedule”) delivered by the Shareholders to Purchaser and signed by the Shareholders of the Company in their capacities as such by execution of this Agreement, is qualified by the expressions “to the knowledge of the Shareholders and the officers of the Company” or “each Shareholder and officer of the Company is not aware” or any similar expression, then that expression shall be deemed to refer to the actual knowledge of the Shareholder and Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Par Svalänge and Jan Oredsson, after reasonable inquiry):

WITH RESPECT TO THE COMPANY. During the Restricted Period, the Xxxxxx/JEC Signatories shall not, and shall cause the other members of the Xxxxxx/JEC Group and its and their directors, officers and employees not to, make or cause to be made any public statement, announcement or communication that disparages, defames, calls into disrepute, slanders, impugns, casts in a negative light or otherwise damages or is reasonably likely to damage the reputation of the Company or any of its Affiliates, Associates, subsidiaries, successors or assigns, or any of its or their respective current or former officers, directors or employees (in each case, in their capacities as such), or any of its or their respective businesses, products or services.

WITH RESPECT TO THE COMPANY. Except (i) as set forth on the disclosure letter dated as of the date of this Agreement and delivered by the Company to Rice on or prior to the date of this Agreement (the “Company Disclosure Letter”) and (ii) as disclosed in the Registration Statement (excluding any disclosures set forth in the Registration Statement in any risk factor section or any forward-looking disclosure in any section relating to forward-looking statements), the Vantage Sellers, jointly and severally, represent and warrant to Rice as follows (it being understood that the representations and warranties set forth in this Article IV are made giving effect to the Restructuring that will take place prior to Closing):

WITH RESPECT TO THE COMPANY. The Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(e) will be the sole and exclusive remedy of the Company, the Company Stockholders and their respective Affiliates against (A) Parent, Merger Sub and each of their respective Affiliates; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Sub and each of their respective Affiliates (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) in respect of this Agreement and the Merger, including the failure of Parent to obtain the Financing, any breach or default under Section 6.4 or its failure to consummate the Merger and effect the Closing, and upon payment of such amount, none of the Parent Related Parties will have any further liability or obligation (monetary or otherwise) to the Company, the Company Stockholders or any of their respective Affiliates relating to or arising out of this Agreement or the Merger (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Parties may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) and Section 8.3(d), as applicable).

WITH RESPECT TO THE COMPANY. Seller represents and warrants, as of the date hereof, and as of the Closing Date, as follows:

WITH RESPECT TO THE COMPANY. (1) It is a statutory trust organized, existing and in good standing under the laws of the State of Delaware; (2) It is a closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act; (3) The Registration Statement has been filed and will be effective and remain effective during the term of this Agreement; and all necessary filings under the securities laws of the states in which the Company offers or sells its shares have been made; and (4) As of the close of business on the date of this Agreement, the Company is authorized to issue shares of its capital stock.