Relationship to the Company. The value of the consideration received and to be received by the Guarantor is reasonably worth at least as much as the liability and obligation of the Guarantor incurred or arising under this Guaranty. The Guarantor has had full and complete access to the Agreement and the Notes and all other loan documents relating to the Obligations and the Guaranteed Debt, has reviewed them and is fully aware of the meaning and effect of their contents. The Guarantor is fully informed of all circumstances which bear upon the risks of executing this Guaranty and which a diligent inquiry would reveal. The Guarantor has adequate means to obtain from the Company on a continuing basis information concerning the Company's financial condition, and is not depending on the Lender to provide such information, now or in the future. The Guarantor agrees that the Lender shall not have any obligation to advise or notify the Guarantor or to provide the Guarantor with any data or information. The execution and delivery of this Guaranty is not given in consideration of (and the Lender has not in any way implied that the execution of this Guaranty is given in consideration of) the Lender's making, extending or modifying any loan to the Guarantor or to any other financial accommodation to or for the Guarantor.
Relationship to the Company. The Director is a member of the board of directors of the Company. Pursuant to a letter separate from this Agreement, the Director has resigned from such directorship effective March 15, 2016 (the “Resignation Date”), a copy of which is attached as Exhibit A.
Relationship to the Company. The Liquidation Manager shall be the sole manager of the Company. The Liquidation Manager shall not for any purpose be considered an employee of the Company. The Liquidation Manager acknowledges that he will be receiving a 1099 from the Company for the compensation he may be paid under the terms of this Agreement and that the Liquidation Manager shall be fully responsible for all taxes, self-employment payments and other similar items.
Relationship to the Company bmp Consultants shall have no power or authority, express or implied, to enter into any contract or commitment, including any agreement with respect to any transaction to raise debt or equity ("Transaction") on behalf of the Company. In addition, nothing contained herein shall be construed in any manner that would deem bmp Consultants or any of its employees to be an employee of the Company.
Relationship to the Company. As of the date hereof, the Guarantor is the owner, directly or through one or more wholly-owned subsidiaries, of all of the issued and outstanding capital stock of the Contractor, the agreement to enter into the Supply Contract with the Contractor is of substantial and material benefit to the Guarantor, the financing evidenced by the Credit Agreement is of substantial and material benefit to the Guarantor, and the Guarantor has reviewed and approved copies of the Supply Contract, the Credit Agreement, and all other related documents and is fully informed of the remedies the Agent may pursue upon the occurrence of a default under the Loan Documents. This Guaranty will remain in full force and effect if Contractor ceases to be a direct or indirect subsidiary of Guarantor and will remain in full force and effect if the Supply Contract is assigned, in accordance with the terms thereof, in whole or in part, by Company and/or the Agent (or any of Company's and/or Agent's successors in interest to the Supply Contract).
Relationship to the Company. The Director hereby voluntarily and irrevocably resigns and retires from his directorship and membership on the Board and any committees thereof on the date of, and effective and conditioned upon the closing, of the transactions contemplated by, the Purchase Agreement (the “Retirement Date”). As of the Retirement Date, and subject to the closing of the Purchase Agreement, the Director shall no longer serve as a director of the Company and shall have no rights or powers of a director of the Company (except for any rights or benefits provided for specifically in this Agreement), and as of the Retirement Date, the Director shall not take any action, or make any public or private statement, to the contrary.
Relationship to the Company. The Director is a member of the board of directors of the Company and has notified the Company that he will not seek re-election of such directorship at the Company’s 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting”). In connection therewith, he agrees to sign and execute such additional documents and additional releases as are reasonably determined by the Company as necessary to effectuate the intent of this Agreement.
Relationship to the Company. Such Purchaser (a) has had no position, office or other material relationship within the past three years with the Company or persons known to it to be affiliates of the Company and (b) is not a NASD member or an Associated Person (as such term is defined under the NASD Membership and Registration Rules Section 1011) as of the Closing. Neither such Purchaser nor any group of Purchasers (as identified in a public filing made with the Commission) of which the Purchaser is a part in connection with the offering of the Shares, acquired, or obtained the right to acquire, 20% or more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the voting power of the Company on a post-transaction basis. The Company acknowledges and agrees that each Purchaser does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2 and in its Investor Questionnaires and its Selling Securityholder Notice and Questionnaire.
Relationship to the Company. Except as expressly provided herein or approved in writing, ADR shall have no power or authority, express or implied, to incur any debt, obligation or liability or to enter into any contract or commitment on behalf of the Company. ADR shall have no authority or power to alter, amend, terminate or otherwise change any contract, or other document issued by the Company. In addition, nothing contained herein shall be construed in any manner that would deem ADR or any of its employees to be an employee of the Company.
Relationship to the Company. Please briefly describe the nature of any relationship you may already have with the Company or any of its directors or officers, including the appropriate date when such relationship began. --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- ---------------------------------------------------------------------------
