Acknowledgements and Agreements of the Company Sample Clauses

Acknowledgements and Agreements of the Company. Notwithstanding anything herein to the contrary, the Company acknowledges and agrees that (a) the transactions contemplated hereby are arm’s-length commercial transactions between the Company, on the one hand, and the Investors, on the other, (b) in connection therewith and with the processes leading to such transactions, each Investor is acting solely as a principal and not the agent or fiduciary of the Company or the U.S. Debtors or the Canadian Debtors or their estates, (c) the Investors have not assumed advisory or fiduciary responsibilities in favor of the Company or the U.S. Debtors or the Canadian Debtors or their estates with respect to such transactions or the processes leading thereto and (d) the Company, the U.S. Debtors and the Canadian Debtors have consulted their own legal and financial advisors to the extent they deemed appropriate.
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Acknowledgements and Agreements of the Company. Notwithstanding anything herein to the contrary, the Company acknowledges and agrees that (a) the transactions contemplated hereby are arm’s-length commercial transactions between the Company, on the one hand, and each of the Significant Equityholders, on the other, (b) in connection therewith and with the processes leading to such transactions, each Significant Equityholder is acting solely as a principal and not the agent or fiduciary of the Company, its Subsidiaries or their estates, (c) no Significant Equityholder has assumed an advisory or fiduciary responsibility in favor of the Company, its Subsidiaries or their estates with respect to such transactions or the processes leading thereto (irrespective of whether such Significant Equityholder has advised or is currently advising the Company or its Subsidiaries on other matters or whether any officer or employee of such Significant Equityholder is a member of the Company’s or any of its Subsidiaries’ board of directors) and (d) the Company and its Subsidiaries have consulted their own legal and financial advisors to the extent they have deemed appropriate. The Company and its Subsidiaries agree that they will not claim that any Significant Equityholder has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, its Subsidiaries or their estates, in connection with such transactions or the processes leading thereto.
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Acknowledgements and Agreements of the Company. Notwithstanding anything herein to the contrary, the Company acknowledges and agrees that (a) the transactions contemplated hereby are arm’s-length commercial transactions between the Company, New Tronox and the Debtors, on the one hand, and the Backstop Parties, on the other, (b) in connection therewith and with the processes leading to such transactions, each Backstop Party is acting solely as a principal and not the agent or fiduciary of New Tronox or the Company or the other Debtors or their estates, (c) the Backstop Parties have not assumed advisory or fiduciary responsibilities in favor of New Tronox or the Company or the other Debtors or their estates with respect to such transactions or the processes leading thereto and (d) the Company and the other Debtors have consulted their own legal and financial advisors to the extent they deemed appropriate.
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Acknowledgements and Agreements of the Company. Notwithstanding anything herein to the contrary, the Company acknowledges and agrees that (a) the transactions contemplated hereby are arm’s-length commercial transactions between the Company, on the one hand, and the Backstop Parties, on the other, (b) in connection therewith and with the processes leading to such transactions, each Backstop Party is acting solely as a principal and not the agent or fiduciary of the Company or the other Debtors or their estates, (c) the Backstop Parties have not assumed advisory or fiduciary responsibilities in favor of the Company or the other Debtors or their estates with respect to such transactions or the processes leading thereto and (d) the n n u u g g c c e e o o d d V V . . i i e w e w w w w w e e w w r r P P m m D D Click to buy NOW! o Click to buy NOW! o F F c c - - . . X k X k c c C C a a h h r r a a t t - - Company and the other Debtors have consulted their own legal and financial advisors to the extent they deemed appropriate.
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Acknowledgements and Agreements of the Company. The Company will indemnify and hold harmless Impact and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Company contained herein or in any document furnished by it to Impact in connection herewith being untrue in any material respect.
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Acknowledgements and Agreements of the Company. The Company hereby:
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Acknowledgements and Agreements of the Company. (a) The Company acknowledges and agrees that prior to the Company: (A) consenting to any material amendment to the Agreement and Plan of Merger, dated October 16, 2019, to which the Company and CalWest Bancorp, a California corporation, are parties (the “Merger Agreement”); or (B) waiving any material condition to, or obligation of Cal West Bancorp contained in, the Merger Agreement, the Company shall obtain the written consent of Purchaser to any such amendment and/or waiver. In obtaining the consent of the Purchaser as contemplated herein, the Company shall provide written notice to the Purchaser in accordance with Section 6.3 of the Agreement setting forth, in reasonable detail, all matters for which the Company is seeking the Purchaser’s consent hereunder. In the event Purchaser does not respond to such written notice within five (5) business days following the receipt of such notice, then Purchaser shall be deemed to have consented to any such amendment to, or waiver of any material condition to or obligation of Cal West Bancorp under, the Merger Agreement.
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Related to Acknowledgements and Agreements of the Company

  • Acknowledgements and Agreements Executive hereby acknowledges and agrees that in the performance of Executive’s duties to the Company during the Employment Period, Executive shall be brought into frequent contact with existing and potential customers of the Company throughout the world. Executive also agrees that trade secrets and confidential information of the Company, more fully described in Section 8(h) gained by Executive during Executive’s association with the Company, have been developed by the Company through substantial expenditures of time, effort and money and constitute valuable and unique property of the Company. Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that Executive not compete with the Company during Executive’s employment with the Company and not compete with the Company for a reasonable period thereafter, as further provided in the following sections. As a condition of Company entering into this Agreement, Executive must also execute the Company’s Proprietary Information and Assignments Agreement.

  • Acknowledgments and Agreements (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment.

  • Covenants and Agreements of the Company The Company further covenants and agrees with the Placement Agent as follows:

  • Further Agreements of the Company The Company covenants and agrees with each Underwriter that:

  • ACKNOWLEDGEMENTS OF THE PARTIES Notwithstanding anything in this Agreementto the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless prior thereto the Investorshall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects any transactions in the securities of the Company. SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, LTD. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director XXXXX XXXXXXX RACING STABLES, INC. By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO

  • Acknowledgements of Parties The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 7, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 7 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement and Prospectus as required by the Securities Act and the Exchange Act.

  • Acknowledgements and Consents Each of the parties hereby acknowledges and consents to the following:

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that:

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