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.
AutoNDA by SimpleDocs
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.
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.
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.
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.
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.
Acknowledgements and Agreements of the Company. The Company hereby:
AutoNDA by SimpleDocs

Related to Acknowledgements and Agreements of the Company

Time is Money Join Law Insider Premium to draft better contracts faster.