Company and Guarantors. Each Not an “Investment Company”. The Company has been advised of the rules and requirements under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Neither the Company nor any Guarantor is, nor after giving effect to the offering and sale of the Securities and the application of the net proceeds therefrom, as described in the Preliminary Offering Memorandum and in the Offering Memorandum, will be, an “investment company” within the meaning of the Investment Company Act, and the Company and each Guarantor intends to conduct its business in a manner so that it will not become subject to the Investment Company Act.
Company and Guarantors. May Consolidate, Etc.,
Company and Guarantors. On the date hereof, effective upon effectiveness of the Merger, Company (i) as the survivor of the Merger, will by operation of law assume the obligations of the Issuer pursuant to this Agreement, the Indenture, the Notes and the Purchase Agreement, (ii) will expressly assume the Issuer's obligations under this Agreement, the Indenture, the Notes and the Purchase Agreement by executing joinders to each of such agreements in form and substance satisfactory to the Representative, (iii) will cause the Guarantors to become Guarantors and execute a supplemental indenture to the Indenture as required by the Indenture and (iv) will cause those Guarantors to become party to this Agreement and the Purchase Agreement by executing joinders to such agreements in form and substance satisfactory to the Representative.
Company and Guarantors acknowledge the Indebtedness as set forth in the Loan Documents, the amount of the Indebtedness as stated above and the existence of the Events of Default identified in the July 15 Letter.
Company and Guarantors acknowledge and agree the Loan Documents presently provide for and they shall reimburse for any and all costs and expenses of Agent and Banks, including, but not limited to, all counsel fees of Agent and Xxxxx, whether in relation to drafting, negotiating or enforcement or defense of the Loan Documents or this Agreement, including any preference or disgorgement actions as defined in this Agreement and all of Agent's audit fees, incurred by Agent or Banks in connection with the Indebtedness, administration of the Indebtedness and/or any efforts to collect or satisfy all or any part of the Indebtedness. Company and Guarantors further agree to indemnify and hold Agent and Banks harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorney fees. Company and Guarantors shall immediately reimburse Agent and Xxxxx for all of their costs and expenses upon demand.
Company and Guarantors acknowledge and agree the Loan Documents presently provide and they shall permit Agent to conduct such appraisals, inspections, surveys and/or testing, whether for environmental contamination or otherwise, that Agent deems necessary, on any and all real property upon which Agent may possess a mortgage securing the Indebtedness, and the cost of such appraisals, inspections, surveys and testing are part of the costs and expenses for which the Company and Guarantors must reimburse Agent.
Company and Guarantors. 16 2.20 Solvency.. . . . . . . . . . . . . . . . . . . . . . 16 2.21 Insurance. . . . . . . . . . . . . . . . . . . . . . 17 2.22 True and Correct Copies. . . . . . . . . . . . . . . 17
Company and Guarantors. The Company and the Guarantors are operated as part of one consolidated business entity and are directly dependent upon each other for and in connection with their respective business activities and their respective financial resources. The Guarantors will receive a direct economic and financial benefit from the Debt incurred under this Agreement by the Company, and the incurrence of such Debt is in the best interests of the Guarantors.
