Porthouse Sample Clauses

Porthouse. Porthouse represents and warrants that he is the record and beneficial owner of the shares of common stock of Holdings set forth on Schedule 2(a) (the “Porthouse Stock”). Porthouse represents and warrants that the shares of Porthouse Stock (i) are not subject to or bound by any agreement affecting or relating to Porthouse’s right to transfer the Porthouse Stock, and (ii) are free and clear of all Liens. There are no voting trusts, proxies, or any other agreements or understandings with respect to the voting of the Porthouse Stock to which Porthouse is a party.
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Porthouse. This Agreement has been duly executed and delivered by Porthouse and constitutes the legal, valid, and binding obligation of Porthouse, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or other similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.
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Porthouse. Porthouse shall indemnify, defend, and hold harmless the Buyer Indemnified Parties from and against all Damages incurred by any Buyer Indemnified Party that arise out of or result from (A) any breach of any of the representations and warranties of Porthouse in this Agreement, and (B) any breach by Porthouse of any of his covenants in this Agreement.
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Related to Porthouse

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • S.T If Federal Funds are not received on time, such funds will be invested, and shares purchased thereby will be issued, as soon as practicable.

  • India As used herein, “

  • Western will as requested by the Manager oversee the maintenance of all books and records with respect to the investment transactions of the Fund in accordance with all applicable federal and state laws and regulations, and will furnish the Directors with such periodic and special reports as the Directors or the Manager reasonably may request.

  • Arizona The following Arizona provisions are not intended to, and do not, limit the express choice of New York law set forth in Section 9.3 of this Agreement and as set forth in the other Loan Documents, and are set forth herein, if and to the extent that, notwithstanding the choice of law provisions contained in this Agreement and the other Loan Documents, Arizona law is held to govern any Mortgage encumbering a Property located in Arizona or any other Loan Document:

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • to Buyer Unless and until Buyer shall give written notice to Seller, Custodian and Bank to the contrary, all written notices to Buyer shall be sent to Custodian. For informational purposes, Buyer's address is as follows: 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention of ________________. Buyer's telephone is as follows: ______________.

  • Specific Services Without limiting the generality of the Services to be provided as set forth above, it is hereby acknowledged and agreed that Consultant will provide the following specific services:

  • Headquarters The worldwide corporate headquarters and principal office of the Company shall be at such place as the Board may designate from time to time. From and after the Closing Date, until changed by action of the Board, the worldwide corporate headquarters and principal office of the Company will be located at the Company’s current headquarters in Sturtevant, Wisconsin, U.S.A.

  • Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

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