Representation of the Company. The Company hereby acknowledges that the status of the Escrow Agent with respect to the offering of the Shares is that of agent only for the limited purposes herein set forth, and hereby agrees it will not represent or imply that the Escrow Agent, by serving as the Escrow Agent hereunder or otherwise, has investigated the desirability or advisability of an investment in the Shares, or has approved, endorsed or passed upon the merits of the Shares, nor shall the Company use the name of the Escrow Agent in any manner whatsoever in connection with the offer or sale of the Shares, other than by acknowledgement that it has agreed to serve as Escrow Agent for the limited purposes herein set forth.
Representation of the Company. The Company hereby acknowledges that the status of the Transfer Agent and the Escrow Agent with respect to the offering of the Shares is that of agent solely of the Company only for the limited purposes herein set forth, and hereby agrees it will not represent or imply that the Transfer Agent or Escrow Agent, by serving as the Escrow Agent or Transfer Agent hereunder or otherwise, has investigated the desirability or advisability of an investment in the Shares, or has approved, endorsed or passed upon the merits of the Shares, nor shall the Company use the name of the Transfer Agent or Escrow Agent in any manner whatsoever in connection with the offer or sale of the Shares, other than by acknowledgement that it has agreed to serve as Transfer Agent or Escrow Agent for the limited purposes herein set forth.
Representation of the Company. Only (i) the Board of Directors acting in accordance with a resolution validly passed by it, and (ii) the Person or Persons duly empowered through a valid power of attorney approved by the Board of Directors in writing; will have the authority to represent the Company.
Representation of the Company. The Company hereby acknowledges that the status of the Processing Agent and the Escrow Agent with respect to the offering of the Shares is that of agent solely of the Company only for the limited purposes herein set forth, and hereby agrees it will not represent or imply that the Escrow Agent or Processing Agent, by serving as the Escrow Agent or Processing Agent hereunder or otherwise, has investigated the desirability or advisability of an investment in the Shares, or has approved, endorsed or passed upon the merits of the Shares, nor shall the Company use the name of the Escrow Agent or Processing Agent in any manner whatsoever in connection with the offer or sale of the Shares, other than by acknowledgement that it has agreed to serve as Escrow Agent or Processing Agent for the limited purposes herein set forth.
Representation of the Company. The Company represents and warrants that the Shares issuable upon any exercise of the Option, when purchased and paid for as herein provided, will be validly issued, fully paid and non-assessable.
Representation of the Company. Without limiting the generality of clause 6.4 the Manager shall have power and authority having due regard to the Investment Policy and the duties of the Manager under this Agreement and having had prior consultation with the Board;
Representation of the Company. The Borrower hereby represents and warrants that, as of the date hereof and as of the Increase Date, no event or condition shall have occurred and then be continuing that constitutes a Default or Unmatured Default.
Representation of the Company. The Company represents and warrants that (i) all corporate action required to be taken by the Company to fully authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, any action required to be taken by the Board, any committee of the Board or any other person or body to interpret or otherwise act with respect to any company plan, program, policy, arrangement or agreement) has been duly and effectively taken, (ii) the officer signing this Agreement on behalf of the Company is duly authorized to do so, (iii) the execution, delivery and performance of this Agreement does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document to which the Company is a party or by which it is bound and (iv) upon execution and delivery of this agreement by the Parties, it shall be a valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. The Company also represents that by approving this Agreement, the Plan Administrator of the Plan has exercised its discretion pursuant to Article Two of the Plan to approve the vesting and exercisability of options not vested on the date of termination of Employee's employment or, if sooner, the occurrence of a Change in Control and to approve any extension of time to exercise options upon any such termination or occurrence.
Representation of the Company. Vis-à-vis third parties, all acts entailing a commitment on the part of the Company shall be deemed to be valid when performed by the Chairman of the Executive Board or by any member on whom the Supervisory Board has conferred the title of Chief Executive Officer. The Chairman of the Executive Board and, where applicable, the Chief Executive Officers are authorised to nominate special representatives to carry out certain aspects of their powers. They may notably delegate power to represent and commit the Company in its relations with any third parties to a member of the Executive Board within their field of expertise, as per the division of responsibilities set out in Article 14.4.5 below.
Representation of the Company. The Company represents and warrants to each of the Plausteiners (i) that the Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (ii) this Agreement is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms and (iii) that the shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable.
