Conditions Affecting the Company Sample Clauses

Conditions Affecting the Company. The Company has used its reasonable commercial efforts to keep available the services of the employees, agents, customers and suppliers of the Company. The Company has no reason to believe that any loss of any employee, agent, customer or supplier or other advantageous arrangement will result because of the consummation of the transactions contemplated hereby.
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Conditions Affecting the Company. FULL DISCLOSURE. There are no other conditions with respect to the Company's products, services, customers, properties, personnel or suppliers which are known to the Company or the Stockholder which would materially adversely affect the Company's Business, operations, assets, properties, prospects or conditions (financial or otherwise), except such conditions as the Company and Stockholder have fully disclosed in the Schedules to this Agreement. Neither the Company nor the Stockholder is aware of any facts pertaining to the Company or the Company's Business which materially adversely affect or which would be expected to materially adversely affect the Company or the Company's business and which have not been disclosed in this Agreement or the Schedules attached to this Agreement. No representation or warranty of the Company or the Stockholder in this Agreement, any Company Ancillary Documents or Stockholder Ancillary Documents, nor any written statement or certificate furnished or to be furnished to the Purchaser pursuant to this Agreement, or in connection with the transactions contemplated by this Agreement, contains or will contain when made, given or furnished any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.
Conditions Affecting the Company. To the Knowledge of the Warrantors, there are no conditions existing with respect to the Company’s products, services, facilities or personnel which have had a Material Adverse Effect on the Company.
Conditions Affecting the Company. No employee, agent, customer or supplier of the Company has given the Company written notice that he/she/it intends to terminate his/her/its relationship with the Company solely as a result of the consummation of the Merger.
Conditions Affecting the Company. To the best of Sellers' -------------------------------- knowledge, there is no fact, development or threatened development with respect to the markets, products, services, clients, customers, facilities, vendors, suppliers, operations, assets or prospects of the Business which are known to the Sellers which would materially adversely affect the business, operations or prospects of the Company considered as a whole, other than such conditions as may affect as a whole the economy generally. The 13 Company has used its best efforts to keep available for Purchaser the services of the employees, customers and suppliers of the Company active in the conduct of the Business. The Company does not have any reason to believe that any loss of any customer or supplier or other advantageous arrangement will result because of the consummation of the transactions contemplated hereby.
Conditions Affecting the Company. To the knowledge of the Company,
Conditions Affecting the Company. There is no fact, development or threatened development with respect to the markets, products, services, clients, customers, facilities, computer software, data bases, personnel, vendors, supplies, operations, assets or prospects of the Company which are known to the Company or the Shareholders which either individually or in the aggregate would materially adversely affect the business, operations or prospects of the Company considered as a whole, other than such conditions as may affect as a whole the economy generally the Company has used its reasonable and diligent efforts to keep available for the Surviving Corporation the services of employees, agents, customers and suppliers of the Company active in the conduct of the Business. The Company does not have any reason to believe that any loss of any employee, agent, customer or supplier or other advantageous arrangement will result because of the consummation of the transactions contemplated hereby, which losses either individually or in the aggregate would have a material adverse effect on the Business.
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Related to Conditions Affecting the Company

  • Certain Matters Affecting the Agent (a) The Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s certificate or assignment and assumption agreement delivered to the Agent pursuant to Section 14 and Section 15;

  • Rights of Others Affecting the Transactions There are no preemptive rights of any stockholder of the Company, as such, to acquire the Securities. No other party has a currently exercisable right of first refusal which would be applicable to any or all of the transactions contemplated by the Transaction Documents.

  • Certain Matters Affecting the Trustees Except as otherwise provided in Section 8.01:

  • Certain Matters Affecting the Trustee Except as otherwise provided in Section 8.01:

  • Concerning the Bank 1. The Bank shall not be liable and shall be fully protected in acting upon any oral instruction, writing or document reasonably believed by it to be genuine and to have been given, signed or made by the proper person or persons and shall not be held to have any notice of any change of authority of any person until receipt of written notice thereof from an Officer of the Customer. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the duly authorized Officer or Officers of the Customer and the proper countersignature of the Bank.

  • Representations and Warranties Respecting the Seller The Seller represents, warrants and covenants to the Purchaser as of the Initial Closing Date and each subsequent Closing Date or as of such date specifically provided herein or in the applicable Assignment and Conveyance:

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the fulfillment of the following conditions:

  • Representations and Warranties Regarding the Company (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date and as of each Option Closing Date, if any, as follows:

  • Information Concerning the Company Buyer has conducted its own due diligence with respect to the Company and its liabilities and believes it has enough information upon which to base an investment decision in the Stock. Buyer acknowledges that Seller has made no representations with respect to the Company, its status, or the existence or non-existence of liabilities in the Company except as explicitly stated in this Agreement. Buyer is taking the Company “as is” and acknowledges and assumes all liabilities of the Company.

  • Certain Representations and Warranties Regarding the Collateral Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

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