Acknowledgement of the Company. The Company acknowledges and agrees that it has conducted its own independent review and analysis of the business, assets, condition and operations of Parent and its Subsidiaries. In entering into this Agreement, the Company has relied solely upon its own investigation and analysis and the representations and warranties, covenants and agreements of Parent and Merger Sub contained in this Agreement and the Company (a) acknowledges that, other than as set forth in this Agreement, none of Parent, Merger Sub nor any of their respective directors, officers, employees, Affiliates, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to the Company or its agents or representatives prior to the execution of this Agreement, and (b) agrees, to the fullest extent permitted by law, that none of Parent, Merger Sub nor any of their respective directors, officers, employees, Affiliates, agents or representatives shall have any liability or responsibility whatsoever to the Company on any basis (including in contract, tort or otherwise) based upon any information provided or made available, or statements made, to the Company prior to the execution of this Agreement.
Acknowledgement of the Company. (a) The Company is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in this Agreement. Such representations and warranties by Parent and/or Purchaser constitute the sole and exclusive representations and warranties of Parent and Purchaser in connection with the Transactions and the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Parent and Purchaser.
(b) In connection with the due diligence investigation of Parent and Purchaser by the Company and its Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, the Company and its Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Parent, Purchaser and their respective Affiliates, stockholders, directors, officers, employees, consultants, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding Parent, Purchaser and their respective businesses and operations. The Company hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that the Company will have no claim against Parent, Purchaser or any of their respective Affiliates, stockholders, directors, officers, employees, consultants, agents, representatives or advisors, or any other Person with respect thereto unless any such information is expressly included in a representation or warranty contained in this Agreement. Accordingly, the Company hereby acknowledges and agrees that none of Parent, Purchaser, any of their respective Affiliates, stockholders, directors, officers, employees, consultants, agents, representatives or advisors or any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans unless any such information is expressly included in a representation or warranty contained in this Agreement.
Acknowledgement of the Company s status hereunder The Trader acknowledges that under the present Agreement the Company shall provide technical implementation of the Copytrading system disclaiming any responsibilities for the results of trades on the Trader's account. The Company shall not be a principal or beneficiary of any trades and/or profits of the Trader.
Acknowledgement of the Company. The Company acknowledges that the availability of the Consultant to provide services hereunder is of particular value to the Company and further acknowledges that the amounts due Consultant hereunder are, in all events, payable to Consultant without regard to the number, volume or duration of the services actually performed or time actually expended by Consultant during the term of this Agreement.
Acknowledgement of the Company. The Company acknowledges that conducting the BAM Services contemplated herein may result in augmenting the value of the Shares in which BAM or its Subsidiaries or associates have an interest and the Company agrees that neither BAM nor its Subsidiaries or associates shall be liable to account to the Company with respect to such results.
Acknowledgement of the Company. The Company acknowledges and agrees that it has conducted its own independent review and analysis of the business, assets, condition and operations of Acquiror and Newco. In entering into this Agreement, the Company has relied solely upon its own investigation and analysis and the representations and warranties, covenants and agreements of Acquiror and Newco contained in this Agreement and the Company (a) acknowledges that, other than as set forth in this Agreement, Acquiror or Newco, nor any of their respective directors, officers, employees, affiliates, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to the Company or its agents or representatives prior to the execution of this Agreement, (b) agrees, to the fullest extent permitted by Law (except with respect to claims of fraud), that neither Acquiror or Newco, nor any of their, nor any of their respective directors, officers, employees, affiliates, agents or representatives shall have any liability or responsibility whatsoever to the Company on any basis (including in contract, tort or otherwise) based upon any information provided or made available, or statements made, to the Company prior to the execution of this Agreement and (c) acknowledges that it is not aware of any representation or warranty of Acquiror and Newco set forth in Article IV of this Agreement being untrue or inaccurate. Notwithstanding anything herein, the review and analyses conducted by the Company shall in no way vitiate or otherwise modify the representations and warranties made by Acquiror and Newco in Article IV of this Agreement.
Acknowledgement of the Company. The Company acknowledges that the only terms and conditions upon which the Transaction Documents and Escrowed Funds are to be released are set forth in Sections 2.1, 3.1(c) and 3.2 of this Agreement. Any dispute with respect to the release of the Transaction Documents or Escrowed Funds shall be resolved pursuant to Section 3.2 or by agreement between the Company and the Escrow Agent.
Acknowledgement of the Company. 4.1 The Company acknowledges, represents, warrants and agrees that:
(a) each of the Company and each of its subsidiaries is a valid and subsisting corporation duly incorporated and in good standing under the laws of its jurisdiction of incorporation;
(b) each of the Company and each of its subsidiaries is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction;
(c) the issue and sale of the Notes and the Common Shares issuable upon conversion or paid as in-kind dividends by the Company do not and will not conflict with, and does not and will not result in a breach of, any of the terms of its incorporating documents or any material agreement or instrument to which the Company is a party;
(d) there are no legal or governmental actions, suits, proceedings or investigations pending or, to the Company’s knowledge, threatened, to which the Company or any of its subsidiaries is or may be a party or of which property owned or leased by the Company or any of its subsidiaries is or may be the subject, or related to environmental, title, discrimination or other matters, which actions, suits, proceedings or investigations, individually or in the aggregate, could have a material adverse effect on the Company;
(e) there are no judgments against the Company or any of its subsidiaries, if any, which are unsatisfied, nor is the Company or any of its subsidiaries, if any, subject to any injunction, judgment, decree or order of any court, regulatory body, administrative agency or other governmental body;
(f) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; and
(g) neither the Company nor any of its affiliates, nor any person acting on its or their behalf (i) has made or will make any “directed selling efforts” (as such term is defined in Regulation S of the U.S. Securities Act) in the United States,...
Acknowledgement of the Company. The Company hereby irrevocably and unconditionally acknowledges, affirms and covenants to each Buyer that:
(a) such Buyer is not in default under any of the Transaction Documents nor otherwise has breached any obligations to the Company or any of its Subsidiaries; and
(b) there are no offsets, counterclaims or defenses to the Liabilities (as such term is defined in the Security Agreement), including the liabilities and obligations of the Company under the SPA (as amended hereby), or to the rights, remedies or powers of such Buyer in respect of any of the Liabilities or any of the Transaction Documents, and the Company agrees not to interpose (and does hereby waive and release) any such defense, set-off or counterclaim in any action brought by such Buyer with respect thereto.
Acknowledgement of the Company. The Company by its signature below hereby agrees, for the benefit of the Collateral Agent, (i) to be bound by the terms of this Pledge Agreement and will comply with such terms insofar as such terms are applicable to the undersigned and (ii) to notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 4(b). Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGOR: LORAL SPACE & COMMUNICATIONS CORPORATION, a Delaware corporation By: _______________________________ Name: Title: Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Collateral Agent By: ________________________________ Name: Title: LORAL SATELLITE, INC. By: ________________________________ Name: Title: Schedule 2(a) Pledged Stock Schedule 4(a) Form of Stock Power
(a) to Second Amended and Restated Pledge Agreement dated as of March 31, 2003 in favor of Bank of America, N.A. as Collateral Agent
