Acknowledgments of the Company Sample Clauses

Acknowledgments of the Company. The Company acknowledges and agrees that the individual signing this Agreement on the Company’s behalf is properly authorized to bind the Company to all of its obligations contained herein and the Company has taken all actions necessary in order to properly authorize and agree to the provisions contained herein, including, if necessary, all corporate resolutions, documentary amendments or otherwise.
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Acknowledgments of the Company. The Company acknowledges that it has conducted to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Parent and its subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, has relied on the representations and warranties set forth in this Agreement. THE REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB TO THE COMPANY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE COMPANY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION OR PROJECTIONS, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF PARENT) ARE SPECIFICALLY DISCLAIMED BY PARENT. In connection with the Company’s investigation of Parent and Merger Sub, the Company received from or on behalf of Parent certain projections. The Company acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the Company is familiar with such uncertainties, that the Company is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) and that the Company shall have no claim against Parent, Merger Sub or any direct or indirect equity holder of Parent or Merger Sub with respect thereto. Accordingly, neither Parent nor Merger Sub make any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). The Company agrees that none of the holders of Parent Common Stock nor any other Person will have or be subject to any liability to the Company or any other Person resulting from the distribution to the Company, or its use of, any information regarding Parent or Merger Sub or their respective businesses and any information, document or material made available to the Company or i...
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Acknowledgments of the Company. (a) The Company hereby acknowledges that one or more Events of Default has occurred and is continuing under the Loan Agreement.
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Acknowledgments of the Company. 6.01. The Company acknowledges that except as expressly set forth in this Agreement or any other agreement or document entered into by the parties in connection with the transaction contemplated hereby, neither Owner nor any agent or representative or purported agent or representative of Owner has made, and Owner is not liable for or bound in any manner by, and is not making any express or implied representations, warranties, agreements, guaranties, promises, statements, inducements, representations or information contained in any materials furnished or made available to the Company or its affiliates including, without limitation, any information set forth in the Due Diligence Materials, any offering materials heretofore furnished to the Company, and any other documents or materials provided by or on behalf of Owner or its affiliates to the Company prior to Closing, in any case pertaining to the Properties or any part thereof including, without limitation, (i) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of any Property or any aspect or portion thereof, including, without limitation, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, water and utility systems, facilities and appliances, soils, geology and groundwater, (ii) the dimensions or lot size of any Property or the square footage of any of the improvements thereon or of any tenant space therein, (iii) the development or income potential, or rights of or relating to, any Property, or the fitness, suitability, value or adequacy of any Property for any particular purpose, (iv) the zoning or other legal status of any Property or the existence of any other public or private restrictions on the use of any Property, (v) the compliance of any Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any Governmental Entity or of any other Person (including, without limitation, the Americans with Disabilities Act of 1990, as amended), (vi) the ability of the Company or any SPE Entity to obtain any necessary governmental approvals, licenses or permits for the use or development of any Property, (vii) the presence, absence, condition or compliance of any hazardous materials on, in, under, above or about any Property or any adjoining or neighboring property, (viii) the ...
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Acknowledgments of the Company. 5.01. The Company acknowledges that except as expressly set forth in this Agreement, neither Owner nor any agent or representative or purported agent or representative of Owner has made, and Owner is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information (including, without limitation, any information set forth in offering materials heretofore furnished to the Company) pertaining to the Properties or any part thereof, the physical condition thereof, environmental matters, income, expenses or operation thereof or the uses which can be lawfully made of the same under applicable zoning or other laws or any other matter or thing with respect thereto, including, without limitation, any existing or prospective leases, operating agreements or other agreements. Without limiting the foregoing, the Company acknowledges and agrees that, except as expressly set forth in this Agreement, Owner is not liable for or bound by (and the Company has not relied upon) any verbal or written statements, representations, real estate brokers' "set-ups" or offering materials or any other information respecting the Properties furnished by Owner or any broker, employee, agent, consultant or other person representing or purportedly representing Owner. Accordingly, Owner is entering into this Agreement based upon the Company's assurances that the Company has a well-informed opinion of the value of the Properties. The Company is not relying upon any representations made by Owner regarding market conditions which influence the Properties such as competitive position relative to its existing and potential future competitors, market rental rates achievable at the Properties, vacancy assumptions, credit loss and downtime reserves, project growth rates (if any) in rents or expenses, impact of the contribution and sale on assessed values, tenant work and leasing fee levels necessary to generate estimated market rents, tenant retention ratios and the need for an amount of any "capital reserves". The provisions of this SECTION 5.01 shall survive the Closing.
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Acknowledgments of the Company 
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Related to Acknowledgments of the Company

  • Additional Agreements of the Company (a) Each time the Registration Statement or Prospectus is amended or supplemented (other than by an amendment or supplement providing solely for (i) in the case of Notes, a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes issued alone or as part of a Unit, (ii) in the case of Units, (x) a change in the exercise price, exercise date or period or expiration of an underlying Warrant or (y) a change in the settlement date or purchase or sale price of an underlying Purchase Contract or (iii) a change you deem to be immaterial), the Company will deliver or cause to be delivered forthwith to you a certificate signed by an executive officer of the Company, dated the date of such amendment or supplement, as the case may be, in form reasonably satisfactory to you, of the same tenor as the certificate referred to in Section 4(c) relating to the Registration Statement or the Prospectus as amended or supplemented to the time of delivery of such certificate.

  • Agreements of the Company The Company agrees with the several Underwriters as follows:

  • Further Agreements of the Company The Company covenants and agrees with each Underwriter that:

  • Acknowledgments and Affirmations Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against Infocrossing, Inc. except ________________. Employee also affirms that Employee has [reported all hours worked as of the date Employee signs this release and has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Employee may be entitled. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act or New Jersey Family Leave Act or related state or local leave or disability accommodation laws. Employee further affirms that Employee has no known workplace injuries or occupational diseases. Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by Infocrossing, Inc. or its officers, including any allegations of corporate fraud. Both Parties acknowledge that this Agreement does not limit either party's right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. Employee shall not apply in the future for employment with [INSERT COMPANY NAME] because of, among other things, irreconcilable differences with [INSERT COMPANY NAME]. 6.

  • Acknowledgments and Agreements (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment.

  • Acknowledgments The Borrower hereby acknowledges that:

  • Acknowledgments and Stipulations Each Borrower acknowledges and stipulates that the Credit Agreement and the other Loan Documents executed by Borrowers are legal, valid and binding obligations of Borrowers that are enforceable against Borrowers in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by each Borrower); and the security interests and liens granted by Borrowers in favor of Administrative Agent, for the benefit of itself and Lenders, are duly perfected, first priority security interests and liens to the extent provided therein.

  • Acknowledgments, Waivers and Consents (a) Each Grantor acknowledges and agrees that the obligations undertaken by it under this Agreement involve the guarantee and the provision of collateral security for the obligations of Persons other than such Grantor and that such Grantor’s guarantee and provision of collateral security for the Obligations are absolute, irrevocable and unconditional under any and all circumstances. In full recognition and furtherance of the foregoing, each Grantor understands and agrees, to the fullest extent permitted under applicable law and except as may otherwise be expressly and specifically provided in the Loan Documents, that each Grantor shall remain obligated hereunder (including, without limitation, with respect to the guarantee made such Grantor hereby and the collateral security provided by such Grantor herein) and the enforceability and effectiveness of this Agreement and the liability of such Grantor, and the rights, remedies, powers and privileges of the Administrative Agent and the other Secured Parties under this Agreement and the other Loan Documents shall not be affected, limited, reduced, discharged or terminated in any way:

  • ACKNOWLEDGMENTS AND REPRESENTATIONS Borrower acknowledges and represents that the Note and other Loan Documents, as amended hereby, are in full force and effect without any defense, counterclaim, right or claim of set-off; that, after giving effect to this Agreement, no default or event that with the passage of time or giving of notice would constitute a default under the Loan Documents has occurred, all representations and warranties contained in the Loan Documents are true and correct as of this date, all necessary action to authorize the execution and delivery of this Agreement has been taken; and this Agreement is a modification of an existing obligation and is not a novation.

  • Representations of the Company The Company represents and warrants to the Purchaser that:

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