Additional Representations of the Company. In addition, the Company represents that Company, and not Consultant, is responsible to perform any and all due diligence on such lender, equity purchaser or acquisition candidate introduced to it by Consultant under this Agreement, prior to Company receiving funds or closing on any acquisition. However, Consultant shall undertake its best efforts to avoid the introduction of any third party which is known to Consultant to have had a prior reputation or history of questionable, unethical, or illicit activities.
Additional Representations of the Company. The Company hereby represents and warrants to the Sprint Parties as follows:
Additional Representations of the Company. The Company hereby represents and warrants to Merger Sub and Parent as follows:
Additional Representations of the Company. The Company hereby represents and warrants to the Parent Entities as follows:
Additional Representations of the Company. The Company hereby represents and warrants to the Purchaser as follows:
Additional Representations of the Company. The Company represents and warrants to the Lender that the Plan, each operating budget or business plan required by the Loan Agreement to be delivered and each Update required by this Agreement to be delivered is or will be based on underlying assumptions of the Company which provide a reasonable basis for the projections contained therein and which the Company reasonably believes are fair and reasonable in light of the historical financial performance of the Company and of current and reasonably foreseeable business conditions (based upon the good faith best judgment in respect thereof of the Chief Executive Officer of the Company).
Additional Representations of the Company. PubCo hereby further represents and warrants to the Limited Partners as of the date of this Agreement and as of immediately prior to the time of the Contribution that all of the shares of Common Stock have been duly authorized, and when such shares are issued in the Contribution, such shares will be validly issued, fully paid and non-assessable.
Additional Representations of the Company. The Company hereby represents and warrants to and covenants with Parent as follows:
Additional Representations of the Company. In addition to the representations and warranties of the Company set forth in Section 3 of the Purchase Agreement (as modified pursuant to the Supplemental Schedule of Exceptions delivered to Alta and Windward at the Alta Closing), the Company hereby represents and warrants to Alta and Windward as follows (such representations and warranties being made to Windward only with respect to the Windward Shares and not with respect to Shares previously purchased by Windward under the Purchase Agreement):
Additional Representations of the Company. The Company may from time to time use some or all of the proceeds from the issuance of the Notes for the purchase of equity securities of Easylink. The Company represents and warrants to, and agrees with, the Purchasers that the Company is not as of the date hereof, and will not be as of the Closing Date, in possession of any material non-public information regarding Easylink, that it will not at any time engage in any transaction in the securities of Easylink while in the possession of any material non-public information regarding Easylink, and that the Company will not at any time engage in any transaction regarding or relating to securities of Easylink in violation of any applicable law, rule or regulation, including without limitation all securities laws, rules and regulations. The Company further represents and warrants that neither it nor any of its representatives has provided any material non-public information regarding the Company or Easylink to any of the Purchasers. The Purchasers acknowledge and agree that the Company does not make and has not made any representations or warranties with respect to the transactions contemplated solely by this Agreement other than those specifically set forth or referenced in Sections 3.1 and 3.2.
