Assurance Letter Sample Clauses

Assurance Letter. 12 ARTICLE VI INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . 12 6.1 The Company's Indemnification . . . . . . . . . . . . . . . 12 6.2 Buyer's Indemnification . . . . . . . . . . . . . . . . . . 12
Sample 1
AutoNDA by SimpleDocs
Assurance Letter. The Company acknowledges that, based on the Business Plan through fiscal year 1998, the funding provided through the purchase of the Series B Preferred Stock and the availability of a credit line of $20 million guaranteed by Buyer, should (assuming the Company's timely receipt of $13.5 million in funding through payments contemplated to be payable to the Company under the Viper Development Agreement between the parties (dated June 25, 1997) or otherwise provided to the Company by Buyer after the date hereof and prior to March 31, 1998) avoid any cash flow shortages through fiscal year 1998. Based on the foregoing, Buyer and the Company agree that Buyer's obligations to the Company under that certain Letter dated June 18, 1997 from Buyer to the Company shall be fully satisfied and extinguished on and as of the Closing.
Sample 1
Assurance Letter. Buyer shall have received a letter of assurance from Seller’s trademark counsel stating: (A) that the information on Schedule 3.18(c) with respect to Seller’s trademarks and trade names is correct and that, to the knowledge of Seller’s trademark counsel, there has been no informal objection to the use of LANTERN or LANTERN COMMUNICATIONS for the goods identified in Schedule 3.18(c) in any of the countries, or the European Union, where the xxxx LANTERN COMMUNICATIONS is registered; (B) that there has been no formal complaint filed in any court or tribunal seeking to enjoin, or seeking damages for, the use of LANTERN COMMUNICATIONS for the goods identified in Schedule 3.18(c); (C) that to the knowledge of such counsel, there is no threatened litigation (to also include any alternative dispute resolution proceeding); and (D) that to the knowledge of such counsel, there has been no assignment or license or agreement affecting the trademark LANTERN COMMUNICATIONS or any registration in any country or the European Union for the goods recited Schedule 3.18(c).
Sample 1

Related to Assurance Letter

  • Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Assurance Partnerships work well when departments adopt a proportionate approach to assurance, based on Arm’s Length Bodies’ purpose and a mutual understanding of risk. Arm’s Length Bodies should have robust governance arrangements in place and in turn departments should give Arm’s Length Bodies the autonomy to deliver effectively. Management information should be what is needed to enable departments and Arm’s Length Bodies to provide assurance and assess performance.

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received: (i) the favorable opinion of Xxxxxx Xxxxxxxxxx LLP, counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters and a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxxx Xxxxxx law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Xxxxxxx Xxxxxxx (Cayman) LLP, Cayman Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel, Mourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation and validity of the Offered Securities and the Underlying Shares and (ii) the Company’s PRC counsel, Jiangsu Junjin law Firm, filed as Exhibit 8.1 to the Registration Statement as well as the opinions delivered on the Closing Date pursuant to this Section.

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Company Counsel Legal Opinion Xxxxx shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • Adequate Assurance (a) If, in the Service Providers' reasonable opinion, one or more events have occurred that have caused or will cause a material adverse change in the Shipper's financial standing or creditworthiness (or, if the Shipper's net financial obligations under this document have been fully guaranteed or otherwise secured, one or more events have occurred that in the Service Providers' reasonable opinion have caused or will cause a material adverse change in the financial standing or creditworthiness of the guarantor or other party providing such security (each a Guarantor)) in a matter and to an extent that materially and adversely affects the Shipper's ability to perform its financial or other obligations under this document, the Service Providers may request in writing that the Shipper provide the Service Providers with one of the following (at the Service Providers’ option): (i) an irrevocable and unconditional bank guarantee; (A) in a form approved by the Service Providers; (B) issued by a financial institution approved by the Service Providers; (C) with a term expiring on a date determined by the Service Providers in their sole discretion; and (D) having a face value equivalent to the Shipper's net financial obligations under this document; (ii) cash in an amount equivalent to the Shipper's net financial obligations under this document; (iii) an irrevocable guarantee of the Shipper's financial performance under this document issued by an entity acceptable to the Service Providers and in a form and substance reasonable satisfactory to the Service Providers; (iv) a satisfactory irrevocable letter of credit in an amount equivalent to the Shipper's net financial obligations under this document, which letter of credit must be issued by a financial institution with a long term senior unsecured debt rating of at least A- by Standard & Poors, A3 by Xxxxx'x or B from Fitch ICBA (each a Letter of Credit Collateral); or (v) other arrangements satisfactory to the Service Providers; (each, an Adequate Assurance). (b) If the Shipper does not provide the Service Providers with Adequate Assurance within 7 Days of the Service Providers' request, the Service Providers may suspend the performance of any and all of their obligations under this document until the Shipper has provided the requested Adequate Assurance.

  • State Assurances Except to the extent of any conflict under applicable law or requirements or guidelines of any federal awarding agency from which funding for this Grant Agreement originated, the Grantee must comply with the applicable state assurances included within the TxGMS which are incorporated here by reference.

  • Future Assurances Each of the Assignor and the Assignee mutually agrees to cooperate at all times from and after the date hereof with respect to any of the matters described herein, and to execute such further deeds, bills of sale, assignments, releases, assumptions, notifications or other documents as may be reasonably requested for the purpose of giving effect to, evidencing or giving notice of the assignment evidenced hereby.

  • Adequate Assurances If the Parties have so agreed in Part XI of the Schedule, the failure by a Party to give adequate assurances of its ability to perform any of its obligations under the Agreement within two (2) Business Days of a written request to do so when the other Party has reasonable grounds for insecurity shall be an Event of Default under the Agreement.

  • Legal Opinion The Agent shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 7(m).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!