Board Representation and Board Matters Sample Clauses

Board Representation and Board Matters. (a) The Company and Third Point agree as follows: (i) the Board shall take all action necessary to appoint, effective immediately upon execution of this Agreement, each of the Third Point Designees to the Board to serve as directors of the Company until no earlier than the 2014 Annual Meeting and their successors are duly elected and qualified, subject to the terms of this Agreement, by increasing the size of the Board by three seats to fifteen, and appointing the Third Point Designees to fill such resulting vacancies; (ii) the Board, based on information provided by Third Point and each Third Point Designee, has determined that each of the Third Point Designees would constitute an independent director of the Board under the applicable New York Stock Exchange independence rules; (iii) the Company’s slate of nominees for election as directors of the Company at the Company’s 2014 Annual Meeting shall be: Dxxxxx X. Xxxx, Hxxxx X. Xxxxxx, Oxxxxxx Xxxx, Jxxx X. Xxxxxx, Jxxxxxx X. Xxxxxxxxxx, Kxxxx X. Xxxxxx, Dxxxxxxx Xx Xxxx, The Dxxx of Devonshire, Dxxxxx Xxxxx, Axxxx Xxxxxxxx, Wxxxxxx X. Xxxxxxxx, Mxxxxx X. Xxxxx, Rxxxxx Xxxxxxx, Dxxxx X. Xxxxxx and Dxxxxx X. Xxxxxxxx; (iv) the Company agrees that it will take action such that (A) by the completion of the Company’s 2015 Annual Meeting of Shareholders (the “2015 Annual Meeting”), the size of the Board is not greater than thirteen, and (B) the completion of the Company’s 2016 Annual Meeting of Shareholders (the “2016 Annual Meeting”), the size of the Board is not greater than twelve (it being understood that this provision shall not prohibit the size of the Board from being reduced from fifteen prior to the 2015 Annual Meeting, or reduced from thirteen prior to the 2016 Annual Meeting); (v) the Company will use its reasonable best efforts to cause the election of the Third Point Designees to the Company’s Board at the 2014 Annual Meeting (including recommending that the Company’s shareholders vote in favor of the election of the Third Point Designees (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate); (vi) the Company agrees that so long as the following Third Point Designees serve on the Board, such Third Point Designee shall be offered the opportunity to become a member of the committees of the Board as follows:
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Board Representation and Board Matters. The Company, Villere and the Villere Designee agree as follows: (a) The Board shall increase the size of the Company’s board of directors (the “Board”) to appoint the Villere Designee to the Board to serve as a director until the Annual Meeting of the Company shareholders (the “Annual Meeting”) held in the year 2015 (the “2015 Annual Meeting”), as promptly as practicable (but in no event later than 10 days) after the date hereof. The Company agrees to hold the 2015 Annual Meeting no later than July 31, 2015. (b) The Company has determined that the Villere Designee would constitute an independent director of the Board under the applicable The NASDAQ Stock Market (“NASDAQ”) independence rules (any such director, an “Independent Director”). (c) The Villere Designee shall be offered the opportunity to become a member to one or more standing committees of the Board for which such Villere Designee’s skills qualify him or her and, in addition, to serve on the committee the Board establishes pursuant to Section 1(d) below to oversee the review of the Company’s business strategies and strategic alternatives; provided, that, notwithstanding the foregoing and for the avoidance of doubt, the Villere Designee shall not be entitled to serve on a committee if he or she (A) does not meet the independence or other requirements of applicable law and the rules and regulations of NASDAQ (or other securities exchange on which the Company’s securities may then be traded) for service on such committee or (B) is subject to conflicts of interest relevant to such committee’s activities, in each case, as determined by the Board in good faith. (d) At its next Board meeting, the Board will form a committee of not more than five directors to review and evaluate the Company’s business strategies and strategic alternatives and make recommendations to the Board with respect to potential changes in strategy and strategic alternatives. (e) As a condition to the Villere Designee’s appointment to the Board, continuing service as a member of the Board, and any subsequent nomination for election as a director of the Company at any Annual Meeting, each of Villere and the Villere Designee shall provide, fully and completely, information that the Company reasonably requests (including information that is required to be disclosed in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, and information in connection with assessing eligibility, independ...
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Board Representation and Board Matters. (a) The Company and CRM agree as follows: (i) as promptly as practicable (but in no event later than two (2) business days) following the execution of this Agreement, the Board shall (A) appoint Dxxxx Xxxxxxxxx, a director candidate identified by the Company and consented to by CRM (the “2020 Candidate”), as a director in the class up for election in 2020 and Dxxxx Xxxxxx Mxxxxxxxx, a director candidate identified by Capital Returns Management and consented to by the Company (the “2019 Candidate,” together with the 2020 Candidate, and including any Replacement Director, as such term is defined below and as applicable, the “New Independent Directors”), as a director in the class up for election in 2019, (B) increase the size of the Board from seven (7) to nine (9) directors, expanding each of the class up for election in 2019 and the class up for election in 2020 from two (2) to three (3) seats, (C) appoint the New Independent Directors to the Board to fill the newly created vacancies and (D) take any other action necessary to appoint the New Independent Directors to the Board to fill such vacancies; provided, however, that any such appointments shall be (x) subject to the Company providing any required notice of such appointment (together with any required supporting materials) to both the Florida Office of Insurance Regulation (the “Florida OIR”) and the Louisiana Department of Insurance (the “LDI”) and (y) effective upon the earliest of (I) written notice delivered by CRM to the Company of the receipt by CRM of approval or non-disapproval by the LDI of the disclaimer of control filed by CRM (the “Disclaimer”), (II) the date on which the Company is lawfully able to appoint the New Independent Directors to the Board under applicable Florida and Louisiana insurance laws, regulations or orders (“Applicable Laws”) and (III) 75 days after the Effective Date if the LDI has not taken any action with respect to the Disclaimer by such 75th day; provided, further, and for the avoidance of doubt, any delay in the effectiveness of any such appointment that exceeds two (2) business days following the execution of this Agreement due to a failure by Capital Returns Management to receive approval by the LDI of the Disclaimer shall not violate the terms of this Agreement; (ii) if during the Standstill Period (as defined below), the 2019 Candidate resigns from or refuses to serve or is unable to serve on the Board for any reason (including under Applicable Laws (except if ...
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Board Representation and Board Matters. (a) The Nominating and Governance Committee of the Board (the “Nominating Committee”) will recommend to the full Board, and the Board will include in the Company’s slate of nominees for election as a director of the Company at each of the Company’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”), 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) and 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting” and, collectively with the 2016 Annual Meeting and 2017 Annual Meeting, the “Designated Annual Meetings” and, each, a “Designated Annual Meeting”), the person identified on Schedule II hereto (the “BD Designee”). (b) The Board will (i) recommend that the stockholders of the Company vote in favor of the election of the BD Designee (along with all other Company nominees) at each Designated Annual Meeting, (ii) solicit votes for the BD Designee’s election at each Designated Annual Meeting and (iii) otherwise support the BD Designee for election at each Designated Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees for such Designated Annual Meeting. (c) If a vacancy in the Board shall occur prior to the 2016 Annual Meeting, the Company will use commercially reasonable efforts to cause the BD Designee to be appointed to fill such vacancy until the 2016 Annual Meeting. (d) As a condition to the BD Designee’s nomination for election as a director of the Company at each Designated Annual Meeting (and, if applicable, appointment to the Board to fill a vacancy occurring prior to the 2016 Annual Meeting), Black Diamond, including the BD Designee, will promptly upon the request of the Nominating Committee from time to time and on or prior to date specified by the Nominating Committee in such request, provide to the Company (i) such information as is required to be disclosed in proxy statements under applicable law, (ii) an executed consent from the BD Designee to be named as a nominee in the Company’s proxy statement for the applicable Designated Annual Meeting and to serve as a director if so elected, (iii) a completed and executed D&O Questionnaire in the form separately provided to Black Diamond, which D&O Questionnaire shall be in the same form provided to the Company’s other nominees, and (iv) an executed irrevocable resignation as director of the Company in the form attached hereto as Exhibit A (clauses (i) and (ii) collectively, the “Nomination Documents...
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Board Representation and Board Matters. Each Party agrees that: (a) As promptly as practicable after the execution and delivery of this Agreement, the Board of Directors of the Company (the “Board”) will increase its size by two directorships, appoint Xx. Xxxxx X. Weinstein to the Board as a director of the class of directors whose terms expire in 2017 (the “2017 Class”), appoint Xx. Xxxxxx X. Silvers to the Board as a director of the class of directors whose terms expire in 2015 (the “2015 Class”) and include Xx. Xxxxx X. Weinstein as a nominee to the 2017 Class and Xx. Xxxxxx X. Silvers as a nominee of the class of directors whose terms expire in 2018 on the slate of directors to be elected at the annual meeting of stockholders of the Company to be held in 2015 (the “2015 Annual Meeting”). Xx.
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Board Representation and Board Matters. (a) The Company and CRM agree as follows: (i) as promptly as practicable (but in no event later than two (2) business days) following the execution of this Agreement, the Board shall (A) appoint Xxxxx Xxxxxxxxx, a director candidate identified by the Company and consented to by CRM (the “2020 Candidate”), as a director in the class up for election in 2020 and Xxxxx Xxxxxx Xxxxxxxxx, a director candidate identified by Capital Returns Management and consented to by the Company (the “2019 Candidate,” together with the 2020 Candidate, and including any Replacement Director, as such term is defined below and as applicable, the “New Independent Directors”), as a director in the class up for election in 2019, (B) increase the size of the Board from seven (7) to nine (9) directors, expanding each of the class up for election in 2019 and the class up for election in 2020 from two (2) to three (3) seats, (C) appoint the New
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Board Representation and Board Matters. Effective as of the date and time that the SVP Support Agreement has been executed and delivered by the parties thereto (the “Effective Time”), Shareholder shall no longer have any rights to designate any Shareholder Designees (as defined in the Existing Agreement).
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Board Representation and Board Matters. (a) The Company and the Icahn Group agree as follows: (i) On or prior to March 17, 2021, the Company shall take or shall have taken all necessary action to increase the size of the Board of Directors of the Company (the “Board”) to thirteen (13), and following consultation with the Icahn Group, to appoint Xxxxx Xxxxx and Xxxxxx Xxxxxx (Messrs. Icahn and Xxxxxx, collectively, the “Icahn Designees” and each an “Icahn Designee”) to fill the resulting vacancies, effective on or before March 17, 2021, each with a term expiring at the 2021 annual general meeting of stockholders of the Company (the “2021 Annual Meeting”). Prior to such date as the Icahn Designees are appointed to the Board, the Icahn Group shall not request and the Company shall not provide any material non-public information relating to or involving the Company. (ii) as long as the Icahn Group has not materially breached this Agreement and failed to cure such breach within five (5) business days of written notice from the Company specifying any such breach, the Company agrees that the Company’s slate of nominees for election to the Board at the 2021 Annual Meeting will consist of no more than thirteen (13) individuals (collectively, the “2021 BHC Slate”) and will include, subject to their willingness and consent to serve, the Icahn Designees as well as the following persons: Xxxxxxx X. XxXxxxxxxx, D. Xxxxxx Xxxx, Xx. Xxxxxxx X. Xxxxxxxxx, Xxxx X. Xxxxxxxx, Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, Xxxxxx X. Power, Xxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxx, Xx., Xxxxxx X. xxx Xxxxxxxxxx and Xxx X. Xxxxxxxx. For the avoidance of doubt, notwithstanding the foregoing, should any of the nominees on the 2021 BHC Slate, other than the Icahn Designees, resign from the Board or be rendered unable or refuse to stand for election to, or for any other reason fail to serve or is not serving on, the Board, the Company shall be entitled to nominate a replacement for election to the Board at the 2021 Annual Meeting. (iii) the Company shall use reasonable best efforts to cause the election of each of the Icahn Designees at the 2021 Annual Meeting (including by (x) recommending that the Company’s stockholders vote in favor of the election of each of the Icahn Designees, (y) including each of the Icahn Designees in the Company’s proxy statement and proxy card for the 2021 Annual Meeting, and (z) otherwise supporting each of the Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the C...
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Board Representation and Board Matters. (a) The Parties agree that, upon execution of the Settlement Agreement, the Parties shall take all necessary action to procure and accept (1) the resignation of Xxxxxx X. Xxxxxxx from the Board, (2) confirmation that Xxxxxx X. Xxxxxxx has agreed not to stand for election to the Board at the 2018 Annual Meeting and (3) confirmation that Xxxxx X. Xxxxxxxx has agreed not to stand for election to the Board at the 2018 Annual Meeting.
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Related to Board Representation and Board Matters

  • Survival of Representations All representations and warranties of the Borrower contained in this Agreement shall survive delivery of the Notes and the making of the Loans herein contemplated.

  • Certain Covenants, Representations and Warranties of Client In connection with the Co-Managers’ activities hereunder, Client hereby represents, warrants, covenants, and agrees, as applicable, to each Co-Manager: a. Client is duly organized and validly exists as a limited liability company in good standing under the laws of the state of Delaware, has all requisite power and authority to enter into this Agreement, and has all requisite power and authority to conduct its business as described in the Offering Circular. b. No consent, approval, authorization, or other order of any governmental authority is required in connection with the execution or delivery by the Client of this Agreement or the issuance and sale by the Client of the Securities, except such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or applicable state securities laws. c. No defaults exist in the due performance or observance of any material obligation, term, covenant, or condition of any agreement or instrument to which the Client is a party or by which it is bound. d. At the time of the issuance of the Securities, the Securities will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and non-assessable and will conform to the description in the Offering Circular. e. Subject to the performance of the Client’s obligations hereunder, the holders of the Securities will have the rights described in the Offering Circular and associated transaction documents. f. This Agreement, when executed by the Client, will have been duly authorized and will be a valid and binding agreement of the Client, enforceable in accordance with its terms. g. Client will cooperate with each Co-Manager and provide it reasonable access to the officers, directors, employees, and advisers of Client and Masterworks, and furnish each Co-Manager all information and data regarding the business and financial condition of Client and Masterworks that any Co-Manager deems appropriate for purposes of the Offering (the “Information”). h. As of each date of any offer of the Securities and each date of any closing of the Offering, the Offering Materials will be complete and correct in all material respects and, except for those statements for which written supplemental corrections or additions have been made or given to the investors participating in such closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. i. Client will allocate Securities to investors and take all steps reasonably necessary to ensure that the Offering is not over-allotted. j. Client agrees to confirm all orders for purchase of Securities that are accepted by the Client and provide evidence of such confirmation to the Co-Managers. k. Client will take reasonable steps to ensure that no officer, director, employee, or affiliate of the Client (except as otherwise described in the Offering Circular) buys or acquires any Securities in connection with the Offering. l. Any projected or estimated financial information or other forward-looking information relating to issuer or administrator metrics and not the future performance of the securities offered, which the Client in the Offering Materials or otherwise provides to any Co-Manager will be made by Client in good faith, based on management’s best estimates at the time and based on facts and assumptions, which management believes are reasonable. A full management’s discussion of the underlying assumptions and risks relating to achieving such projections will accompany all such projections or estimates. m. Client acknowledges and agrees that each Co-Manager, in rendering its services hereunder: (i) will be using and relying on the Information provided by Client (as well as information available from affiliates of Client and public sources and other sources deemed reliable by Co-Manager) (ii) is authorized to transmit to any potential investor the Offering Materials and forms of subscription agreements and any other legal documentation supplied to the Co-Manager for transmission to any potential investor by or on behalf of the Client in connection with the Offering; and (iii) does not and will not assume responsibility for the accuracy or completeness of the Offering Materials or any Information or other Information regarding the Client. Each Co-Manager reserves the right to investigate and independently verify the Client’s representations and claims. n. Client will be solely responsible for the contents of the Offering Materials (as amended and supplemented and including any information incorporated therein by reference). o. If at any time prior to the completion of the offer and sale of the Securities an event occurs or circumstance exists and the Offering Materials (as then amended and supplemented) include any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Client will promptly notify each Co-Manager of such event and each Co-Manager will suspend solicitations of prospective purchasers of the Securities until such time as Client shall prepare (and Client agrees that, if it shall have notified each Co-Manager to suspend solicitations after Client has accepted orders from prospective purchasers, it will promptly prepare) a supplement or amendment to the Offering Circular, which corrects such statement(s) or omission(s). p. Client shall not make any written or oral representations or statements to investors that contradict or are inconsistent with the statements made in the Offering Circular, as amended or supplemented. q. Any advice rendered or material provided by a Co-Manager during the term of this Agreement or during the Offering process was and is intended solely for the benefit and confidential use of the Client and will not be reproduced, summarized, described, referred to, or given to any other person or entity for any purpose without the Co-Manager’s prior written consent. Each Co-Manager is an independent contractor and is being retained solely to assist Client in its efforts to effect the Offering. r. Client understands and agrees that neither Co-Manager is or will be construed as a fiduciary of the Client and will have no duties or liabilities to the equity holders or creditors of the Client or to any other person or entity by virtue of this Agreement, other than fiduciary duties imposed under applicable law, rules, or regulations in connection with the arrangements contemplated hereby, and to the fullest extent permitted under applicable law, rules, or regulations, Client hereby expressly waives all of such duties and liabilities. s. Client understands and agrees that neither Co-Manager will provide legal, accounting, and/or tax advice and Client agrees to retain its own counsel concerning any necessary legal, accounting, and tax matters; and nothing contained herein shall be construed to obligate a Co-Manager to purchase, as principal, any of the securities offered in the Offering. t. There are no brokers, representatives, or other persons (other than persons associated with the Co-Managers), which have an interest in compensation due to either Co-Manager from any transaction contemplated herein. u. The Offering of the Securities shall be at the price and upon the terms and conditions set forth in the Offering Circular and the exhibits and appendices thereto and any amendments or supplements thereto. v. Client will comply with all requirements imposed upon it by of Regulation A, the regulations and rules thereunder, and applicable federal and state securities laws; and Client has not taken, and agrees that it will not take, any action, directly or indirectly, so as to cause the Offering to fail to be entitled to the exemption from registration afforded by Regulation A of Section 401 of the JOBS Act Section 3(b), as amended. w. In effecting the Offering, Client agrees to comply in all material respects with applicable provisions of the Securities Act and any rules and regulations thereunder and any applicable state laws and requirements, as well as any federal, state, or foreign judicial decisions or opinions related thereto. x. Client will not solicit investors unless such solicitation complies in all material respects with the requirements of applicable federal securities laws, including Rule 255 under the Securities Act, and will not make any sale of the Securities until the Offering Statement with respect to the Offering is qualified by the SEC, and Client covenants and agrees that the Offering does not and shall not violate any federal, state, local, foreign or other laws, rules, regulations or interpretations, including those rules, regulations and interpretations of the SEC, IRS, FINRA and any other self-regulatory organization or domestic or foreign governmental agency or entity. y. Client will provide copies to Co-Manager of any current or previous filings with the SEC in the preceding twelve (12) months. z. Client will collect and maintain investor funds in a segregated account and will treat investor funds and use the proceeds in a manner consistent with the description in the Offering Circular. aa. Client will take such action as is necessary to qualify the Securities for offer and sale under the securities laws of such states and other jurisdictions of the United States (including but not limited to federal securities laws). bb. Client agrees (i) that any subscription or other similar agreement pursuant to which Securities are sold shall be in form and substance reasonably satisfactory to each of the Co-Managers and its counsel, shall comply with all applicable federal and state laws, rules and regulations and such other terms and conditions as are customary for exempt transactions of securities pursuant to Regulation A, and (ii) to provide a copy of such executed document to each Co-Manager promptly following the execution and delivery thereof by an investor. The Client agrees that any representations and warranties made by it to any investor in the Offering shall be deemed also to be made to the Co-Managers for their benefit.

  • Survival of Representations, Etc (a) The representations and warranties made by the Designated Shareholders (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Designated Shareholders' Closing Certificate) shall survive the Closing and shall expire on the first anniversary of the Closing Date; provided, however, that the representations and warranties as to all items expected to be encountered in the audit process shall terminate when Castelle publishes its audited financial statements for its fiscal year which includes the Closing Date, and further provided, however, that if, at any time prior to the termination of a specific representation or warranty, any Indemnitee (acting in good faith) delivers to Designated Shareholders a written notice alleging the existence of an inaccuracy in or a breach of such representation or warranty made by the Designated Shareholders (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the termination of such specific representation or warranty until such time as such claim is fully and finally resolved. All representations and warranties made by Castelle shall terminate and expire as of the Effective Time, and any liability of Castelle with respect to such representations and warranties shall thereupon cease. (b) The representations, warranties, covenants and obligations of Ibex and the Designated Shareholders, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by Ibex and the Designated Shareholders in this Agreement.

  • Survival of Representations and Covenants (a) The representations, warranties, covenants and agreements contained herein shall survive (without limitation): (i) the Closing and the sale of the Specified Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Specified Assets by the Purchaser; and (iii) the dissolution or liquidation of any party to this Agreement. Except as set forth in Section 9.1(c), all of said representations, warranties, covenants and obligations shall survive without limitation as to time, unless the covenant or agreement specifies a term, in which such covenant or agreement shall survive until the expiration of such specified term. (b) The representations, warranties, covenants and obligations of the Seller , and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Indemnitees or any of their Representatives. (c) For purposes of this Agreement, a "Claim Notice" relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in good faith, delivers to the Seller a written notice stating that such Indemnitee believes that there is or has been a possible Breach of such representation or warranty and containing (i) a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible Breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Damages that have arisen and may arise as a direct or indirect result of such possible Breach. (d) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by the Seller in this Agreement.

  • Survival of Representations and Warranties, Etc All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of the Borrower, any Subsidiary or any other Loan Party to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of the Borrower prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with closing the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower in favor of the Administrative Agent or any of the Lenders under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the date on which any extension of the Termination Date is effectuated pursuant to Section 2.11. and the date of the occurrence of any Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of the Letters of Credit.

  • SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • Covenants, Representations and Warranties of the Company The Company hereby covenants as follows and, except as otherwise stated herein, makes the following representations and warranties, each of which is true and correct at the Closing on the date hereof, to the Employee, and all such covenants, representations and warranties shall survive the Closing.

  • Seller’s Warranties and Representations The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

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