Condition of Company. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Company and any other Guarantor such information concerning the financial condition, business and operations of the Company and any such other Guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of the Company or any other Guarantor (such Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).
Condition of Company. Grantor represents and warrants to Secured Party that it has established adequate means of obtaining from the Company, on a continuing basis, financial and other information pertaining to the business, operations and condition (financial and otherwise) of the Company and its assets, and Grantor now is and hereafter will be completely familiar with the business, operations and condition (financial and otherwise) of the Company and its assets. Grantor hereby expressly waives and relinquishes any duty on the part of Secured Party to disclose to Grantor any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of the Company and its assets, whether now known or hereafter known by Secured Party during the life of this Agreement. With respect to any of the Obligations, Secured Party need not inquire into the powers of Company, or the officers or employees acting or purporting to act on its behalf, and all Obligations made or created in good faith reliance upon the professed exercise of such powers shall be secured hereby.
Condition of Company. Each of the Lenders shall have received a copy of, and shall be satisfied with, (i) the consolidated financial statements of the Company and its Subsidiaries for the fiscal quarter ended March 31, 1997 and (ii) the pro forma financial statements of the Company and its Subsidiaries referred to in Section 8.02(a)(iii).
Condition of Company. Guarantor represents and warrants to Bank that: (a) this Guaranty is executed at Company's request; (b) Guarantor has established adequate
Condition of Company. Guarantor represents and warrants to Bank that: (a) this Guaranty is executed at Company's request; (b) Guarantor has established adequate means of obtaining from Company on a continuing basis financial and other information pertaining to Company's business; and (c) Guarantor is now and will be completely familiar with the business, operation and condition of Company and its assets. Guarantor hereby waives and relinquishes any duty on the part of Bank to disclose to Guarantor any matter, fact or thing relating to the business, operation or condition of Company and its assets now known or hereafter known by Bank during the life of this Guaranty. With respect to any indebtedness of Company to Bank, Bank need not inquire into the powers of Company or the partners or agents acting or purporting to act on its behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.
Condition of Company. Seller represents and warrants to Purchaser that the Company is free and clear of all debts and encumbrances of any kind or nature, is a reporting company in accordance with the Securities and Exchange Act of 1934, as amended, as of the closing date, [Confidential Information Redacted] and such other Key Card Communications reasonable representations and warranties that may be required.
Condition of Company. The Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Company and any other guarantor such information concerning the financial condition, business and operations of the Company and any such other guarantor as the Guarantor requires, and that the Holders have no duty, and the Guarantor is not relying on the Holders at any time, to disclose to the Guarantor any information relating to the business, operations or financial condition of the Company or any other guarantor (the guarantor waiving any duty on the part of the Holders to disclose such information and any defense relating to the failure to provide the same).
Condition of Company. The Pledgor represents and warrants to Secured Party that it has established adequate means of obtaining from the Company on a continuing basis, financial and other information pertaining to the businesses, operations and condition (financial and otherwise) of the Company and its properties, and the Pledgor now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the Company and its properties. The Pledgor hereby expressly waives and relinquishes any duty on the part of Secured Party to disclose to it any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of the Company or its properties, whether now known or hereafter known by Secured Party during the life of this Agreement. With respect to any of the Obligations, Secured Party need not inquire into the powers of the Company or the officers or employees acting or purporting to act on its behalf, and all Obligations made or created in good faith reliance upon the professed exercise of such powers shall be secured hereby.
Condition of Company. The Parent shall have determined, in its sole discretion, that as of the Closing Date, the business, operations, results of operations, condition, assets, prospects and liabilities of the Company and each of its subsidiaries are such that the acquisition of the Company pursuant to and in accordance with the terms of this Agreement is in the best interest of the Parent; provided that in making such determination the Parent shall not be subject to any requirement of reasonableness;
Condition of Company. Guarantor is fully aware of the financial condition of the Company and is executing and delivering this Guaranty based solely upon Guarantor’s own independent investigation of all matters pertinent hereto and is not relying in any manner upon any representation or statement made by Lender. Guarantor hereby represents and warrants that Guarantor is in a position to obtain, and Guarantor hereby assumes full responsibility for obtaining, any additional information concerning the Company’s financial condition and any other matters pertinent to Guarantor’s decision to execute and deliver this Guaranty as Guarantor may desire, and Guarantor is not relying upon or expecting Lender to furnish to Guarantor any information now or hereafter in Lender’s possession concerning the same or any other matter whatsoever. By executing this Guaranty, Guarantor knowingly accepts the full range of risks encompassed within a contract of this type, which risks Guarantor acknowledges.
