CONTEMPLATED THEREBY. This Subsidiary Borrower Designation may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement.
CONTEMPLATED THEREBY. The execution and delivery of the Trust Agreement by the Owner Trustee and the performance by the Owner Trustee of its obligations under the Trust Agreement have been duly authorized by all necessary action of the Owner Trustee and the Trust Agreement has been duly executed and delivered by the Owner Trustee.
CONTEMPLATED THEREBY. In arriving at its recommendation, the Board of Directors gave careful consideration to the factors described in the attached Solicitation/ Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") that is being filed today with the Securities and Exchange Commission. Among other things, the Board of Directors considered the opinion of its financial advisor, Hambxxxxx & Xuisx XXX, that the consideration to be received by the holders of Shares in the Offer and Merger is fair to such holders from a financial point of view.
CONTEMPLATED THEREBY. No variation or modification or amendment of this Master Lease and no waiver of any of its provisions or conditions shall be valid unless in writing. Lessor and Lessee have each caused this Master Lease to be duly executed as of the date set forth on the first page hereof. BIOANALYTICAL SYSTEMS, INC. By: /s/ Xxxx Xxxxxx Title: CFO Lessee FIFTH THIRD BANK, INDIANA (CENTRAL) By: /s/ Xxxxxxx Xxxxxxxx Title: V.P. This Schedule forming a part of the MASTER LEASE between FIFTH THIRD BANK, INDIANA (CENTRAL), Lessor, and BIOANALYTICAL SYSTEMS, INC., Lessee, dated NOVEMBER 15, 2002 (“Master Lease”), NEW MASS SPECTROMETER EQUIPMENT MORE FULLY DESCRIBED ON EXHIBIT A 0000 XXXX XXXXXX XXXX XXXXXXXXX, XX 00000 TIPPECANOE EXHIBIT A $1,089,376.00 See attached Exhibit A for a complete description of equipment Total Cost: $1,089,376.00
CONTEMPLATED THEREBY. The holder(s) in whose name the Shares stand on the books of the Company shall be deemed by the Company to be owner(s) thereof for all purposes.
CONTEMPLATED THEREBY. The Company further acknowledges that each Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the Certificate of Designations and the transactions contemplated thereby, and any advice given by any of the Buyers or any of their respective representatives or agents in connection with the Transaction Documents and the Certificate of Designations and the transactions contemplated thereby is merely incidental to such Buyer's purchase of the Securities. The Company further represents to each Buyer that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
j. No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosed.
CONTEMPLATED THEREBY. FURTHER, THE BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE ADMINISTRATIVE AGENT OR THE LENDERS, OR COUNSEL TO THE ADMINISTRATIVE AGENT OR THE LENDERS, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT OR THE LENDERS WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. THE BORROWER ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, INTER ALIA, THE PROVISIONS OF THIS SECTION.
CONTEMPLATED THEREBY. No variation or modification or amendment of this Master Lease and no waiver of any of its provisions or conditions shall be valid unless in writing.
CONTEMPLATED THEREBY. The Credit Agreement is modified only by the express provisions of this Consent and this Consent shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document except as specifically set forth herein.
CONTEMPLATED THEREBY. In the event any party takes legal action to enforce any of the terms of this Agreement, the prevailing party to such action shall not be entitled to reimbursement for such party's expenses, including reasonable attorney's fees, incurred in such action.
