GRANT OF PROXY; COVENANTS OF SUDIKOFF Sample Clauses

GRANT OF PROXY; COVENANTS OF SUDIKOFF. 1.1 PROXY; OWNERSHIP OF SHARES. Sudikoff hereby irrevocably appoints the Voting Committee as his attorney and proxy with full power of substitution, to vote the Shares in such manner as the Voting Committee, in its sole discretion by or through its duly authorized representative, shall deem proper at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting. This proxy and power of attorney is irrevocable and coupled with an interest, shall not be terminated by any act of Sudikoff or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events, other than as described in Sections 1.2 or 3.1 below. Sudikoff hereby revokes all other proxies and powers of attorney with respect to the Shares which he may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by Sudikoff with respect thereto. Sudikoff hereby represents and warrants that he is the record holder and Beneficial Owner of the Shares.
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Related to GRANT OF PROXY; COVENANTS OF SUDIKOFF

  • Agreements and Covenants of Trustee The Trustee hereby agrees and covenants to:

  • SURVIVAL OF COVENANTS, ETC All covenants, agreements, representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries pursuant hereto or thereto shall be deemed to have been relied upon by the Lenders and the Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Lenders of any of the Loans, as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement or the Notes or any of the other Loan Documents remains outstanding or any Letters of Credit remain outstanding or any Lender has any obligation to make any Loans or issue any Letters of Credit. The indemnification obligations of the Borrower provided herein and in the other Loan Documents shall survive the full repayment of amounts due and the termination of the obligations of the Lenders hereunder and thereunder to the extent provided herein and therein. All statements contained in any certificate delivered to any Lender or the Agent at any time by or on behalf of the Borrower, any Guarantor or any of their respective Subsidiaries pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by such Person hereunder.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS (a) Each Pledgor represents, warrants and covenants that:

  • Certain Covenants of the Parties Seller and Company, on the one hand, and Buyer, on the other hand, hereby covenant to and agree with one another as follows:

  • Representations, Warranties and Covenants of the Pledgor (a) The Pledgor represents, warrants and covenants that:

  • Representations, Warranties and Covenants of the Trustee (a) The Trustee hereby represents and warrants to, and covenants with, each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:

  • Representations, Warranties and Covenants of the Sponsor Ally Bank, in its capacity as the Sponsor (the “Sponsor”) represents and warrants to, and agrees with, the Underwriters that the Sponsor or the Depositor has provided a written representation (the “17g-5 Representation”) to each Rating Agency, which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act. Each of the Depositor and the Sponsor has complied, and will comply, with the 17g-5 Representation other than any breach of the 17g-5 Representation (a) that would not have a material adverse effect on the Offered Notes or (b) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 5(g).

  • Survival of Covenants Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

  • Representations, Warranties and Covenants of the Stockholder The Stockholder represents, warrants and covenants to the Purchaser that:

  • Representations, Warranties and Covenants of the Trust The Trust represents, warrants and covenants that:

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