Knowledge Respecting Corporation Sample Clauses

Knowledge Respecting Corporation. Seller (i) knows or has had the opportunity to acquire all information concerning the business, affairs, financial condition, plans, and prospects of the Corporation that Seller deems relevant to make a fully informed decision respecting its sale of the Shares and the Warrant; (ii) has been encouraged and has had the opportunity to rely upon the advice of Seller’s legal counsel and accountants and other advisers with respect to the sale of the Shares and the Warrant; (iii) has had the opportunity to ask such questions and receive such answers and information respecting, among other things, the business, affairs, financial condition, plans, and prospects of the Corporation; (iv) acknowledges that Buyer may have material non-public information concerning the Corporation (the “Information”) and that the Information may impact the value of the Shares and the Warrant; (v) has instructed the Buyer not to provide it with Information; and (vi) is not currently, and has not for more than the past three months, been an Affiliate (as such term is used by Rule 144 promulgated under the Securities Act of 1933, as amended), of the Corporation.
Sample 1
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Knowledge Respecting Corporation. Buyer (i) knows or has had the opportunity to acquire all information concerning the business, affairs, financial condition, plans, and prospects of the Corporation that Buyer deems relevant to make a fully informed decision respecting the purchase of the Shares and the Warrant; (ii) has been encouraged and has had the opportunity to rely upon the advice of Buyer’s legal counsel and accountants and other advisers with respect to the purchase of the Shares and the Warrant; and (iii) has had the opportunity to ask such questions and receive such answers and information respecting, among other things, the business, affairs, financial condition, plans, and prospects of the Corporation.
Sample 1
Knowledge Respecting Corporation. Such Seller (i) knows or has had the opportunity to acquire all information concerning the business, affairs, financial condition, plans, and prospects of Buyer that such Seller deems relevant to make a fully informed decision respecting the acquisition of the Securities; (ii) has been encouraged and has had the opportunity to rely upon the advice of such Seller’s legal counsel and accountants and other advisers with respect to the acquisition of the Securities; and (iii) has had the opportunity to ask such questions and receive such answers and information respecting, among other things, the business, affairs, financial condition, plans, and prospects of Buyer and the terms and conditions of the acquisition of the Securities as such Seller has requested so as to more fully understand such Seller’s acquisition. Without limiting the foregoing, such Seller acknowledges that such Seller has access to all filings made by Buyer with the Securities and Exchange Commission.
Sample 1

Related to Knowledge Respecting Corporation

  • Not a U.S. Real Property Holding Corporation The Acquiror Company is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

  • Residential Funding Corporation If Residential Funding Corporation is found by a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Master Servicer or Trustee acting as Master Servicer shall appoint a successor REMIC Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement.

  • Disclosure to and Property of the Company All information, trade secrets, designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by Employee, individually or in conjunction with others, during the term of his employment (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to the Company’s or any of its Affiliates’ business, products or services and all writings or materials of any type embodying any such matters (collectively, “Confidential Information”) shall be disclosed to the Company, and are and shall be the sole and exclusive property of the Company or its Affiliates. Confidential Information does not, however, include any information that is available to the public other than as a result of any unauthorized act of Employee.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Information Concerning the Fund and SubAdviser From time to time as the Adviser or the Fund may request, the SubAdviser will furnish the requesting party information and reports on portfolio transactions and reports on Fund assets held in the portfolio, all in such detail, form and frequency as the Adviser or the Fund may reasonably request. The SubAdviser will also provide the Adviser with notice and analysis of events that may affect or relate to the valuation of the Fund’s portfolio.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Disclosure to and Property of Company All information, designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by Executive, individually or in conjunction with others, during the period of Executive’s employment by Company (whether during business hours or otherwise and whether on Company’s premises or otherwise) that relate to Company’s (or any of its affiliates’) business, trade secrets, products or services (including, without limitation, all such information relating to corporate opportunities, product specification, compositions, manufacturing and distribution methods and processes, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisitions prospects, the identity of customers or their requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects, marketing and merchandising techniques, business plans, computer software or programs, computer software and database technologies, prospective names and marks) (collectively, “Confidential Information”) shall be disclosed to Company and are and shall be the sole and exclusive property of Company (or its affiliates). Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression (collectively, “Work Product”) are and shall be the sole and exclusive property of Company (or its affiliates). Upon Executive’s termination of employment with Company, for any reason, Executive promptly shall deliver such Confidential Information and Work Product, and all copies thereof, to Company.

  • Information Concerning the Company Buyer has conducted its own due diligence with respect to the Company and its liabilities and believes it has enough information upon which to base an investment decision in the Stock. Buyer acknowledges that Seller has made no representations with respect to the Company, its status, or the existence or non-existence of liabilities in the Company except as explicitly stated in this Agreement. Buyer is taking the Company “as is” and acknowledges and assumes all liabilities of the Company.

  • Due Incorporation, Etc The Trust Company is a banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the corporate power and authority, as the Owner Manager and/or in its individual capacity to the extent expressly provided herein or in the Lessor LLC Agreement, to enter into and perform its obligations under the Lessor LLC Agreement, this Agreement and each of the other Operative Documents to which it is or will be a party.

  • Information Concerning Company The Reports contain all material information relating to the Company and its operations and financial condition as of their respective dates which information is required to be disclosed therein. Since the date of the financial statements included in the Reports, and except as modified in the Other Written Information or in the Schedules hereto, there has been no material adverse change in the Company's business, financial condition or affairs not disclosed in the Reports. The Reports do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made.

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