Representation and Covenant of Stockholder Representative Sample Clauses

Representation and Covenant of Stockholder Representative. The Stockholder Representative hereby represents and warrants that, as of the Effective Date, (i) Exhibit A is a true and complete copy of the 2008 Employee Retention Bonus Plan of the Company (“Retention Bonus Plan”), with a Retention Pool (as defined in the Retention Bonus Plan) of $[**] (the “Maximum Aggregate Payment Amount”); and (ii) Exhibit B sets forth a true and complete list of any and all Retention Bonuses paid or payable to a Participant (each as defined in the Retention Bonus Plan) under the Retention Bonus Plan, plus (A) an amount equal to $50,000 to be disbursed out of the Retention Escrow Amount as additional consideration to Xxxxxx Xxxxxxx for his services as Stockholder Representative, as approved by the Company Stockholders, (B) an amount equal to $40,000 to be disbursed out of the Retention Escrow Amount as additional consideration to Xxxxxxx X. Xxxxxxxx, and (C) such amount as shall be directed by the Stockholder Representative to pay the fees and costs of legal counsel for the Company Securityholders and the costs and fees of the Paying Agent. The Stockholder Representative further covenants that after the Effective Date, he shall not modify the Retention Bonus Plan or take any other action, in either case that results in any obligation to pay Retention Bonuses, fees and any other amounts related to or arising from the Retention Bonus Plan that, when taken together with the obligations related to or arising from the Retention Bonus Plan as of the Effective Date, would exceed the Maximum Aggregate Payment Amount.
Sample 1
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Related to Representation and Covenant of Stockholder Representative

  • Survival of Representations, Etc All representations and warranties contained in this Agreement or made in writing by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of this Agreement and the Loan Documents, the making of the Advances and any investigation made by or on behalf of the Lenders, none of which investigations shall diminish any Lender’s right to rely on such representations and warranties. All obligations of the Borrower provided for in Sections 2.12, 2.13, 2.14(c), 9.04, and 9.07 and all of the obligations of the Lenders in Section 8.05 shall survive any termination of this Agreement and repayment in full of the Obligations.

  • INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS The Investor represents and warrants to the Company, and covenants, that:

  • Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

  • Reaffirmation of Representations and Warranties/Further Assurances After giving effect to the amendments herein, each representation and warranty of such Credit Party contained in the Credit Agreement and in each of the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date).

  • Holder Representations The Holder hereby represents and warrants to the Company that:

  • Affirmation of Representations and Warranties At each Applicable Time, Settlement Date and Representation Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented as of such date; and each execution and delivery by the Company of a Terms Agreement, shall be deemed to be an affirmation to the Manager that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented as of such date.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Breach of Representations, Etc Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • Reaffirmation of Representations The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Credit Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

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