Representation of the Company. The Company hereby acknowledges that the status of the Escrow Agent with respect to the offering of the Shares is that of agent only for the limited purposes herein set forth, and hereby agrees it will not represent or imply that the Escrow Agent, by serving as the Escrow Agent hereunder or otherwise, has investigated the desirability or advisability of an investment in the Shares, or has approved, endorsed or passed upon the merits of the Shares, nor shall the Company use the name of the Escrow Agent in any manner whatsoever in connection with the offer or sale of the Shares, other than by acknowledgement that it has agreed to serve as Escrow Agent for the limited purposes herein set forth.
Representation of the Company. The Company hereby acknowledges that the status of the Transfer Agent and the Escrow Agent with respect to the offering of the Shares is that of agent solely of the Company only for the limited purposes herein set forth, and hereby agrees it will not represent or imply that the Transfer Agent or Escrow Agent, by serving as the Escrow Agent or Transfer Agent hereunder or otherwise, has investigated the desirability or advisability of an investment in the Shares, or has approved, endorsed or passed upon the merits of the Shares, nor shall the Company use the name of the Transfer Agent or Escrow Agent in any manner whatsoever in connection with the offer or sale of the Shares, other than by acknowledgement that it has agreed to serve as Transfer Agent or Escrow Agent for the limited purposes herein set forth.
Representation of the Company. The Company hereby acknowledges that the status of the Processing Agent and the Escrow Agent with respect to the offering of the Shares is that of agent solely of the Company only for the limited purposes herein set forth, and hereby agrees it will not represent or imply that the Escrow Agent or Processing Agent, by serving as the Escrow Agent or Processing Agent hereunder or otherwise, has investigated the desirability or advisability of an investment in the Shares, or has approved, endorsed or passed upon the merits of the Shares, nor shall the Company use the name of the Escrow Agent or Processing Agent in any manner whatsoever in connection with the offer or sale of the Shares, other than by acknowledgement that it has agreed to serve as Escrow Agent or Processing Agent for the limited purposes herein set forth.
Representation of the Company. Only (i) the Board of Directors acting in accordance with a resolution validly passed by it, and (ii) the Person or Persons duly empowered through a valid power of attorney approved by the Board of Directors in writing; will have the authority to represent the Company.
Representation of the Company. The Company represents and warrants that the Shares issuable upon any exercise of the Option, when purchased and paid for as herein provided, will be validly issued, fully paid and non-assessable.
Representation of the Company. Without limiting the generality of clause 6.4 the Manager shall have power and authority having due regard to the Investment Policy and the duties of the Manager under this Agreement and having had prior consultation with the Board;
Representation of the Company. The Borrower hereby represents and warrants that, as of the date hereof and as of the Increase Date, no event or condition shall have occurred and then be continuing that constitutes a Default or Unmatured Default.
Representation of the Company. The Company represents and warrants that (i) all corporate action required to be taken by the Company to fully authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, any action required to be taken by the Board, any committee of the Board or any other person or body to interpret or otherwise act with respect to any company plan, program, policy, arrangement or agreement) has been duly and effectively taken, (ii) the officer signing this Agreement on behalf of the Company is duly authorized to do so, (iii) the execution, delivery and performance of this Agreement does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document to which the Company is a party or by which it is bound and (iv) upon execution and delivery of this agreement by the Parties, it shall be a valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. The Company also represents that by approving this Agreement, the Plan Administrator of the Plan has exercised its discretion pursuant to Article Two of the Plan to approve the vesting and exercisability of options not vested on the date of termination of Employee's employment or, if sooner, the occurrence of a Change in Control and to approve any extension of time to exercise options upon any such termination or occurrence.
Representation of the Company. In all matters arising under this Section 7, the Company shall be represented by those members of the Board that were, as of the Closing, on the Determination Committee, or in the event that no such members are serving on the Board as of such time, by an independent trustee appointed by the Board for such purpose, the expenses of which shall be borne by the Company. Such members of the Company's Board shall have the sole authority to assert the Company's rights under this Section 7 on the Company's behalf, and have the sole authority to make, on the Company's behalf, any decisions relating thereto, including, subject to Section 7.4, any decisions with respect to the defense, compromise and settlement of any third-party claim for which indemnification is sought hereunder.
Representation of the Company. The Company hereby represents that the Termination Fee is proportionate to the corresponding termination fee paid to Bank of America, N.A. and its affiliates (collectively, “BofA”), based on the number of shares of the Company’s Special Series A Shares (which subsequently converted into the Company’s common shares of beneficial interest) that were issued to the Holders, on one hand, and BofA, on the other hand, in connection with the Company’s March 2010 restructuring. Wxxxx Fargo Bank, N.X. Xxxxx Fargo Community Development Corporation January 11, 2013 Please acknowledge your agreement to the terms and conditions of this letter by countersigning a copy of this letter below and returning it to the Company. This letter may be executed in counterparts each of which shall be an original and all of which taken together shall constitute one and the same letter. Any facsimile or portable document format copy hereof or signature hereon shall, for all purposes, be deemed an original. Very truly yours, CENTERLINE HOLDING COMPANY By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Chief Financial Office ACCEPTED AND AGREED TO WXXXX FARGO BANK, N.A. By: /s/ Txx Xxxxxxxxxx Name: Txx Xxxxxxxxxx Title: Senior Vice President WXXXX FARGO COMMUNITY DEVELOPMENT CORPORATION By: /s/ Txx Xxxxxxxxxx Name: Txx Xxxxxxxxxx Title: Senior Vice President EXHIBIT A LETTER FROM COMPANY TO WXXXX FARGO BANK, N.A., DATED FEBRUARY 26, 2010 EXECUTION COPY CENTERLINE HOLDING COMPANY 600 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Wxxxx Fargo Bank, N.A. 400 Xxxxxxxxxx Xxxxxx San Francisco, CA 94163 Attn: Ex Xxxxxx Reference is made to that certain Exchange and Consent Agreement (the “Agreement”) entered into as of February 26, 2010 by and among Centerline Holding Company (the “Company”), Wxxxx Fargo Bank, N.A. (the “Holder”) and Paul, Hastings, Jxxxxxxx & Wxxxxx LLP, as escrow agent. All capitalized terms not defined in this letter shall have the meanings ascribed to them in the Agreement (including schedules and exhibits).
