Representations and Recitals Sample Clauses

Representations and Recitals. You represent that: (a) The Company has advised you to consult with an attorney of your choosing concerning the rights waived in this letter agreement. You have carefully read and fully understand this letter agreement, and are voluntarily entering into this letter agreement and providing the General Release and Waiver attached hereto as Exhibit E and the Supplemental Release and Waiver attached hereto as Exhibit F. (b) You understand that you have at least 21 days to review this letter agreement, the General Release and Waiver, and the Supplemental Release and Waiver prior to their respective executions. If at any time prior to the end of the 21 day period, you execute this letter agreement and the General Release and Waiver, you acknowledge that such early execution is a knowing and voluntary waiver of your right to consider this letter agreement and the General Release and Waiver for at least 21 days and is due to your belief that you have had ample time in which to consider and understand this letter agreement and the General Release and Waiver and in which to review this letter agreement and the General Release and Waiver with an attorney. (c) You understand that, for a period of seven (7) days after you have executed this letter agreement and the General Release and Waiver, and for a subsequent period of seven (7) days after you have executed the Supplemental Release and Waiver, you may revoke the letter agreement and the General Release and Waiver, and subsequently the Supplemental Release and Waiver, by giving notice in writing of such revocation to the Company, c/o Chairman of the Board of Directors at the Company's headquarters, with a copy to Xxxxxxx X. Xxxxxxx, Xxxxx Xxxx LLP, Seaport World Trade Center West, 000 Xxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. If at any time after the end of each seven-day period you accept any of the payments or benefits provided by the Company as described in Section 2 of this letter agreement, such acceptance will constitute an admission by you that you did not revoke this letter agreement, the General Release and Waiver, or the Supplemental Release and Waiver during the applicable revocation periods and will further constitute an admission by you that this letter agreement, the General Release and Waiver, and the Supplemental Release and Waiver have become effective and enforceable. (d) You understand that the effect of the General Release and Waiver and of the Supplemental Release and Waiver is that you gi...
Sample 1
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Representations and Recitals. You represent that: a. THE COMPANY HAS ADVISED YOU TO CONSULT WITH AN ATTORNEY OF YOUR CHOOSING CONCERNING THE RIGHTS WAIVED IN THIS LETTER AGREEMENT. YOU HAVE CAREFULLY READ AND FULLY UNDERSTAND THIS LETTER AGREEMENT, AND ARE KNOWINGLY AND VOLUNTARILY ENTERING INTO THIS LETTER AGREEMENT AND AGREEING TO PROVIDE THE RELEASE AND WAIVER OF CLAIMS. b. YOU UNDERSTAND THAT YOU HAVE NO LESS THAN TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS LETTER AGREEMENT AND THE RELEASE AND WAIVER OF CLAIMS PRIOR TO THEIR SIGNING. IF AT ANY TIME PRIOR TO THE END OF THE TWENTY-ONE (21) DAY PERIOD YOU SIGN THIS LETTER AGREEMENT, YOU ACKNOWLEDGE THAT SUCH EARLY SIGNING IS A KNOWING AND VOLUNTARY WAIVER OF YOUR RIGHT TO CONSIDER THIS LETTER AGREEMENT TWENTY-ONE (21) DAYS AND IS DUE TO YOUR BELIEF THAT YOU HAVE HAD AMPLE TIME IN WHICH TO CONSIDER AND UNDERSTAND THIS LETTER AGREEMENT AND IN WHICH TO REVIEW THIS LETTER AGREEMENT WITH AN ATTORNEY. c. YOU UNDERSTAND THAT FOR A PERIOD OF SEVEN (7) CALENDAR DAYS AFTER YOU SIGN THIS LETTER AGREEMENT AND RELEASE AND WAIVER OF CLAIMS, YOU MAY REVOKE THE AGREEMENT AND RELEASE AND WAIVER OF CLAIMS BY GIVING NOTICE IN WRITING OF SUCH REVOCATION TO ATTN: SECRETARY, BIOPURE CORPORATION AT 11 HURLEY STREET, CAMBRIDGE, MASSACHUSETTS 02141, BY (A) FIRST CLASS X.X. XXXX, POSTMARKED WITHIN SEVEN (7) DAYS OF THE SIGNING OF THIS LETTER AGREEMENT, OR (B) HAND DELIVERY WITHIN SEVEN (7) DAYS OF EXECUTION OF THIS LETTER AGREEMENT. IF AT ANY TIME AFTER THE END OF THE SEVEN (7) DAY PERIOD YOU ACCEPT ANY OF THE CONSIDERATION PROVIDED BY THE COMPANY, AS DESCRIBED IN PARAGRAPH 2 OF THIS LETTER AGREEMENT, SUCH ACCEPTANCE WILL CONSTITUTE AN ADMISSION BY YOU THAT YOU DID NOT REVOKE THIS AGREEMENT DURING THE REVOCATION PERIOD AND WILL FURTHER CONSTITUTE AN ADMISSION BY YOU THAT THIS LETTER AGREEMENT HAS BECOME EFFECTIVE AND ENFORCEABLE. d. YOU UNDERSTAND THAT YOU WILL NOT BE ENTITLED TO RECEIVE ANY OF THE COMPENSATION AND BENEFITS SET FORTH IN PARAGRAPHS 2 ABOVE (EXCEPT TO THE EXTENT HEALTH CARE BENEFIT CONTINUATION IS REQUIRED BY LAW) UNTIL THE SEVEN-DAY REVOCATION PERIOD HAS EXPIRED, AND SHOULD YOU IN FACT REVOKE YOUR ACCEPTANCE, NONE OF THE SPECIFIED BENEFITS WILL BE PROVIDED. YOU FURTHER UNDERSTAND THAT AFTER THE EXPIRATION OF THE SEVEN-DAY REVOCATION PERIOD THIS LETTER AGREEMENT AND RELEASE AND WAIVER SHALL BE FOREVER BINDING. e. YOU UNDERSTAND THE EFFECT OF YOUR RELEASE AND WAIVER AND THAT YOU GIVE UP ANY AND ALL RIGHTS YOU MAY HAVE, TO THE EXTENT PERMITTED BY...
Sample 1
Representations and Recitals. XxXxxxxxx represents that: (a) The Company has advised him to consult with an attorney of his choosing concerning the rights waived in this Agreement. He has carefully read and fully understands this Agreement, and is voluntarily entering into this Agreement. (b) He understands that he has at least twenty-one (21) days to review this Agreement prior to execution. If at any time prior to the end of the 21-day period, he executes this Agreement, he acknowledges that such early execution is a knowing and voluntary waiver of his right to consider this Agreement for at least 21 days and is due to him belief that he has had ample time in which to consider and understand this Agreement and in which to review this Agreement with an attorney. (c) Even after executing this Agreement, XxXxxxxxx has seven (7) days after signing to revoke this Agreement. This Agreement will not be effective or enforceable until this 7-day period has expired. As used throughout the Agreement, the term “Effective Date” means the date on which the revocation period expires provided that the Agreement has not been revoked within the revocation period. In order to revoke his assent to this Agreement, XxXxxxxxx must, within 7 days after he signs this Agreement, give notice in writing of such revocation to the Company, c/o Xxxxxx X. Xxxxxxxx, American Renal Associates, LLC, 000 Xxxxxxxx Xxxxxx, Suite 6550, Beverly, MA 01915. (d) He understands that the effect of the release contained in paragraph 15 is that he gives up any claims he may have against the Company, including but not limited to any claim of age discrimination arising under the federal Age Discrimination in Employment Act or other law and claim for unpaid wages under Massachusetts law, except as set forth in paragraph 18. (e) He understands that he is receiving compensation and benefits pursuant to this Agreement that he would not otherwise be entitled to if he did not enter into this Agreement. (f) He enters into this Agreement and waives any such rights knowingly and willingly, and in order to receive the consideration recited above.
Sample 1
Representations and Recitals. Xxxxxxx represents that: (a) The Company has advised him to consult with an attorney of his choosing concerning the rights waived in this Agreement. He has carefully read and fully understands this Agreement, and is voluntarily entering into this Agreement. (b) He understands that the effect of the release contained in paragraph 14 is that he gives up any claims he may have against the Company, including but not limited to any other law and claim for unpaid wages under Massachusetts law, except as set forth in paragraph 16. (c) He understands that he is receiving compensation and benefits pursuant to this Agreement that he would not otherwise be entitled to if he did not enter into this Agreement. (d) He enters into this Agreement and waives any such rights knowingly and willingly, and in order to receive the consideration recited above.
Sample 1

Related to Representations and Recitals

  • Representations True Borrower represents and warrants to Silicon that all representations and warranties set forth in the Loan Agreement, as amended hereby, are true and correct.

  • Representations and Warranties Generally The representations and warranties of the Purchaser set forth in this Agreement are true and correct as of the date hereof and will be true and correct as of the Closing Date and as otherwise specifically provided herein. Any certificate signed by a duly authorized representative of the Purchaser and delivered to the Company or to counsel for the Company shall be deemed to be a representation and warranty by the Purchaser to the Company as to the matters set forth therein.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Representations and Warranties; No Defaults The following statements shall be true on the date of such Loan or Issuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereof: (i) the representations and warranties set forth in Article IV (Representations and Warranties) and in the other Loan Documents shall be true and correct on and as of the Closing Date and shall be true and correct in all material respects on and as of any such date after the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; and (ii) no Default or Event of Default shall have occurred and be continuing.

  • Representations and Warranties; No Default Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representations and Warranties True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

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