Representations, Warranties and Acknowledgements. In addition to the representations, warranties and obligations set forth throughout this Agreement, Employee acknowledges that (a) Protected Information is commercially and competitively valuable to Verso Paper and critical to its success; (b) the Unauthorized use or disclosure of Protected Information or the violation of the covenants set forth in Sections 2, 3, or 4 would cause irreparable harm to Verso Paper; (c) by this Agreement, Verso Paper is taking reasonable steps to protect its legitimate interests in its Protected Information; (d) Employee has developed, or will develop legally unique relationships with customers of Verso Paper; and (e) nothing herein shall prohibit Verso Paper from pursuing any remedies whether in law or equity, available to Verso Paper for breach or threatened breach of this Agreement. Employee further acknowledges and agrees that as a senior executive of Verso Paper Employee performs unique and valuable services to Verso Paper of an intellectual character and that Employee’s services will be difficult for Verso Paper to replace. Employee further acknowledges and agrees that Verso Paper is providing Employee with significant consideration in this Agreement for entering into the Agreement and that Verso Paper’s remedies for any breach of this Agreement are in addition to and not in place of any other remedies Verso Paper may have at law or equity or under any other agreements.
Representations, Warranties and Acknowledgements. 2.1 The Loan Parties hereby jointly and severally represent and warrant to the Administrative Agent and each Lender that:
(a) immediately upon giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has occurred and is continuing;
(b) Each Loan Party has the corporate power and authority to execute and deliver this Amendment and to perform their obligations under the Loan Documents, as amended by this Amendment;
(c) the execution and delivery by the Loan Parties of this Amendment and the performance by the Loan Parties of their obligations under the Loan Documents, as amended by this Amendment, have been duly authorized by all necessary corporate or limited liability company action on the part of the Loan Parties;
(d) this Amendment has been duly executed and delivered by the Loan Parties and is the binding obligation of each Loan Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principals (whether enforcement is sought by proceedings in equity or at law); and
(e) as of the date hereof, no Loan Party has any defenses against the obligations to pay any amounts under the Obligations.
2.2 The Loan Parties acknowledge that the Administrative Agent and the Lenders have acted in good faith and have conducted in a commercially reasonable manner their relationships with the Loan Parties in connection with this Amendment and in connection with the Loan Documents.
2.3 The Loan Parties understand and acknowledge that the Administrative Agent and the Lenders, are entering into this Amendment in reliance upon, and in partial consideration for, the above representations, warranties, and acknowledgements, and the Loan Parties agree that such reliance is reasonable and appropriate.
Representations, Warranties and Acknowledgements. (i) The Executive acknowledges that: (a) but for the agreements contained in this Section 6, the Company would not enter into this Agreement; (b) the Company considers Confidential Information to be commercially and competitively valuable to the Company and critical to its success; (c) Unauthorized use or disclosure of Confidential Information would cause irreparable harm to the Company; and (d) by this Agreement, the Company is taking reasonable steps to protect its legitimate interests in its Confidential Information.
(ii) The Executive also acknowledges that businesses that are competitive with the Company include, but are not limited to, any business involving the development, marketing and/or sale of systems that control, as an integrated network or otherwise, electronic devices including, without limitation, video components, audio components, teleconferencing devices, lighting equipment, educational media, environmental control systems, and security systems.
(iii) The Executive acknowledges that given the nature of the Company’s business, certain accounts are national and international in scope and the location of the Company’s customers and vendors is not dependent on the geographic location of the Executive or the Company.
Representations, Warranties and Acknowledgements. 3.1 Each Party represents, warrants and covenant to the other that the execution, delivery and performance of this Agreement is within each Party's powers and has been duly authorized.
3.2 Licensor hereby represents, warrants and covenant that it is the sole and exclusive owner of all rights, title and interest in and to the Licensed Patents.
3.3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR THAT ARISE BY COURSE OF DEALING OR BY REASON OF CUSTOM OR USAGE IN THE TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
3.4 Notwithstanding anything to the contrary in this Agreement, no Party shall be liable to the other or any third party for any indirect, incidental, exemplary, special, punitive or consequential damages (including with respect to lost revenue, lost profits or savings or business interruption) of any kind or nature whatsoever suffered by the other Party or any third party howsoever caused and regardless of the form or cause of action, even if such damages are foreseeable or such party has been advised of the possibility of such damages.
Representations, Warranties and Acknowledgements. The Company Securityholder represents, warrants and acknowledges to the Purchaser as at the date of this Agreement and as at the Effective Time, and acknowledges and confirms that the Purchaser is relying on such representations, warranties and acknowledgements in connection with the offer, sale and issuance of the Purchaser Rollover Securities to the Company Securityholder, that:
(a) with respect to any Company Securityholder that is not a natural person, it has all limited partnership, trust or other organizational power and authority to execute, deliver and perform this Agreement;
(b) with respect to any Company Securityholder that is not a natural person, the execution, delivery and performance of this Agreement by it has been duly and validly authorized and approved by all necessary limited partnership, trust or other organizational action by it;
(c) this Agreement has been duly and validly executed and delivered by it, him or her and constitutes a valid and legally binding obligation of it, him or her, enforceable against it, him or her in accordance with the terms of this Agreement and such purchase will not contravene any law, rule or regulation binding on the undersigned or any investment guideline or restriction applicable to the undersigned;
(d) the execution and delivery by the Company Securityholder of this Agreement does not and the consummation by the Company Securityholder of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time or both), contravene, conflict with or result in a breach or violation of, or a default under, (i) any judgment, order, decree, statute, rule, regulation or other law applicable to the Company Securityholder or (ii) in any material respects, any contract, agreement or instrument by which the Company Securityholder is bound;
(e) no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Company Securityholder in connection with the execution and delivery by the Company Securityholder of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby;
(f) the Company Securityholder has (i) such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of acquiring the Purchaser Ro...
Representations, Warranties and Acknowledgements. 2.1. The Subscriber represents and warrants to the Cooperative, and acknowledges that the Cooperative is relying on these representations and warranties to, among other things, ensure that it is complying with all of the applicable securities laws, that:
i. The Subscriber has the requisite knowledge to assess the relative merits and risks of this investment, or has relied upon the advice of Subscriber’s professional advisors with regard to an investment in the Cooperative . The Subscriber represents and warrants that he/she/it is aware of the degree of risk associated with the purchase of the Note of the Cooperative and has determined that the purchase of the Note is a suitable investment;
ii. The Subscriber is fully aware and understands that at any time the Cooperative may operate at a loss rather than a profit, and may do so for an unforeseeable amount of time;
iv. The Subscriber hereby confirms that he/she/they has reviewed or had the opportunity to review the financial statements and other financial information related to the investment within the Cooperative;
v. The Subscriber is fully aware and understands that the aggregate amount sold by the Cooperative to the Subscriber for a period of twelve (12) months does not exceed (i) the greater of $2,200 or five percent (5%) of the greater of the annual income or net worth of such Subscriber, if either the annual income or net worth of the investor is less than $107,000, as verified by a regulated crowdfunding portal; or (2) ten percent (10%) of the greater of the annual income or net worth of such Subscriber, not to exceed a maximum aggregate amount of $107,000, if either the annual income or net worth of the Subscriber is equal to or more than $107,000, as verified by a regulated crowdfunding portal.
Representations, Warranties and Acknowledgements a. Executive acknowledges that Executive’s services are of a special, unique and extraordinary character and, Executive’s position with the Business and the Company places Executive in a position of confidence and trust with the customers, suppliers, vendors, employees and agents of the Company.
b. Executive also acknowledges that businesses that are competitive with the Company include, but are not limited to, any businesses which are engaged in the Business or any other lines of business that the Company may engage in the future. Executive further acknowledges that given the nature of the Business and the other businesses of the Company, certain accounts of the Company are national in scope and are not dependent on the geographic location of Executive or the Company.
c. Executive represents and warrants to the Company that Executive is not a party to any agreement, or non-competition or other covenant or restriction contained in any agreement, commitment, arrangement or understanding (whether oral or written), that in any way conflicts with or limits Executive’s ability to commence or continue to render services to the Company or that would otherwise limit Executive’s ability to perform all responsibilities in accordance with the terms and subject to the conditions of Executive’s employment.
Representations, Warranties and Acknowledgements. The Player represents and warrants that, as at the date of this Agreement: He is fit to play the Game and is, and will remain, able to perform his obligations under this Agreement without exposing himself to a greater than usual risk to health or a greater than usual risk of injury; He is able to grant the Rights to the Club, and that the granting of those Rights does not infringe on any right, title or interest of any third party; In entering into this Agreement and in performing his obligations under this Agreement he will not be in breach of any obligations owed to any third party or infringe any right, title or interest of any third party. Schedule 2 represents a full disclosure by the Player to the Club of all contracts, arrangements and understandings entered into by the Player with any third party concerning the Player Property or any part thereof. The Player acknowledges that: The Club has made available to him copies of the constitution of the Club and Club Rules, including each document with together comprise the Club Rules; The Club has made available to him copies of the NSWRL Rules, including each document which together comprise the NSWRL Rules; He has had a reasonable opportunity to read the documents referred to in clauses 19(b)(i) and 19(b)(ii); The Club has advised him to seek, and given his sufficient time to seek, independent legal and financial advice about this Agreement and the documents referred to in clauses 19(b)(i) and 19(b)(ii) before entering into this Agreement; This Agreement is a standard-form Agreement prepared in a form which is approved by NSWRL. Clauses 1 to 25 (both inclusive) of this Agreement must not be varied by the Parties. Any variation by the Parties of any part of clauses 1 to 25 (both inclusive) shall void the registration of this Agreement with NSWRL. Any variation or special condition of this Agreement must be made in accordance with the terms of the Agreement and set out in full in Schedule 4, but shall not be of any effect until the variation is registered with NSWRL; and The Club’s liabilities in respect of the Player’s death or injury in performing his obligations under this Agreement are limited to those: Which arise by operation of law; Which are stated in this Agreement; and Out of which the Parties cannot contract. at the relevant time.
Representations, Warranties and Acknowledgements. The Executive acknowledges that: (i) but for the agreements contained in this Section 6, the Company would not enter into this Agreement; (ii) the Company considers Confidential Information to be commercially and competitively valuable to the Company and critical to its success; (iii) Unauthorized use or disclosure of Confidential Information could cause irreparable harm to the Company; and (iv) by this Agreement, the Company is taking reasonable steps to protect its legitimate interests in its Confidential Information.
Representations, Warranties and Acknowledgements. Obligors, jointly and severally, hereby represent, warrant and acknowledge to Lender, upon which Lender is relying, that:
1.1 The foregoing recitals are true and correct.
1.2 Each is authorized under applicable law to execute, deliver and perform this Agreement and all documents, instruments and agreements executed in connection herewith and neither the execution and delivery of this Agreement nor the fulfillment of or compliance with any of the terms and conditions of this Agreement will, to the best of each Obligor’s knowledge, conflict with or result in a breach of the terms, conditions or provisions of or constitute a violation or default under any contract, agreement, applicable law, regulation, judgment, writ, order or decree to which any of Obligors, or their respective properties are subject.
1.3 The Existing Loan Documents are legal, valid and binding obligations of Obligors in accordance with their respective terms. The liens, security interests and other encumbrances in favor of Lender granted under the Existing Loan Documents are duly perfected and are not subject to avoidance or invalidation for any reason.
1.4 There are no pending, nor to the best knowledge of Obligors, threatened actions, litigation, disputes, alleged defaults for breaches, suits or proceedings against or in any way relating adversely to any Obligor or its properties before any court, arbitrator or governmental or administrative body or agency, except as described in Schedule 1.4 attached hereto.
1.5 Obligors have received no notice of default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which any of them is a party or by which their properties are bound except as described in this Agreement or set forth in Schedule 1.5 attached hereto.
1.6 Neither this Agreement nor any report, schedule, certificate, agreement or any instrument heretofore or contemporaneously herewith provided to Lender by Obligors contain any misrepresentation or untrue statement of facts or omits to state any material facts.
1.7 Neither the execution and delivery of this Agreement nor the performance of any actions required by this Agreement is being consummated by any party to hinder, delay or defraud any entity to which any Obligors were or are now or will hereafter become indebted.
1.8 As of the Effective Date, the balances due under the Amended Notes, excluding Lender’s attorneys’ fees and costs, were as fo...
