Representations, Warranties, Covenants and Acknowledgments. To induce the Agent and Lenders to enter into this Amendment, the Borrower hereby:
(a) represents and warrants that (i) as of the Effective Date, all of the representations and warranties made or deemed to be made under the Loan Documents are true and correct in all material respects (other than any representation or warranty that is qualified by materiality or Material Adverse Effect, in which case such representation or warranty is true and correct in all respects) on and as of the Effective Date to the same extent as though made on and as of the Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (other than any representation or warranty that is qualified by materiality or Material Adverse Effect, in which case such representation or warranty was true and correct in all respects) on and as of such earlier date; (ii) as of the Effective Date, after giving effect to the terms of this Amendment, there exists no Default or Event of Default under the Loan Agreement or any of the other Loan Documents; (iii) the Borrower has the corporate power and is duly authorized to enter into, deliver and perform this Amendment; and (iv) this Amendment is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) acknowledges and agrees that (i) this Amendment does not and shall not create (nor shall the Borrower or any of its Subsidiaries rely upon the existence of or claim or assert that there exists) any obligation of the Agent or any Lender to consider or agree to any further consent, waiver or amendment with respect to any Loan Document and, in the event that the Agent or any Lender subsequently agrees to consider any further consent, waiver or amendment with respect to any Loan Document, neither this Amendment nor any other conduct of the Agent or any Lender shall be of any force or effect on the Agent’s or such Lender’s consideration or decision with respect thereto, and neither the Agent nor any Lender shall have any further obligation whatsoever to consider or agree to any further consent, waiver or amendment with respect to any Loan Document; an...
Representations, Warranties, Covenants and Acknowledgments. You hereby agree that in the event the Company and the Company’s counsel deem it necessary or advisable in the exercise of their discretion, the transfer or issuance of the Shares issued pursuant to the Restricted Stock Units may be conditioned upon you making certain representations, warranties, and acknowledgments relating to compliance with applicable securities laws.
Representations, Warranties, Covenants and Acknowledgments. To induce Agent and Lenders to enter into this Agreement: Each Borrower and Guarantor does hereby represent and warrant that (i) as of the date hereof, all of the representations and warranties made or deemed to be made under the Forbearance Agreement and the other Loan Documents are true and correct, (ii) as of the date hereof, after giving effect to the terms hereof, there exists no (A) default or breach of the Forbearance Agreement or (B) Default or Event of Default under the Loan Agreement or any of the Loan Documents, other than any Default or Event of Default which may arise from the failure of Borrowers to pay, during the Forbearance Period, certain interest payments with respect to the Senior Notes (as defined below), (iii) such Borrower and Guarantor has the power and is duly authorized to enter into, deliver and perform this Agreement, and (iv) this Agreement and each of the Forbearance Agreement and the other Loan Documents is the legal, valid and binding obligation of the such Borrower and Guarantor enforceable against it in accordance with its terms; and Each Borrower and Guarantor does hereby reaffirm each of the agreements, covenants, and undertakings set forth in the Forbearance Agreement and each and every other Loan Document executed in connection therewith or pursuant thereto as if such Borrower or Guarantor were making said agreements, covenants and undertakings on the date hereof; and Each Borrower and Guarantor does hereby acknowledge and agree that no right of offset, defense, counterclaim, claim, causes of action or objection in favor of any Borrower or Guarantor against Agent or any Lender exists arising out of or with respect to (i) the Secured Obligations, this Agreement, the Forbearance Agreement, the Loan Agreement or any of the other Loan Documents, (ii) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing or (iii) the administration or funding of the Revolving Credit Loans; and Each Borrower and Guarantor does hereby acknowledge and agree that any and all references to the Loan Agreement herein or in the Forbearance Agreement shall mean and refer to the Loan Agreement, as amended by (i) that certain First Amendment to Post-Confirmation Loan and Security Agreement, dated August 31, 2000, (ii) that certain Second Amendment to Post-Confirmation Loan and Security Agreement, dated January 26, 2001, (iii) that certain Third Amendment to Post-Confirmation Loan and Security Agreement, dat...
Representations, Warranties, Covenants and Acknowledgments of ----------------------------------------------------------------- Purchaser. ---------- Purchaser hereby represents, warrants, covenants, acknowledges and agrees that:
Representations, Warranties, Covenants and Acknowledgments. The Executive hereby represents, warrants, covenants, acknowledges and agrees that:
Representations, Warranties, Covenants and Acknowledgments. Counsel hereby represents, warrants, covenants, and acknowledges that:
A. Counsel possesses a high degree of skill and expertise with respect to the Services to be performed hereto.
B. Counsel will perform the Services in good faith and in a timely, competent and professional manner in accordance with applicable professional standards.
C. Counsel, and its staff assigned to perform the Services, maintains and shall maintain throughout the term hereof, the necessary qualifications, training and licenses as may be required within the jurisdiction where the Services are to be performed and shall be legally entitled to work in such jurisdiction.
D. Counsel, its partners, officers, directors, shareholders, and staff, will comply with the standards set forth in the Department of Financial Services (“DFS”) Regulations (including 23 NYCRR Part 500) applicable to the Counsel.
E. Counsel is an entity duly organized, validly existing, and in good standing under the laws of [STATE], and has authority to conduct business in the State of New York (“State”).
F. This Agreement has been duly authorized by all requisite action on the part of Counsel and constitutes the valid, legal, and binding obligation of Counsel, enforceable against it in accordance with its terms.
G. Counsel, its partners, officers, directors, shareholders, and staff, are not in violation of any federal or state laws or regulations and no charge, investigation, action, suit, or proceeding before or by any court or regulatory agency is pending against any such person or, to the best knowledge of the Counsel, threatened.
H. Counsel, its partners, officers, directors, shareholders, and each of its staff performing Services hereunder are not affiliated (as defined in Appendix D) with the Comptroller, the New York State Office of the State Comptroller (“OSC”), the System, or the Fund.
I. All of the information contained in Counsel’s response to the RFP was true in all material respects at the time of submission and continues to be true as of the date hereof.
J. Counsel shall maintain policies and procedures designed to ensure compliance with the confidentiality provisions set forth in Section XII of this Agreement.
K. Counsel shall maintain risk management and oversight policies and procedures designed to ensure compliance with applicable laws and regulations.
Representations, Warranties, Covenants and Acknowledgments. 8 4.1 Representations and Warranties of the Borrower ....................................................................... 8 4.2 Positive Covenants of the Borrower ......................................................................................... 10 4.3 Negative Covenants of the Borrower ........................................................................................ 11 4.4 Acknowledgments of the Borrower .......................................................................................... 11 4.5 Survival ..................................................................................................................................... 12 ARTICLE V
Representations, Warranties, Covenants and Acknowledgments. You hereby agree that in the event the Company and the Company’s counsel deem it necessary or advisable in the exercise of their discretion, the issuance of the shares of Stock upon exercise of this Performance Option may be conditioned upon you making certain representations, warranties, and acknowledgments relating to compliance with applicable securities laws.
Representations, Warranties, Covenants and Acknowledgments. By signing below, Director hereby agrees that in the event the Company and/or the Company’s counsel deem it necessary or advisable in the exercise of their discretion, the transfer or issuance of the Restricted Shares may be conditioned upon Director making certain representations, warranties, and acknowledgments relating to compliance with applicable securities laws.
Representations, Warranties, Covenants and Acknowledgments. You hereby agree that in the event the Company and the Company's counsel deem it necessary or advisable in the exercise of their discretion, the transfer or issuance of the shares of Stock issued pursuant to your PSUs may be conditioned upon you making certain representations, warranties, and acknowledgments relating to compliance with applicable securities laws.
