WITH RESPECT TO THE COMPANY Sample Clauses

WITH RESPECT TO THE COMPANY. The Members jointly and severally represent and warrant to Buyer that the statements contained in this Article IV are true and correct as of the date hereof and as of the Closing Date, except as set forth in the Disclosure Schedules numbered to correspond to the Section of this Article IV to which such exception relates.
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WITH RESPECT TO THE COMPANY. 3.2.1 The COMPANY has been validly incorporated and validly exists pursuant to the business laws of the state of Minnesota and holds all appropriate licenses and permits and has the corporate power to do business in all the jurisdictions in which it presently carries on business;
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WITH RESPECT TO THE COMPANY. Except (i) as set forth on the disclosure letter dated as of the date of this Agreement and delivered by the Company to Rice on or prior to the date of this Agreement (the “Company Disclosure Letter”) and (ii) as disclosed in the Registration Statement (excluding any disclosures set forth in the Registration Statement in any risk factor section or any forward-looking disclosure in any section relating to forward-looking statements), the Vantage Sellers, jointly and severally, represent and warrant to Rice as follows (it being understood that the representations and warranties set forth in this Article IV are made giving effect to the Restructuring that will take place prior to Closing):
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WITH RESPECT TO THE COMPANY. Seller represents and warrants, as of the date hereof, and as of the Closing Date, as follows:
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WITH RESPECT TO THE COMPANY. The Shareholders, with respect to the Company, represent and warrant to Purchaser as follows (where any paragraph of this Article IV or any provision or disclosure made or referred to in the disclosure schedule (the “Disclosure Schedule”) delivered by the Shareholders to Purchaser and signed by the Shareholders of the Company in their capacities as such by execution of this Agreement, is qualified by the expressions “to the knowledge of the Shareholders and the officers of the Company” or “each Shareholder and officer of the Company is not aware” or any similar expression, then that expression shall be deemed to refer to the actual knowledge of the Shareholder and Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Par Svalänge and Jan Oredsson, after reasonable inquiry):
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WITH RESPECT TO THE COMPANY. The Seller hereby represents and warrants to Buyer solely with respect to the Company, as follows:
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WITH RESPECT TO THE COMPANY. Upon reasonable notice, the Company shall afford SUBJECT BANK, and its officers, employees, counsel, accountants and other authorized representatives, access, during normal business hours throughout the period prior to the date of the meeting of shareholders of the Company held to vote (or written consent voting) upon the transactions contemplated by this Agreement, to such information regarding the Company and its subsidiaries as shall be reasonably necessary for SUBJECT BANK to fulfill its obligations pursuant to this Agreement to prepare the Joint Proxy Statement-Prospectus. In addition to the foregoing, the Company shall, within a reasonable period of time prior to the Closing, afford SUBJECT BANK and its officers, employees, counsel, accountants and other authorized representatives, such access as is reasonably necessary to confirm that the representations and warranties of the Company made herein are true and correct in all material respects. Notwithstanding the foregoing, in its discretion, the Company may limit or exclude the provision of and access to information relating to any actual or proposed acquisition or business combination by the Company that is unrelated to the Merger. The Company shall furnish promptly to SUBJECT BANK a copy of each application, report, schedule, correspondence and other document filed by the Company with or received by the Company from any Governmental Entity in connection with the transactions contemplated hereunder, and the Company agrees to notify SUBJECT BANK by telephone within 24 hours of receipt of any adverse oral communication from any Governmental Entity regarding the outcome of any regulatory applications required in connection with the Merger. Neither the Company nor any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or would contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. No investigation pursuant to this Section 4.3.2 by SUBJECT BANK shall affect of be deemed to modify or waive any representation or warranty made herein by the Company or the conditions to the obligation of S...
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WITH RESPECT TO THE COMPANY. The Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(e) will be the sole and exclusive remedy of the Company, the Company Stockholders and their respective Affiliates against (A) Parent, Merger Sub and each of their respective Affiliates; and (B) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Sub and each of their respective Affiliates (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) in respect of this Agreement and the Merger, including the failure of Parent to obtain the Financing, any breach or default under Section 6.4 or its failure to consummate the Merger and effect the Closing, and upon payment of such amount, none of the Parent Related Parties will have any further liability or obligation (monetary or otherwise) to the Company, the Company Stockholders or any of their respective Affiliates relating to or arising out of this Agreement or the Merger (except that the Parties (or their Affiliates) will remain obligated with respect to, and the Parties may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) and Section 8.3(d), as applicable).
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WITH RESPECT TO THE COMPANY. (1) It is a statutory trust organized, existing and in good standing under the laws of the State of Delaware;
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Related to WITH RESPECT TO THE COMPANY

  • Duties with Respect to the Issuer (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer shall perform such calculations and shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state and federal tax and securities laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer.

  • Payments and Credits with Respect to the Cash Accounts The Custodian shall make payments from or deposits to any of the cash accounts in the course of carrying out its administrative duties, including but not limited to income collection with respect to Investments, and otherwise in accordance with Instructions. The Custodian and its Sub-custodians shall be required to credit amounts to the cash accounts only when moneys are actually received in cleared funds in accordance with banking practice in the country and currency of deposit. Any credit made to any Principal or Agency Account or any other Fund account before actual receipt of cleared funds shall be provisional and may be reversed by the Custodian or its Sub-custodian in the event such payment is not actually collected. Unless otherwise specifically agreed in writing by the Custodian or any Sub-custodian, all deposits shall be payable only at the branch of the Custodian or Sub-custodian where the deposit is made or carried.

  • Liability with Respect to Accounts Anything herein to the contrary notwithstanding, each of the Obligors shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account. Neither the Administrative Agent nor any holder of Secured Obligations shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any holder of Secured Obligations of any payment relating to such Account pursuant hereto, nor shall the Administrative Agent or any holder of Secured Obligations be obligated in any manner to perform any of the obligations of an Obligor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

  • Amendments, Etc. With Respect to the Obligations Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Purchasers may be rescinded by the Purchasers and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Purchasers, and the Purchase Agreement and the other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Purchasers may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Purchasers for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Purchasers shall have no obligation to protect, secure, perfect or insure any Lien at any time held by them as security for the Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

  • Duties of Custodian With Respect to the Books of Account and Calculation of Net Asset Value and Net Income..........................................................................................15

  • Agreement Subject to the Plan This Agreement is subject to the provisions of the Plan and shall be interpreted in accordance therewith. The Holder hereby acknowledges receipt of a copy of the Plan.

  • Subject to the Plan The Option evidenced by this Agreement and the exercise thereof are subject to the terms and conditions of the Plan, which is incorporated by reference and made a part hereof, but the terms of the Plan shall not be considered an enlargement of any rights or benefits under this Agreement. In addition, the Option is subject to any rules and regulations promulgated by the Committee.

  • Duties with Respect to the Issuer Documents The Administrator shall perform all of its duties as Administrator specifically enumerated herein and in the Issuer Documents and the duties and obligations of the Issuer and the Owner Trustee (in its capacity as owner trustee under the Trust Agreement) under the Issuer Documents and no additional duties shall be read to be included herein; provided, however, except as otherwise provided in the Issuer Documents, that the Administrator shall have no obligation to make any payment required to be made by the Issuer under any Issuer Document; provided, further, that the Administrator shall have no obligation, and the Owner Trustee shall be required to fully perform its duties, with respect to the obligations of the Owner Trustee under Sections 11.9, 11.13, 11.14 and 11.15 of the Trust Agreement and to otherwise comply with the requirements of the Owner Trustee pursuant to or related to Regulation AB. In addition, the Administrator shall consult with the Issuer and the Owner Trustee regarding its duties and obligations under the Issuer Documents. The Administrator shall monitor the performance of the Issuer and the Owner Trustee and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer’s and the Owner Trustee’s duties and obligations under the Issuer Documents. The Administrator shall perform such calculations, and shall prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuer and the Owner Trustee (in its capacity as owner trustee) to prepare, file or deliver pursuant to the Issuer Documents. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer and the Owner Trustee (in its capacity as owner trustee) to take pursuant to the Issuer Documents, and shall prepare, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Issuer Documents or otherwise by law.

  • Registration Rights With Respect to the Securities (a) The Company agrees that it will prepare and file with the Securities and Exchange Commission ("Commission"), within ten (10) Trading Days after the date on which the staff of the Commission advises the Company that the staff has no further comments on the Form 10-SB, a registration statement (on Form SB-2 or S-1, or such other form as the Company may reasonably deem appropriate) under the Securities Act (the "Registration Statement"), at the sole expense of the Company (except as provided in Section 3(c) hereof), in respect of the Investors, so as to permit a public offering and resale of the Securities under the Act by the Investors as selling stockholders and not as underwriters. The Company shall use its best efforts to cause such Registration Statement to become effective within ninety (90) days from the required filing date, or, if earlier, within five (5) days of SEC clearance to request acceleration of effectiveness, but in any event no later than February 1, 2000. The number of shares designated in the Registration Statement to be registered shall include all the Warrant Shares, at least 200% of the shares issuable upon conversion of the Convertible Debenture assuming the Conversion Price were based upon the Market Price at the time of filing, and such number of shares as the Company deems prudent for the purpose of issuing shares of Common Stock as dividends on the Convertible Debenture, and shall include appropriate language regarding reliance upon Rule 416 to the extent permitted by the Commission. The Company will notify the Investors of the effectiveness of the Registration Statement within one Trading Day of such event. In the event that the number of shares so registered shall prove to be insufficient to register the resale of all of the Securities, then the Company shall be obligated to file, within thirty (30) days of notice from any Investor, a further Registration Statement registering such remaining shares and shall use diligent best efforts to prosecute such additional Registration Statement to effectiveness within ninety (90) days of the date of such notice.

  • Securities Subject to This Agreement The securities entitled to the benefits of this Agreement are the Registrable Securities.

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