決済及びサプライチェーンファイナンスの処理サービス
決済及びサプライチェーンファイナンスの処理サービス Sample Clauses
Related to 決済及びサプライチェーンファイナンスの処理サービス
No Admission Nothing contained in this Agreement will constitute or be treated as an admission by you or the Company of liability, any wrongdoing or any violation of law.
No Public Market The Purchaser understands that no public market now exists for the Shares, and that the Company has made no assurances that a public market will ever exist for the Shares.
No Admissions You understand and agree that the promises and payments in consideration of this Agreement shall not be construed to be an admission of any liability or obligation by the Company to you or to any other person, and that the Company makes no such admission.
No Material Change There has been no material adverse change in the business, operations, financial condition or assets of the Company since the date of the Company's most recent financial statements;
No Material Changes Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Good Faith The parties to this contract shall, in exercising their respective rights and complying with their respective obligations under this contract (including when conducting any discussions or negotiations arising out of the application of any provisions of this contract or exercising any discretion under them), at all times act in good faith.
Adequate Assurance (a) If, in the Transporter’s reasonable opinion, one or more events have occurred that have caused or will cause a material adverse change in the Shipper's financial standing or creditworthiness (or, if the Shipper's net financial obligations under this agreement have been fully guaranteed or otherwise secured, one or more events have occurred that in the Transporter’s reasonable opinion have caused or will cause a material adverse change in the financial standing or creditworthiness of the guarantor or other party providing such security (each a Guarantor)) in a matter and to an extent that materially and adversely affects the Shipper's ability to perform its financial or other obligations under this agreement, the Transporter may request in writing that the Shipper provide the Transporter with one of the following: (i) an irrevocable guarantee of the Shipper's financial performance under this agreement issued by an entity acceptable to the Transporter and in a form and substance reasonable satisfactory to the Transporter; (ii) a satisfactory irrevocable letter of credit in an amount equivalent to the Shipper's net financial obligations under this agreement, which letter of credit must be issued by a financial institution with a long term senior unsecured debt rating of at least A- by Standard & Poors, A3 by Xxxxx'x or B from Fitch ICBA (each a Letter of Credit Collateral); or (iii) other arrangements satisfactory to the Transporter, (each, an Adequate Assurance). (b) If the Shipper does not provide the Transporter with Adequate Assurance within 14 Days of the Transporter‘s request, the Transporter may suspend the performance of any and all of their obligations under this agreement until the Shipper has provided the requested Adequate Assurance. (c) The Transporter may hold the Adequate Assurance for as long as it has a reasonable good faith belief that the Shipper's ability to perform its financial or other obligations under this agreement is materially impaired.
Course Materials The adoption of any course materials, print or electronic, after a Course Agreement is signed will require an agreed and signed addendum.
Adequate Consideration The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment.
Adequate Information Such Company Stockholder is a sophisticated stockholder and has adequate information concerning the business and financial condition of Acquiror and the Company to make an informed decision regarding this Agreement and the Transactions and has independently and without reliance upon Acquiror or the Company and based on such information as such Company Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Company Stockholder acknowledges that Acquiror and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Such Company Stockholder acknowledges that the agreements contained herein with respect to the Subject Shares held by such Company Stockholder are irrevocable.
