Company Representation. Each Notice of Borrowing given by the Company shall constitute a representation by the Company as to the satisfaction in respect of such borrowing of the conditions referred to in Section 3.02(a).
Company Representation. Each of the Parties hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that XxXxxxxxx Will & Xxxxx LLP may serve as counsel to each and any of the Securityholders and their respective Affiliates (individually and collectively, the “Securityholder Group”), on the one hand, and the Company and its Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, XxXxxxxxx Will & Xxxxx LLP (or any successor) may serve as counsel to the Representative, the Securityholder Group (or any member of the Securityholder Group) or any director, member, partner, officer, employee or Affiliate of the Representative, the Company or the Securityholder Group (or any member of the Securityholder Group) in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of the Company and/or any of its Subsidiaries, and each of the Parties consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause its Affiliates to consent to and waive any conflict of interest arising from such representation. Buyer and Merger Sub further agree that, as to all communications among XxXxxxxxx Will & Xxxxx LLP, the Representative, the Company and/or any Securityholder in connection with the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence (and the right to waive or assert such privilege) belongs to the Representative and, if applicable, the Securityholders and may be controlled by the Representative and shall not pass to or be claimed by Buyer, Merger Sub, the Surviving Corporation or any of its Subsidiaries. The Parties agree that XxXxxxxxx Will & Xxxxx LLP shall not, without the consent of the Representative, be required to disclose to Buyer or the Surviving Corporation or any of its Subsidiaries, any advice given in connection with this Agreement and the transactions contemplated hereby.
Company Representation. (a) The Company agrees to furnish the Union with a list of names of supervisory personnel with whom the Union may have transactions in the administration of this agreement and will keep this list up to date.
(b) The Company agrees to meet with the Union representatives in joint management/Union consultation at reasonable intervals at the request of the Union or the Employer. Agendas for such meetings will be exchanged at least two weeks in advance of these meetings.
Company Representation. Company represents and warrants that it has no obligation which would prohibit it from entering into this Agreement or complying with its provisions and that it has the authority to enter into this Agreement.
Company Representation. The Company represents and warrants that it has obtained or will obtain any corporate approvals which are necessary for the Company to enter into and implement this Agreement.
Company Representation. The Company represents to the Holder that the Company is a corporation duly organized, validly existing, authorized to exercise all its corporate powers, rights and privileges, and in good standing in the State of Nevada and has the corporate power and corporate authority to own and operate its properties and to carry on its business as now conducted; all corporate action on the part of the Company, its officers, directors, and shareholders necessary for the authorization, execution, delivery, and performance of all obligations under this Note have been taken; this Note constitutes a legally binding and valid obligation of the Company enforceable in accordance with its terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance or other laws or court decisions relating to or affecting the rights of creditors generally, and such enforcement may be limited by equitable principles of general applicability.
Company Representation. 24.01 The Company agrees to furnish the Union with a list of names of supervisory personnel with whom the Union may have transactions in the administration of this Agreement, and will keep this list up to date.
Company Representation. Each Senior Noteholder hereby agrees and acknowledges that:
(a) Xxxx Xxxxx LLP (“Company Counsel”) has been retained as the Company’s general legal counsel by the Company in connection with the transactions contemplated by this Agreement, and in such capacity it has provided or will provide certain legal services to the Company and to the Manager.
(b) Company Counsel is not representing, and will not represent, the Senior Noteholders in connection with their purchase of Senior Notes or any dispute that may arise between the Senior Noteholders, on the one hand, and the Manager, the Company or the respective Affiliates, on the other (the “Company Legal Matters”).
(c) Each Senior Noteholder will, if it wishes counsel on a Company Legal Matter, retain its own independent counsel with respect thereto and, except as otherwise specifically provided by this Agreement, will pay all fees and expenses of such independent counsel.
Company Representation. Prior to the date hereof, the Company has not engaged in any business activities, conducted any operations or incurred any liabilities, in each case other than in connection with its formation or the transactions contemplated by the Purchase Agreement.
Company Representation. The Company represents and warrants that it has not, directly or indirectly, sold or offered, or attempted to offer or dispose of, any of the Bonds to or solicited any offers to buy any of the Bonds from, or otherwise approached or negotiated in respect thereof with, any person or persons other than the Purchaser.
