The SPV and each Arrow Party that is a party hereto hereby represents and warrants to each of the other Parties that:
CERTAIN COMPANY REPRESENTATIONS. This Agreement has been duly authorized by all necessary action by the Company, and the Company’s execution, delivery and performance of this Agreement does not violate any other agreement or instrument to which it is currently a party. As of the date hereof, the Company has not granted registration rights to any holder of its securities except pursuant to this Agreement, the Existing Registration Rights Agreement that grants registration rights to certain Stockholders of the Company with respect to shares of common stock. The Company hereby agrees not to grant any registration rights that materially impair the registration rights granted to the Stockholders hereunder.
The Parties desire in this Agreement to make certain representations, warranties, covenants, and agreements in connection with, and establish certain conditions precedent to, the Merger.
BioSculpture, SRSG and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with the Merger, and the respective Parties will rely on such representations, warranties, covenants and agreements.
Representations. The Employee has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Employee understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.
Representations. Tenant guarantees, warrants and represents that # Tenant is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, # Tenant has and is duly qualified to do business in the state in which the Property is located, # Tenant has full corporate, partnership, trust, association or other appropriate power and authority to enter into this Lease and to perform all Tenant’s obligations hereunder, # each person (and all of the persons if more than one signs) signing this Lease on behalf of Tenant is duly and validly authorized to do so and # neither # the execution, delivery or performance of this Lease nor # the consummation of the transactions contemplated hereby will violate or conflict with any provision of documents or instruments under which Tenant is constituted or to which Tenant is a party. In addition, Tenant guarantees, warrants and represents that none of # it, # its affiliates or partners nor # to the best of its knowledge, its members, shareholders or other equity owners or any of their respective employees, officers, directors, representatives or agents is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or other similar governmental action.
Representations. Each Borrower hereby represents and warrants that:
Representations. The Executive agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. The Executive represents that Executive’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by the Executive in confidence or in trust prior to the Executive’s employment by the Company. The Executive has not entered into, and the Executive agrees the Executive will not enter into, any oral or written agreement in conflict herewith and the Executive’s employment by the Company and the Executive’s services to the Company will not violate the terms of any oral or written agreement to which the Executive is a party.
You hereby represent and warrant that you have not knowingly violated or caused the Company to violate any federal, state or local laws; and you acknowledge: # it is Company policy to encourage reporting internally any actual or potential violations of any federal, state or local laws by the Company; and # no one interfered with your ability to do so during your employment. You further represent you have had the opportunity to raise any safety concerns, safety complaints, or whistleblower activities against the Company, and no one has interfered with your opportunity to raise any safety concerns, safety complaints, or whistleblower activities during your employment.
Representations. OZ Africa represents that the signatory to this Agreement is duly authorized to do so.
Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by YourSpace, to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement. YourSpace shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement.
Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Company shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.
Certain Modifications. Until all of the Pari Passu Debt has been Paid in Full, neither any Pari Passu Creditor nor any Obligor shall, without the prior written consent of the Pari Passu Creditors, agree to any amendment, modification or supplement to any Pari Passu Note Document, except that the Pari Passu Creditors and the Obligors shall be permitted to amend or modify the Pari Passu Note Documents in accordance with the provisions of the Pari Passu Note Documents in effect as of the Effective Date to # extend the maturity date or the date of payment of any amount due by or any other Obligor thereunder, # decrease the rate of interest applicable to any of the A Debt, # waive any Obligor’s noncompliance with any term or provision thereof, and/or # amend any Pari Passu Agreement so long as such amendment is not more onerous or restrictive on any Obligor than provisions contained in such Pari Passu Note Document as in effect on the date of this Agreement, in each case without the prior written consent of Aegis; provided, that notwithstanding anything set forth in this Section 11(b) to the contrary, no action under the [foregoing clauses (3) and (4) of this Section 11(b)])] shall be permitted to be taken by any Pari Passu Creditor or any Obligor without the prior written consent of Aegis to the extent such action would # prohibit any Obligor from making any payment with respect to the Pari Passu Debt which is permitted under the terms of this Agreement or otherwise contravene any provision of this Agreement or # be reasonably likely to result in any material harm to any interest of a Pari Passu Creditor to be paid from the proceeds of the Collateral under this Agreement or any interest of a Pari Passu Creditor in the Pari Passu Debt owing to it by any Obligor under any Pari Passu Note Document. Each Pari Passu Creditor shall provide written notice to the remaining Pari Passu Creditors of any action taken pursuant to any of the [foregoing clauses (1) through (4) of this Section 11(b)] promptly, and in any event within three (3) Business Days thereof, including a reasonably detailed description of any such action taken and copies of any and all documentation amending, modifying or supplementing any Pari Passu Note Document executed by any Pari Passu Creditor and/or any Obligor.
Certain Covenants. shall default in the observance or performance of any covenant or agreement contained in # [Section 5.08(a), 5.09 or 5.10]0] or # Section 6.15 to the extent such default in respect of such Section 6.15 could reasonably be expected to result in a Material Adverse Effect or could reasonably be expected to result in a violation of any applicable Sanctions by, or liability to, a Lender or [[Administrative Agent:Organization]]; or
Certain References. References to you in any provision of this Agreement under circumstances where the provision should logically be construed to apply to your executors or administrators, or to the person or persons to whom all or any portion of the Units may be transferred by will or the laws of descent and distribution, will be deemed to include such person or persons.
Certain Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Lender to Borrower in connection with its agreeing to the Standstill.
Certain Definitions. For purposes of this Agreement:
Certain Affiliations. In the event that a Participant terminates his or her membership on the Board and becomes affiliated with a government agency, all amounts in such Participant’s Cash Account, shares equivalent to units in such Participant’s Stock Unit Account and Shares attributable to Restricted Stock Units that such Participant has elected to defer will be distributed to the Participant if such payment is necessary to avoid violation of any applicable federal, state, local or foreign ethics or conflict of interest law or if necessary to comply with an ethics agreement with the federal government.
Certain Fees. (A) No Defaulting shall be entitled to receive any Commitment Fee for any period during which that is a Defaulting (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting ).
Certain Pledges. Any may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such , including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such from any of its obligations hereunder or substitute any such pledgee or assignee for such as a party hereto.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.