Condition of Company Sample Clauses
The 'Condition of Company' clause defines the required state or circumstances of the company at a specific point in time, often as a prerequisite for certain contractual obligations or transactions. This clause typically outlines standards regarding the company's financial health, legal compliance, or operational status, such as requiring that the company is solvent, in good standing, and not subject to undisclosed liabilities. Its core practical function is to ensure that the company meets agreed-upon criteria before proceeding, thereby protecting the other party from unforeseen risks or misrepresentations.
Condition of Company. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Company and any other Guarantor such information concerning the financial condition, business and operations of the Company and any such other Guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of the Company or any other Guarantor (such Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).
Condition of Company. Grantor represents and warrants to Secured Party that it has established adequate means of obtaining from the Company, on a continuing basis, financial and other information pertaining to the business, operations and condition (financial and otherwise) of the Company and its assets, and Grantor now is and hereafter will be completely familiar with the business, operations and condition (financial and otherwise) of the Company and its assets. Grantor hereby expressly waives and relinquishes any duty on the part of Secured Party to disclose to Grantor any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of the Company and its assets, whether now known or hereafter known by Secured Party during the life of this Agreement. With respect to any of the Obligations, Secured Party need not inquire into the powers of Company, or the officers or employees acting or purporting to act on its behalf, and all Obligations made or created in good faith reliance upon the professed exercise of such powers shall be secured hereby.
Condition of Company. Each of the Lenders shall have received a copy of, and shall be satisfied with, (i) the audited consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 1994, (ii) the most recent interim financial statements of the Company and its Subsidiaries and (iii) the pro forma financial statements of the Company and its Subsidiaries referred to in Section 8.02(b)(iii) and the report thereon addressed to the Lenders prepared by Price Waterhouse LLP.
Condition of Company. The Parent shall have determined, in its sole discretion, that as of the Closing Date, the business, operations, results of operations, condition, assets, prospects and liabilities of the Company and each of its subsidiaries are such that the acquisition of the Company pursuant to and in accordance with the terms of this Agreement is in the best interest of the Parent; provided that in making such determination the Parent shall not be subject to any requirement of reasonableness;
Condition of Company. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Company and any other guarantor of the Obligations such information concerning the financial condition, business and operations of the Company and any such other guarantor as such Guarantor requires, and that the LC Participants have no duty, and such Guarantor is not relying on the LC Participants at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of the Company or any other guarantor (each Guarantor waiving any duty on the part of the LC Participants to disclose such information and any defense relating to the failure to provide the same).
Condition of Company. The Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Company and any other guarantor such information concerning the financial condition, business and operations of the Company and any such other guarantor as the Guarantor requires, and that the Holders have no duty, and the Guarantor is not relying on the Holders at any time, to disclose to the Guarantor any information relating to the business, operations or financial condition of the Company or any other guarantor (the guarantor waiving any duty on the part of the Holders to disclose such information and any defense relating to the failure to provide the same).
Condition of Company. Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from Company and any other guarantor such information concerning the financial condition, business and operations of Company and any such other guarantor as Guarantor requires, and that Agent has no duty, and no Guarantor is relying on Agent at any time, to disclose to Guarantor any information relating to the business, operations or financial condition of Company or any other guarantor (Guarantor waiving any duty on the part of Agent to disclose such information and any defense relating to the failure to provide the same).
Condition of Company. Guarantor represents and warrants to Agent and each Purchaser that it has established adequate means of obtaining from Company, on a continuing basis, financial and other information pertaining to the businesses, operations and condition (financial and otherwise) of Company and its assets and properties. Guarantor hereby expressly waives and relinquishes any duty on the part of Agent or any Purchaser (should any such duty exist) to disclose to Guarantor any matter, fact or thing related to the business, operations or condition (financial or otherwise) of Company or its assets or properties, whether now known or hereafter known by Agent or any Purchaser during the life of this Guaranty. With respect to any of the Obligations, neither Agent nor any Purchaser need inquire into the powers of Company or agents acting or purporting to act on its behalf, and all Obligations made or created in good faith reliance upon the professed exercise of such powers shall be guaranteed hereby.
Condition of Company. Guarantor represents and warrants to Bank that: (a) this Guaranty is executed at Company's request; (b) Guarantor has established adequate
Condition of Company. The Guarantor is fully aware of the financial condition of the Company and is executing and delivering this Guaranty based solely upon the Guarantor's own independent investigation of all matters pertinent hereto, and is not relying in any manner upon any representation or statement of FHB. The Guarantor represents and warrants that the Guarantor is in a position to obtain and the Guarantor hereby assumes full responsibility for obtaining, any additional information concerning the Company's financial condition and any other matter pertinent hereto as the Guarantor may desire, and the Guarantor is not relying upon or expecting FHB to furnish to the Guarantor any information now or hereafter in FHB's possession concerning the same or any other matter. By executing this Guaranty, the Guarantor knowingly acknowledges and accepts the full range of risks encompassed within a contract of this type. The Guarantor shall have no right to require FHB to obtain or disclose any information with respect to the indebtedness under the Notes or the obligations of the Company under the Loan Documents, the financial condition or character of the Company, the Company's ability to pay such indebtedness or perform such obligations, the existence of any collateral or security for any or all of such indebtedness or such obligations, the existence or non-existence of any other guaranties of all or any part of such indebtedness or such obligations, or any action or non-action on the part of FHB, the Company, or any other person, or any other matter, fact or occurrence whatsoever.