Management Representation Letter Sample Clauses

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Management Representation Letter. Concurrently with the signing of this Agreement the Purchaser will be provided a management representation letter in form and substance set out in Annex A hereto.
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Management Representation Letter. At the time this Agreement is executed, the Representative shall have received a letter signed by the President of the Company, relating to certain information contained in the Registration Statement, addressed to the Representative and in form and substance satisfactory in all respects to the Representative, dated as of the date of this Agreement.
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Management Representation Letter. Commencing on the date hereof and with respect to all periods occurring during the Term, within twenty five (25) days after the end of each calendar quarter during the Term, Service Provider shall deliver to Purchaser a completed quarterly management representation letter signed by an authorized officer of Service Provider specified in Schedule 5.5.1 to Purchaser’s Chief Accounting Officer, in the form attached as Schedule 5.5.1 hereto or in such other form as Purchaser may reasonably request on accounting, reporting, internal controls and disclosure issues relating to the Services in support of the management representation letter to be issued by Purchaser to its independent accountants. For the avoidance of doubt, such reporting obligation shall survive the expiration or termination of the Term, after which Service Provider shall deliver such letter with respect to the final quarter in which such termination or expiration occurs.
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Management Representation Letter. On the date of this Agreement, the Chief Financial Officer shall have furnished to the Representatives a certificate, dated the date hereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, with respect to certain financial data contained in the Preliminary Prospectus and the Prospectus, providing “management comfort” with respect to such information to the extent KPMG LLP is unable to provide such comfort, in the form set forth in Annex E hereto.
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Management Representation Letter. In connection with Ernst & Young’s audit under United States generally accepted accounting principles (“US GAAP”) of the Company’s financial statements for the two years ended December 31, 2003, each of the Management Sellers agrees to sign a management representation letter in a form that is standard for audits for similar companies conducted under US GAAP.
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Management Representation Letter. At the time of the execution of this Agreement and at the Closing Time, the Underwriter shall have received from the Chief Financial Officer of the Company a letter with respect to certain financial data contained in the Registration Statement, the General Disclosure Package and the Prospectus, dated at the time of the execution of this Agreement and at the Closing Time, respectively, in form and substance satisfactory to the Underwriter and to the effect set forth in Exhibit B hereto, together with signed or reproduced copies of such letter for the Underwriter, and to such further effect as counsel to the Underwriter may reasonably request.
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Management Representation Letter. The Company shall have furnished to the Initial Purchaser a certificate, dated the date hereof, of its Chief Financial Officer with respect to certain financial data contained in the Preliminary Offering Memorandum and the Offering Memorandum, providing “management comfort” with respect to such information to the extent Ernst & Young LLP is unable to provide such comfort, in the form set forth in Annex G hereto.
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Management Representation Letter. Upon Buyer’s request, execute and deliver to Buyer or as Buyer directs, a management representation letter, in such terms as Buyer or its auditors reasonably request, in connection with an audit of the Property and Business.
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Management Representation Letter. On the date of this Agreement and on the Closing Date, the principal accounting officer of the Company shall have furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, with respect to certain financial data contained in the Preliminary Prospectus and the Prospectus, providing “management comfort” with respect to such information to the extent KPMG LLP is unable to provide such comfort, in the form set forth in Annex E hereto.
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Related to Management Representation Letter

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

  • Tax Representation Letters (a) The Company Parties shall (i) use their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions of counsel referred to in Section 8.2(d) and Section 8.3(e), (ii) deliver to B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP, counsel to the Company, and L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel to Parent, respectively, a tax representation letter, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4) and signed by an officer of the Company Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP and L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, respectively, to render the opinions described in Section 8.2(d) and Section 8.3(d), respectively, on the date of the Company Merger Effective Time (and, if required, on the effective date of the Form S-4) and (iii) deliver to L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel to Parent, and B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP, counsel to the Company, respectively, tax representation letters, dated as of the effective date of the Form S-4 and the date of the Company Merger Effective Time, respectively, and signed by an officer of the Company Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectively, as described in Section 8.2(e), and B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectively, as described in Section 8.3(e). (b) The Parent Parties shall (i) use their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions of counsel referred to in Section 8.2(e) and Section 8.3(d), (ii) deliver to L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel to Parent, a tax representation letter, dated as of the date of the Company Merger Effective Time (and, if required, as of the effective date of the Form S-4) and signed by an officer of the Parent Parties, containing customary representations of the Parent Parties as shall be reasonably necessary or appropriate to enable L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP to render the opinion described in Section 8.3(d) on the date of the Company Merger Effective Time (and, if required, on the effective date of the Form S-4), and (iii) deliver to B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP, counsel to the Company, and L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel to Parent, respectively, tax representation letters, dated as of the effective date of the Form S-4 and the date of the Company Merger Effective Time, respectively, and signed by an officer of the Parent Parties, containing representations of the Parent Parties as shall be reasonably necessary or appropriate to enable L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, as described in Section 8.2(e), and B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, as described in Section 8.3(e).

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. (ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. (iii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. (iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. (v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities. (vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (vii) The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. (viii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities. (ix) The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.

  • Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

  • Scope of Representation The scope of representation shall be limited to matters relating to wages, hours of employment and other terms and conditions of employment as defined under the Education Employment Relations Act.