Additional Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Owner that all of the statements in this Section 21.2 are true and correct as of the Execution Date (unless another date is expressly indicated) and will be true and correct as of the Effective Date and as of the Commercial Operation Date, but not as of any other date:
(a) Purchaser is duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business in each other jurisdiction where the failure to so qualify would have a Material Adverse Effect on Purchaser, and Purchaser has all requisite power and authority to conduct its business, own its properties, and to execute, deliver, and perform its obligations under this Agreement;
(b) Purchaser has all requisite corporate power and authority necessary to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and to consummate the transactions contemplated hereby, and this Agreement has been duly executed and delivered by Purchaser;
(c) Assuming due authorization, execution and delivery by Owner, this Agreement constitutes Purchaser’s legal, valid and binding obligation enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law);
(d) No legal proceeding is pending or, to its knowledge, threatened against Purchaser or any of its Affiliates that could have a Material Adverse Effect on Purchaser;
(e) No event with respect to Purchaser has occurred or is continuing that would constitute a Purchaser Default, and no Purchaser Default will occur as a result of Purchaser entering into or performing its obligations under this Agreement;
(f) The execution, delivery and performance of this Agreement by Purchaser does not and will not (i) violate any provisions of its certificate of incorporation or bylaws, or any Applicable Law; or (ii) violate, or result in any breach of, or constitute any default under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected;
(g) To the best of Purchaser’s knowledge, the Canadian Approvals constitute all of the Consents, notifications, waivers, orders, and filings that are necessary for TransÉnergie to commence constructi...
Additional Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller, and to Seller’s successors and assigns, as of the Effective Date, that:
(a) Purchaser is entitled to receive any payments and distributions to be made to it hereunder without the withholding of any tax and will furnish to Seller such forms, certifications, statements and other documents as Seller may request from time to time to evidence Purchaser’s exemption from the withholding of any tax imposed by any jurisdiction or to enable Seller to comply with any applicable laws or regulations relating thereto;
(b) without in any way diminishing the representations and warranties made by Seller in this Agreement, Seller has furnished Purchaser with such information as Purchaser has requested in connection with its investigation, and Purchaser is assuming all risk with respect to the sufficiency of such information;
(c) it is aware that the Purchase Price may differ both in kind and amount from any distributions ultimately made in connection with any plan of reorganization confirmed by the Bankruptcy Court in the Case; and
(d) either (i) no interest in the Transferred Rights is being acquired by or on behalf of an Entity that is, or at any time while the Transferred Rights are held thereby will be, one or more Benefit Plans or (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the purchase and holding of the Transferred Rights and the exercise of Purchaser’s rights thereunder.
Additional Representations and Warranties of Purchaser. Purchaser additionally represents and warrants to Seller, as of the date hereof, that:
Additional Representations and Warranties of Purchaser. Purchaser represents and warrants to the Company and to the Placement Agent that:
(a) Purchaser has received, has carefully read and understands the Company's Offering Memorandum accompanying this Note Purchase Agreement and specifically acknowledges and understands all risk factors and conflicts of interests disclosed therein;
(b) Purchaser has been furnished with all additional documents and information which Purchaser has requested;
(c) Purchaser has had the opportunity to ask questions of and received answers from the Company concerning the Company and the Note and to obtain any additional information necessary to verify the accuracy of the information furnished;
(d) Purchaser has relied only on the foregoing information and documents in determining to make this subscription;
(e) The Offering Memorandum and other information furnished by the Company do not constitute investment, accounting, legal or tax advice and Purchaser is relying on professional advisers for such advice;
(f) All documents, records and books pertaining to Purchaser's investment have been made available for inspection by Purchaser and by Purchaser's attorney, and/or Purchaser's accountant and/or Purchaser's representative, and the relevant books and records of the Company will be available upon reasonable notice, for inspection by investors during reasonable business hours at the Company's principal place of business;
(g) Purchaser and Purchaser's Representative (which advisors for all purposes herein do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of investing in the Company and of making an informed decision with respect to the Notes;
(h) Purchaser understands, acknowledges and agrees that the Company is relying solely upon the representations and warranties made herein in determining to sell Purchaser the Note;
(i) The Purchaser has not paid or given any commission or other remuneration in connection with the purchase of the Note. The Purchaser has not received any public media advertisements and has not been solicited by any form of mass mailing solicitation;
(j) The Purchaser understands the meaning and legal consequences of the foregoing representations and warranties. The Purchaser certifies that each of the foregoing representations and warranties is true and correct as of the date hereof and shall survive the execution her...
Additional Representations and Warranties of Purchaser. The Purchaser currently has available, and at the Closing will continue to have available, sufficient cash to enable it to pay the Purchase Price and all other amounts payable pursuant to the Asset Purchase Agreement or otherwise necessary to consummate the Transactions. Upon the consummation of the Transactions: (a) the Purchaser will not be insolvent; (b) the Purchaser will not be left with unreasonably small capital; (c) the Purchaser will not have incurred debts beyond its ability to pay such debts as they mature; and (d) the capital of the Purchaser will not be impaired.
Additional Representations and Warranties of Purchaser. 4.1.1 In addition to the mutual representations and warranties of Article 10, Purchaser represents and warrants that the following statements are true and correct, and acknowledges and confirms that Psygen is relying on such representations and warranties in connection with execution and delivery of this Agreement and in meeting the obligations set out in this Agreement:
(a) the execution of this Agreement and consummation of the transactions contemplated hereunder have been properly authorized by all necessary corporate action on the part of Purchaser;
(b) Purchaser has full right, power and authority to enter into this Agreement and to complete the transactions contemplated hereunder;
(c) to Purchaser’s knowledge and belief, there is no action or proceeding pending or threatened against it before any court, administrative body or other tribunal which would have an adverse material effect on its business or its ability to perform its obligations hereunder; DocuSign Envelope ID: 0F23BD65-74E1-46E2-BF16-8B99B1085EA8 Data of the following:
1. Identity of Drug Substance confirmed by:
a. melting point or differential scanning calorimetry
b. H1 nuclear magnetic resonance spectroscopy c. high-pressure liquid chromatography
Additional Representations and Warranties of Purchaser. Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Kansas, and has the corporate power and authority to carry on its business as it is now being conducted. The Articles of Incorporation and Bylaws of Purchaser, copies of which have been delivered to Seller, are complete and accurate, and the minute books of Purchaser, which will be delivered to Seller, contain a record which is complete and accurate in all material respects, of those meetings, and those corporate actions of the shareholders and Board of Directors of Purchaser. - Prior to the Closing Date, the aggregate number of shares which Purchaser is authorized to issue is 300,000,000 shares of common stock with no par value of which 3,025,297 shares of such common stock are currently issued and outstanding, fully paid and non-assessable. Purchaser has no outstanding options, warrants, or other rights to purchase or subscribe to or securities convertible into or exchangeable for any shares of capital stock. - Purchaser has delivered to Seller financial statements of Purchaser dated SELLER /S/ PURCHASER /S/ ESCROW AGENT /S/ PAGE 2 ------------ ------------ ------------ October 31, 1996, October 31, 1997, September 30, 1998 and will deliver immediately upon completion, audited financial statements dated October 31, 1998. All such financial statements, herein sometimes called "Purchaser Financial Statements," are complete and correct in all material respects and, together with the notes of these financial statements, present fairly the financial position and results of operations of Purchaser for the periods indicated. All financial statements of Purchaser are prepared in accordance with generally accepted accounting principles. - Since the dates of the Purchaser Financial Statements, there have not been any material adverse changes in the business or condition, financial or otherwise of Purchaser. Purchaser does not have any material liabilities or obligations, secured or unsecured. - There are no pending legal proceedings or regulatory proceedings involving Purchaser, and there are no legal proceedings or regulatory proceedings to the knowledge of Purchaser, threatened against Purchaser or affecting any of Purchaser's assets or properties. Purchaser is not in any material breach of violation of or default under any contract or instrument to which Purchaser is a party and no event has occurred with the lapse of time or action by a third party ...
Additional Representations and Warranties of Purchaser. Purchaser acknowledges that no U.S. federal or state agency has made any finding or determination as to the fairness of the terms of the transactions contemplated under the Transaction Documents (the “Transaction”). These Securities have not been recommended or endorsed by any U.S. federal or state securities commission or regulatory agency.
Additional Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller that the following statements contained in this Section 3.3 are true and correct as of the date of this Agreement and shall be true and correct on the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3.3):
Additional Representations and Warranties of Purchaser. Purchaser represents and warrants to Sellers that all of the statements contained in this Article V are true and complete as of the date of this Agreement (or, if made as of a specified date, as of such date), and will be true and complete as of the Closing Date as though made on the Closing Date. Each exception set forth in the disclosure schedule delivered by Purchaser to Sellers (the "Purchaser Disclosure Schedule") and each other response to this Agreement set forth in Purchaser Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific individual section of this Agreement.
