Affirmation of Certain Representations and Warranties, Etc Sample Clauses

Affirmation of Certain Representations and Warranties, Etc. The Company hereby affirms to the Purchaser that all of the representations and warranties to, and covenants and agreements of, the Company set forth in Section 3 of Amendment No. 1 (other than (1) the representations, warranties, covenants and agreements set forth in Section 3.5 regarding the Form D, which the Company will not be filing with regard to the transactions contemplated by this Agreement, and regarding the Company’s registration obligations, as to which certain additional shares of Common Stock have previously been registered on the Second Registration Statement, and (2) Section 3.18 of Amendment No. 1) are true and correct, and are hereby made, as if given and made at the date hereof and as if each reference therein, directly or indirectly, to (1) the “Amended Note” (as defined in Amendment No. 1) were a reference to the Note as amended by this Agreement, (2) the “Amendment Transaction Documents” (as defined in Amendment No. 1) included a reference to this Agreement and (3) the “Agreement” (as defined in Amendment No. 1) were a reference to this Agreement; provided, however, that the share numbers in the representations and warranties set forth in Section 3.4 of Amendment No. 1 are as set forth in Schedule 3.1 hereto.
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Related to Affirmation of Certain Representations and Warranties, Etc

  • Certain Representations and Warranties of DST DST represents and warrants to the Fund that:

  • Certain Representations and Warranties of Fund Fund represents and warrants to Service Company that:

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Representations and Warranties by You You represent and warrant that:

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Certain Representations and Warranties of the Sub-Adviser (a) The Sub-Adviser represents and warrants that it is a duly registered investment adviser under the Advisers Act, is a duly registered investment adviser in any and all states of the United States in which the Sub-Adviser is required to be so registered and has obtained all necessary licenses and approvals in order to perform the services provided in this Agreement. The Sub-Adviser covenants to maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement.

  • Representations and Warranties by Company Company hereby represents and warrants to Holder that the statements in the following paragraphs of this Section 4(b) are true and correct as of the date hereof.

  • Certain Representations and Warranties Regarding the Collateral Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

  • Reliance on Representations and Warranties Subscriber understands the Units are being offered and sold to Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

  • Representations and Warranties of Holder Holder represents and warrants to the Company as follows:

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