Certain Representations, Warranties and Covenants of Borrower Sample Clauses

Certain Representations, Warranties and Covenants of Borrower. Xxxxxxxx represents, warrants, covenants and agrees as follows:

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Certain Representations, Warranties and Covenants of Borrower. Borrower hereby represents and warrants to Lender that the Loan Amount is sufficient capital for the expenditures itemized in the “Use of Funds” (Section 2.04) and that such funds will enable the Borrower to prepare operations and compliance protocols for the SEC and FINRA for an anticipated NYSE application up-listing procedure. Borrower further represents and warrants to Lender that Borrower: (i) is a corporation duly formed, validly existing and in good standing under the laws of Wyoming and is duly qualified to conduct business in each state where it conducts business, (ii) is not in default with respect to any court or governmental or arbitral order, (iii) is not in default under any other agreement to which it is a party, (iv) is solvent and is able to pay all of its costs and debts as they come due, (v) is in material compliance with all applicable laws and regulations, including, without limitation, all U.S. and state securities laws and regulations, and (vi) except as set forth on the attached Schedule A, is not subject to outstanding judgments or any litigation, nor is any such litigation threatened or pending. Borrower covenants and agrees that until all principal amounts advanced hereunder are fully repaid, and until all associated interest amounts are fully paid, Borrower shall not, without the express written consent of Lender: (a) sell or agree to sell all or substantially all of its assets or its business or permit Borrower to be merged or consolidated with any other entity; (b) permit any of its subsidiaries to sell or agree to sell all or substantially all of its respective assets or business or to be merged or consolidated with any other entity; (c) issue to any party any additional shares of capital stock or other equity or synthetic equity instruments (except pursuant to a presently existing contractual obligation to do so); (d) create any additional classes of capital stock; (e) consummate any stock split or reverse stock split in respect of any shares (common, preferred or otherwise) of Borrower’s capital stock; (f) issue any cash or non-cash dividends (including stock dividends ) on any shares of Borrower’s capital stock; (g) borrow any additional funds, or permit any subsidiary to do so; or (h) acquire, or enter into any agreement to acquire, or permit any subsidiary to acquire or to enter into any agreement to acquire, any controlling interest in any other business or company.

Related to Certain Representations, Warranties and Covenants of Borrower

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants, throughout the term of this Agreement and until all Obligations have been paid and performed in full:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants:
CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.
Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:
Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:
Representations, Warranties and Covenants of the Purchaser The Purchaser hereby represents and warrants to, and covenants for the benefit of, the Trust that:
Representations, Warranties and Covenants of the Holder The Holder represents and warrants to, and agrees with, the Company as follows:
Representations, Warranties and Covenants of Investor Investor hereby represents and warrants to and agrees with the Company as follows:
Representations, Warranties and Covenants of the Trust The Trust represents, warrants and covenants that: