Company Warranties and Representations. The Company hereby makes the following representations and warranties to the Lender:
Company Warranties and Representations. COMPANY represents and warrants the following:
9.2.1 COMPANY is a corporation duly organized, validly existing and in good standing under the laws of Delaware.
9.2.2 COMPANY has all requisite power and authority to enter into this Agreement. The Person signing this Agreement has the necessary corporate authority to legally bind COMPANY to the terms set forth herein.
9.2.3 COMPANY’s execution of this Agreement and performance of the terms set forth herein will not cause COMPANY to be in conflict with or constitute a breach of its organizational documents nor any other agreement, court order, consent decree or other arrangement, whether written or oral, by which it is bound.
9.2.4 To COMPANY’s knowledge and belief, there are no suits, actions, claims, proceedings, or investigations pending or threatened by or before any court, by any Person relating to Product and matters set forth herein.
9.2.5 COMPANY’s execution of this Agreement and performance hereunder are in, and will be in, compliance with any Applicable Law in all material respects.
9.2.6 This Agreement is a legal, valid and binding obligation, enforceable against COMPANY in accordance with the terms and conditions hereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies.
9.2.7 COMPANY shall bear sole responsibility for all material supplied by COMPANY to DPT, including the pre-approved material and the validity of all test methods and appropriateness of all Specifications. In addition, COMPANY shall bear sole responsibility for all regulatory approvals, filings, and registrations and adequacy of all validation, stability, and preservative efficacy studies. COMPANY further warrants that it has obtained (or will obtain before required by Applicable Law) any and all necessary approvals from all applicable Regulatory Authorities necessary to manufacture and distribute all Product under this Agreement.
9.2.8 As of the Effective Date, there are no claims, judgments or settlements against or owed by COMPANY or its Affiliates, or pending or threatened claims or litigation, relating to API, Products, Packaging and Labeling or any Company-supplied materials.
9.2.9 COMPANY will provide DPT with prompt written notice if any of the representations and warranties in this Section 9.2 become untrue.
Company Warranties and Representations. The Company hereby represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying upon the following representations and warranties in connection with its subscription for the Purchased Securities and, if applicable, the Debenture:
1. The Company is a corporation duly amalgamated and organized and validly existing under the laws of the Province of Alberta, is duly qualified to carry on its business and is in good standing in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification, and has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease or operate its property and assets and to enter into, execute, deliver and perform its obligations under this Agreement. The Company is conducting business in compliance in all material respects with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on, and all licenses, registrations and qualifications of the Company are valid, subsisting and in good standing, except in respect of matters that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, and except for a failure to be so qualified or the absence of any such license, registration or qualification which does not and would not reasonably be expected to have a Material Adverse Effect on the Company;
Company Warranties and Representations. To induce you to enter into this Agreement and to purchase and pay for the Notes to be delivered to you at the Closing, the Company makes the following warranties and representations, effective as of the date of the Company's execution of this Agreement and as of the Closing Date:
Company Warranties and Representations. The Company warrants and represents that:
1. It is a Delaware corporation duly organized and validly existing and in good standing under the laws of the State of Maryland with all requisite corporate power and authority (a) to carry on its business as now conducted, (b) to enter into this Agreement, (c) to issue the Debentures, (d) to issue its common stock upon conversion of the Debentures, (e) to redeem its Debentures, and (f) to perform all of its obligations under this Agreement.
2. It has duly authorized and reserved for issuance the required number of shares of its common stock issuable upon conversion of the Debentures.
3. It has taken all board and shareholder actions required by the Company’s Bylaws to legally complete the sale of the Debentures and allow for the conversion or redemption thereof in accordance with the terms and conditions of this Agreement.
4. All other representations made herein or in the documents related to the issuance of the Debentures were correct when made and will be correct on the Issue Date.
Company Warranties and Representations. Company warrants and represents to Junior League as follows:
a) Company has the full right and legal authority to enter into and perform its obligations under this Agreement;
b) Company has duly authorized the execution and delivery of this Agreement, and such execution and delivery and the performance by Company of its obligations hereunder does not and will not violate or cause breach of any other agreements or obligations to which it is a Party or by which it is bound, and no approval or other action by any governmental authority or agency is required in connection herewith.
Company Warranties and Representations. The Company hereby represents and warrants to the Successor Trustee that:
(a) This Agreement has been duly and validly authorized, executed, and delivered by the Company; and
(b) The Company is unaware of any "Event of Default" (as defined in Section 5.01 of the Indenture). 6 TESTIMONIUM
Company Warranties and Representations. Company warrants and represents to Prosperity that Company has the full power and authority to execute and deliver this DCC and Fines Amendment and to perform all its obligations under this Agreement and that the individual(s) executing this DCC and Fines Amendment on behalf of the Company has/have the full power and authority to bind the Company to this DCC and Fines Amendment.
Company Warranties and Representations. In connection with the proposed acquisition of the Stock, the Company hereby agrees, represents and warrants as follows:
(a) The Company is validly existing in good standing under the laws of its state of incorporation and has the requisite corporate power and authority to enter into this Agreement and to issue the Stock as contemplated hereby.
(b) This Agreement is a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(c) The issuance of the Stock satisfies all of the requirements of Section 4.01 of the License, including with respect to the amount of shares of Common Stock that the Company is obligated to issue to the University.
(d) Upon issuance of the Stock pursuant to this Agreement, the Stock will be free of any lien, charge or other encumbrance, other than any liens, charges or encumbrances created by or imposed by the University, and will be validly issued, fully paid and nonassessable.
(e) The issuance of the Stock does not violate (i) the Company’s Amended and Restated Certificate of Incorporation or Bylaws, (ii) any rights of preemption, first offer, first refusal, co-sale, registration, dividends or similar rights to which the Company is bound (collectively, “Equity Rights”), (iii) any material agreement by which the Company is bound, or (iv) any material provision of federal or state securities law, rule or regulation applicable to the Company.
Company Warranties and Representations. 5.1.1. Company warrants and represents that it has submitted the performance guarantee.
5.1.2. Company represents and warrants that it has the legal right and capacity to enter into this Agreement and the execution and delivery of this Agreement has been duly and validly authorized and no proceedings on part of any person are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
5.1.3. Company is legally entitled, validly existing and carrying on its business under the laws of Pakistan and complies with the eligibility criteria set out in the expression of interest.
5.1.4. Company warrants and represents that it will not undertake any conflicting activities, assignments, relationships.
5.1.5. Company warrants and represents that the Services are offered with a one (01) year warranty backed by OEM.
5.1.6. Company warrants and represents that it has the required professional skills, knowledge, expertise technical and financial resources required for the purposes of providing the Services and carrying out all related activities in relation to this Agreement.
5.1.7. The execution and performance of this Agreement does not constitute a violation of any applicable laws of Pakistan and/or any agreement/understandings to which any or each of the said Parties are bound by.
5.1.8. Company warrants and represents that there are no proceedings pending, or threatened,
(i) for its dissolution or bankruptcy or (ii) that could adversely affect the performance of its respective obligations under this Agreement or the transaction contemplated hereby.
5.1.9. Company warrants that it shall perform its obligations with all due diligence and efficiency and to the satisfaction of PSDF and shall exercise such skill and care in performance of the same in accordance with the best professional techniques, standards and practices in the training industry in engagements of similar scope, complexity and duration.
5.1.10. This Agreement and all documents to be executed by the Company and to be delivered to PSDF are/shall be duly authorized, registered, executed and delivered, and are/shall be legal, valid, and binding obligations of Company.
