Company’s Representation. The Company represents and warrants that (i) it is free to enter into this Agreement and to perform each of the terms and covenants of it, (ii) it is not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement, (iii) its execution and performance of this Agreement is not a violation or breach of any other agreement between Executive and any other person or entity and (iv) this Agreement is a legal, valid and binding agreement of the Company, enforceable in accordance with its terms.
Company’s Representation. Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.
Company’s Representation. Company represents that the Financial Assets being placed in Custodian's custody are subject to the 1940 Act, as the same may be amended from time to time.
Company’s Representation. The Company hereby declares that it acknowledges the transfer of the Shares and undertakes to enter this transfer in the shareholders' register of the Company.
Company’s Representation. The Company hereby represents and warrants to Executive, the Company acknowledges that Executive has relied on such representations and warranties in entering into this Agreement, as follows:
(a) The Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement has been duly executed by the Company,
(b) The execution, delivery and performance of this Agreement by the Company does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject,
(c) Upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, and
(d) The Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance.
Company’s Representation. The Company represents and warrants to Executive that (i) it is duly incorporated and authorized to enter into this Agreement and (ii) upon execution this Agreement will be a lawful and binding obligation of the Company.
Company’s Representation. The Company hereby represents and warrants to the Purchaser as follows:
(a) The Company is duly organized and validly existing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
(b) The Company has the right and power to enter into and perform its obligations under this Agreement; has taken all necessary corporate actions required to enter into and perform its obligations under this Agreement; and this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms.
(c) The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of any of the terms or provisions of, or constitute a default under, any agreement, or other instrument to which the Company is a party or by which it is bound.
(d) All consents, approvals, authorizations and other requirements prescribed by any law, rule or regulation which must be obtained or satisfied by the Company in order to permit the consummation of the transactions contemplated by this Agreement have been, or will have been as of the Closing Date, obtained and satisfied.
(e) The authorized capitalization of the Company consists solely of 95,000,000 authorized shares of common stock, and 5,000,000 shares of preferred stock.
(f) The Shares have been duly and validly authorized and reserved for issuance and, when issued and delivered, will be duly and validly issued, fully paid and non-assessable and will be owned by the Purchaser, free and clear of liens, encumbrances, equities or claims.
(g) The Company’s latest audited financial statements as of and for the year ended December 31, 2005, and latest un-audited financial statements as of and for the year ended December 31, 2006 fairly represent the true financial position of the Company in all material respects and in conformity with generally accepted accounting principles applied on a consistent basis.
Company’s Representation. 10.1. The Company hereby declares that it acknowledges the transfer of the First Tranche Subject Shares and undertakes to enter the transfer of the First Tranche Subject Shares in the shareholders’ register of the Company.
Company’s Representation. For the purposes of the provisions of subsection 2 of Section 815 of the Commercial Code, the Parties represent that the amount of the Secured Obligations in favor of the Creditor amounts to the amount that the Parties estimate to this effect that shall not exceed the principal sum of US$1,200,000,000 as principal plus any interest thereon, and any other payments that may be due, as agreed upon in the Credit Facility Agreement, the Promissory Notes, and in the other Credit Agreements and the provisions set forth herein.
Company’s Representation. The Pledgor, duly represented as stated in the recitals hereof, hereby represents for the benefit of the Collateral Agent, acting on behalf of the Creditor, that it is the sole and exclusive owner of the Pledged Loan, which is free of any other encumbrances, liens and litigations, which are not subject to any other options (puts and calls), promises to sell, conditional sales, sales in installments, or to any other act or agreement that conveys, or is intended to convey title to the Pledged Loan or to pledge it as security for the fulfillment of any other obligations and that, to the date hereof, there are no impediments that may adversely affect the free disposition or creation of the pledge and the prohibitions evidenced herein.
