Company’s Representations and Covenants. (a) The Company has delivered true and complete copies of the Base Agreements and Required Storage and Transportation Arrangements and all amendments thereto to Xxxx.
(b) The Company shall in all material respects continue to perform its obligations under and comply with the terms of the Base Agreements and Required Storage and Transportation Arrangements.
(c) The Company shall maintain and pursue diligently all its material rights under the Base Agreements and Required Storage and Transportation Arrangements and take all reasonable steps to enforce its rights and any rights granted to the Company thereunder.
(d) The Company shall not modify, amend or waive rights arising under the Base Agreements or Required Storage and Transportation Arrangements without the prior written consent of Xxxx; provided, however, that if the Company provides Xxxx with notice, the 50 Company may make such modifications or amendments, including extensions or elections under any of the foregoing, that do not adversely affect Aron’s rights thereunder or otherwise interfere with Aron’s rights to use the Pipeline System and Included Third Party Storage Tanks subject thereto without the prior written consent of Xxxx.
(e) The Company shall not cause or permit any of the Crude Oil or Products held at the Included Locations to become subject to any liens or encumbrances.
(f) The Company represents and warrants that the Storage Facilities have been maintained, repaired, inspected and serviced in accordance with good and prudent industry standards and are in good working order and repair in all respects.
(g) In the case of any Bankruptcy with respect to the Company, and to the extent permitted by applicable law, the Company intends that (i) Aron’s right to liquidate, collect, net and set off rights and obligations under this Agreement and liquidate and terminate this Agreement shall not be stayed, avoided, or otherwise limited by the Bankruptcy Code, including sections 362(a), 547, 548 or 553 thereof; (ii) Xxxx shall be entitled to the rights, remedies and protections afforded by and under, among other sections, sections 362(b)(6), 362(b)(17), 362((b)(27), 362(o), 546(e), 546(g), 546(j), 548(d), 553, 556, 560, 561 and 562 of the Bankruptcy Code; and (iii) any cash, securities or other property provided as performance assurance, credit, support or collateral with respect to the transactions contemplated hereby shall constitute “margin payments” as defined in section 101(38) of the Bankrupt...
Company’s Representations and Covenants. Company hereby represents and warrants to the Purchaser as follows:
Company’s Representations and Covenants. The Company hereby represents, covenants and agrees:
(i) Each Warrant is, upon issuance, duly authorized and validly issued.
(ii) All Warrant Shares issuable upon the exercise of each Warrant pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be reasonably necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, free and clear of all taxes, liens and charges except for restrictions imposed by applicable federal and state securities laws.
(iii) The Company shall take commercially reasonable actions to help cause the Warrant Shares to be issued without violation by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares may be listed at the time of such exercise.
(iv) The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issuance or delivery of Warrant Shares upon exercise of each Warrant; provided, that the Company shall not be required to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the Warrant Shares to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.
Company’s Representations and Covenants. (a) The Company hereby represents and warrants to the Stockholder that (i) the documents described in Section 5.06(d) of the Purchase Agreement are true and complete in all material respects, and (ii) all of the Shares issued to the Stockholder shall, when so issued, be validly issued, fully paid for and nonassessable stock of the Company.
(b) The Company covenants and agrees to and with the Stockholder that it will indemnify Stockholder, and her successors, assigns, agents, affiliates, spouse and legal representatives (herein, collectively, the "Stockholder Group") against, and agrees to defend and hold them harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any action, suit or proceeding; herein, collectively, "Damages") incurred or suffered by the Buyer Group arising out of (i) any inaccuracy in or breach of or alleged breach of any agreement, representation or warranty of the Company contained in or made pursuant to this Agreement or any certificate or other writing pursuant hereto or in connection herewith, (ii) any failure by the Company to perform any of its obligations or covenants as set forth in this Agreement or any certificate or other writing delivered pursuant hereto or in connection herewith, or (iii) any of the obligations of Allenbach which were assumed xx x xxbsidiary of the Company pursuant to the Purchase Agreement. If any member of the Stockholder Group seeks indemnification under this Section 15, it shall give prompt notice to the Company of the assertion of any claim, or the commencement of any suit, action or proceeding with respect of which indemnity may be sought under this Section. The Company may, and at the request of the party claiming indemnification shall, participate in and control the defense of any third party suit, action or proceeding at its own expense. The Company shall not be liable under this Section 15 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder.
Company’s Representations and Covenants. The Company represents, warrants, and covenants to Holder as follows:
(a) The Company has been duly incorporated and is validly existing and in good standing under the laws of Bermuda, with full corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted, and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification.
(b) The Company has registered the outstanding shares of its Common Stock pursuant to Section 12 of the Securities Exchanges Act of 1934, as amended (the "Exchange Act'), is in full compliance with all reporting requirements of the Exchange Act, and the Common Stock is quoted on the Nasdaq Small Cap Market (trading symbol ABREF).
(c) The Company has furnished Holder with copies of its most recent Annual Report on Firm 10-K filed with the Securities and Exchange Commission (the "Commission") and all Forms 10-Q and 8-K filed thereafter, if any (collectively, the "Public Documents"). The Public Documents at the time of their filing did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(d) This Agreement has been duly authorized, validly executed and delivered on behalf of the Company and is the valid and binding agreement of the Company enforceable in accordance with its terms.
(e) Except for Castle Developments Limited through Xxxxxxx X. Xxxx, the Company has not employed any investment banker, broker, or finder or incurred any liability for any brokerage fees, commissions, or finder's fees in connection with the transactions contemplated by this Agreement.
Company’s Representations and Covenants. Section 6.01.
Company’s Representations and Covenants. The Company represents and warrants that to the best of its knowledge all Information will be true, accurate and complete and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Company further represents and warrants that any projections provided to us or contained in any materials prepared by the Company will have been prepared in good faith and will be based upon assumptions which, in light of the circumstances under which they are made, are reasonable. The Company acknowledges and agrees that, in rendering GS's services hereunder; GS will be using and relying on the Information. GS does not assume responsibility for the accuracy or the completeness of the Information or any other information regarding the Company. The Company also represents and warrants that it has not retained or caused to be retained and, during the Term, will not retain or xxxxxx to be retained any other financial advisor or advisor to assist the Company in the areas set forth herein, without the prior written consent of Advisor.
Company’s Representations and Covenants. The Company represents, warrants, and covenants to EIL as follows:
(a) The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted, and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to register or qualify is not reasonably anticipated to have a material adverse effect on the condition (financial or otherwise), business, properties, net worth or results of operations of INBC.
(b) INBC has registered shares of its Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is in full compliance with all reporting requirements of the Exchange Act, and the Common Stock is quoted on the Nasdaq SmallCap Market (trading symbol INBC).
(c) INBC has furnished EIL with copies of INBC's Prospectus dated December 5, 1996, its most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "Commission") and all Forms 10-Q and 8-K filed thereafter, if any (collectively, the "Public Documents"). The Public Documents at the time of their filing did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(d) This Agreement has been duly authorized, validly executed and delivered on behalf of INBC and is the valid and binding agreement of INBC enforceable in accordance with its terms.
(e) INBC has not employed any investment banker, broker, or finder or incurred any liability for any brokerage fees, commissions, or finder's fees in connection with the transactions contemplated by this Agreement.
Company’s Representations and Covenants. The Company represents, warrants and covenants as follows:
Company’s Representations and Covenants. The Company has delivered true and complete copies of the Base Agreements and Required Storage and Transportation Arrangements and all amendments thereto to Xxxx.
