Company’s Representations, Warranties and Covenants. Company represents, warrants and covenants to NCPS as of the Effective Date and at all times during the Term, as follows:
8.1. Company is duly organized, validly existing and in good standing under the Laws of each jurisdiction in which Company is organized or conducts business.
8.2. Company has full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by Company and constitutes the legal, valid, binding and enforceable obligation of Company, enforceable against Company in accordance with its terms.
8.3. Company shall, and shall cause each Authorized Contributor to, be bound by and comply with this Agreement, as applicable to them. Company shall be liable for any breach of this Agreement, and any misuse or unauthorized use of the PPEX ATS or the PPEX Site, by it or any Authorized Contributor.
8.4. Each Trade shall be conducted in compliance with all Law. If the Company Securities are restricted or control securities, such Trade shall be conducted in reliance upon, in compliance with and pursuant to one or more applicable federal resale exemptions or safe harbors from registration, such as Section 4(a)(1) or Section 4(a)(7) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 144 or Rule 144A under the Securities Act, or the “Section 4(a)(1½) exemption”, as developed through case law and interpretation (each, a “Resale Exemption”). If not “covered securities” preempted by federal law, such Trade shall be conducted in reliance upon, in compliance with and pursuant to one or more applicable state “blue sky” resale exemptions or safe harbors from state registration. Such Trade shall be conducted in compliance with (or waiver of) all Transfer Restrictions. As required by Law or any Resale Exemption relied upon by the parties to a Trade, including, without limitation, taking into account whether seller is an “affiliate” as defined in Rule 405 of the Securities Act and if the Company Securities were issued pursuant to a qualified Regulation A offering (and the tier thereof), as applicable: (a) Company shall make available to buyer and seller all required information about Company and the Company Securities; (b) Company shall timely fulfill all ongoing SEC reporting and disclosure obligations applicable to Company or otherwise maintain adequate current public information, as well as complete any post-Trade filings; (c) any applicable seller holding period shall have been satisfied; (d) any applicable...
Company’s Representations, Warranties and Covenants. Company hereby represents and warrants as follows:
(A) Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and is qualified in each other jurisdiction where the failure to so qualify would have a material adverse effect upon the business or financial condition of Company. Company has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this PPA.
(B) The execution, delivery, and performance of its obligations under this PPA by Company have been duly authorized by all necessary corporate action, and do not and will not:
1. require any consent or approval of Company’s shareholders;
2. violate any Applicable Law, or violate any provision in any corporate documents of Company, the violation of which could have a material adverse effect on the ability of Company to perform its obligations under this PPA;
3. result in a breach or constitute a default under Company’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Company, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Company is a party or by which Company or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Company to perform its obligations under this PPA; or
4. result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this PPA) upon or with respect to any of the assets or properties of Company now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Company to perform its obligations under this PPA.
(C) This PPA is a valid and binding obligation of Company, subject to the contingencies identified in Article 6.
(D) The execution and performance of this PPA will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Company is a party or any judgment, order, or Applicable Laws that is applicable to Company.
(E) To the best knowledge of Company, and except for the URC approval(s) identified in Section 6.1, all approvals, authorizations, consents, or other action required by a...
Company’s Representations, Warranties and Covenants. 6.1 The Company represents and warrants to the Holders that the following will be true and correct through and including the Exercise Period:
6.1.1 The Company has taken all action necessary and appropriate to properly authorize, reserve, and issue those shares of Common Stock issuable to the Holders pursuant to this Warrant including an authorization of issuance and setting of Exercise Price.
6.1.2 The Common Stock deliverable on the exercise of the Purchase Rights represented hereby shall, when issued, be duly and validly issued, fully paid, and non-assessable, free and clear of all liens and encumbrances.
6.1.3 The Company has all requisite corporate power and corporate authority to issue this Warrant and to carry out and perform its obligations hereunder.
6.1.4 This Warrant is a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors or other laws affecting the enforcement of creditors’ rights generally, general principles of equity.
6.1.5 The offer, issuance and sale of this Warrant is, and the issuance of Common Stock upon exercise of this Warrant and the issuance of Common Stock upon conversion of the Common Stock will be exempt from the registration requirements of the Securities Act, and are exempt from the qualification requirements of any applicable state securities laws (the “Exemptions”).
6.1.6 The issuance of this Warrant and the Common Stock issuable upon the exercise hereof pursuant to the provisions of this Warrant will not violate any preemptive rights or rights of first refusal granted by the Company, and are or will be, as applicable, in compliance with all applicable federal and state securities laws, and will be free of any liens or encumbrances.
6.1.7 The execution and delivery of this Warrant and the consummation of the other transactions contemplated herein, the carrying on of the business as currently conducted by the Company and compliance with the terms and provisions of this Warrant will not conflict with or result in a breach of the terms and conditions of, or constitute any default under, the Articles of Incorporation or Bylaws of the Company, or of any provision of (a) any indebtedness of the Company, (b) any contract, covenant or instrument under which the Company is bound, including, without limitation, any equipment lease, or (c) any judgment, order, ruling, injunction or decree of any court or a...
Company’s Representations, Warranties and Covenants. The Company hereby represents and warrants and covenants to Stockholder that:
6.01. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company has all necessary corporate power to own, lease, use, and operate its properties and to carry on its business as now being conducted and presently proposed to be conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which its ownership or leasing of assets, or the conduct of its business, makes such qualification necessary.
6.02. The Company has the corporate power to execute, deliver, and perform its obligations under this Agreement. The Company has duly authorized the execution and delivery of this Agreement and the issuance and delivery of the Shares hereunder and, upon acceptance of Stockholder’s subscription by delivery of a duly executed copy hereof to Stockholder, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforcement may be limited by insolvency and similar laws affecting the enforcement of creditors’ rights generally and the effect of rules of law governing equitable remedies.
Company’s Representations, Warranties and Covenants. The Company represents and warrants to the Purchasers that:
(a) The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted.
(i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Transaction Documents, and to issue the Notes and Warrants in accordance with the terms hereof and thereof.
(ii) The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Notes and Warrants pursuant to this Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders.
(iii) The Transaction Documents have been duly and validly executed and delivered by the Company.
(iv) The Transaction Documents, and each of them, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.
(c) The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby will not conflict with or constitute a default under any agreement or instrument to which the Company is a party or under any organizational documents of the Company.
Company’s Representations, Warranties and Covenants. As of the Initial Closing and as of each Subsequent Closing, the Company makes the following representations, warranties and covenants to the Purchaser, each and all of which shall survive the execution and delivery of this Agreement and the Initial Closing and each Subsequent Closing hereunder:
Company’s Representations, Warranties and Covenants. The Company represents, warrants and covenants to the Licensor as follows:
A. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and to carry out the transactions which are contemplated herein.
B. The Company has full right, power and legal capacity to enter into this Agreement. The execution of this Agreement by the Company and its delivery to the Licensor, and the consummation of the transactions which are contemplated by this Agreement have been duly approved and authorized by all necessary action by its Board of Directors and no further authorization on the part of the Company for the performance and consummation by the Company of the transactions which are contemplated in this Agreement.
C. The performance of this Agreement shall not result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any property of the Company or cause an acceleration under any arrangement, agreement or other instrument to which the Company is a party or by which any of its assets is bound.
Company’s Representations, Warranties and Covenants. The Company hereby represents and warrants to each Purchaser, and covenants and agrees with each Purchaser, that:
Company’s Representations, Warranties and Covenants. Company agrees to and does hereby make the following representations, warranties and covenants, each of which is material and may be relied upon by Consultant in entering into and performing this Agreement, and each of which shall be true and correct on the date hereof:
(a) This Consulting Agreement constitutes a valid and binding agreement of Company in accordance with its terms.
(b) The execution and delivery of this Agreement and the performance by Company of its obligations hereunder does not and will not contravene or constitute a violation under any provision of any law, regulation, judgment, order, indenture, agreement, franchise, license or other instrument to which Company or any of its property is subject.
(c) Company agrees to defend, indemnify and hold Consultant harmless from and against any and all loss or damage, and to defend, indemnify and hold Consultant harmless from and against any and all claims, damages, expenses, or liabilities incurred by, or asserted against it, as a result of Consultant's performance of the services required hereunder or in the operation of the Business as long as Consultant is not grossly negligent in discharging his duties hereunder.
Company’s Representations, Warranties and Covenants. Except as disclosed on the Company’s filings with the SEC under the Securities Act of 1933 (the “1933 Act”) and the Securities Exchange Act of 1934 (the “1934 Act”), the Company represents and warrants to the Investor that:
