Corporation Representations and Warranties. In connection with the issuance and sale by the Corporation to the Executive of the Restricted Stock, the Corporation represents and warrants that:
(i) it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, it has full corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action;
(ii) the Corporation has all requisite power and authority to execute and deliver this Agreement and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of this Agreement, and the transactions contemplated thereby. This Agreement has been duly authorized by all necessary action on the part of the Corporation, has been duly executed and delivered by the Corporation and constitutes the valid and legally binding obligation of the Corporation, enforceable in accordance with its terms and conditions, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;
(iii) the authorization, issuance, sale and delivery of the Restricted Stock, when issued in accordance with this Agreement, will be duly authorized by all requisite action of the Corporation’s Board of Directors. The Restricted Stock, when issued in accordance with this Agreement, will be validly issued and outstanding, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, free and clear of any liens and restrictions created by or through the Corporation whatsoever other than those contained in the Plan and this Agreement;
Corporation Representations and Warranties. The Corporation represents and warrants that, as of the date on which this Agreement is executed:
Corporation Representations and Warranties. The Corporation represents and warrants to with the Lender and the Servicer that:
(a) The Corporation shall make upon the Lender’s and the Servicer’s reasonable prior written request to conduct, with the Corporation’s supervised access during reasonable hours and under reasonable conditions, the review of the Corporation’s security policies, facilities and/or pertinent records.
(b) The Corporation shall throughout the term of this MRB Origination Agreement, use reasonable efforts to ensure that all Mortgage Loans originated hereunder satisfy all the requirements set forth in Section 4 hereof.
Corporation Representations and Warranties. The Corporation represents and warrants to each Seller as follows:
Corporation Representations and Warranties. The Corporation hereby represents and warrants to the City that each of the following is true and correct:
(a) The Corporation is duly organized and existing under the laws of the State of California.
(b) The Corporation has full legal right, power, and authority to enter into this 20 Supplement and to carry out and consummate all transactions contemplated by this 20 Supplement.
(c) By proper action, the Corporation has duly authorized the execution, delivery, and due performance of this 20 Supplement.
(d) The execution and delivery of this 20 Supplement and the consummation of the transactions herein contemplated do not and will not (i) violate any provision of any material law or any order of any court or other agency of government; (ii) be in conflict with, result in a material breach of, or constitute a default (with due notice or the passage of time or both) under any provision of any indenture, material agreement, or other instrument to which the Corporation is now a party or by which it or any of its material properties or assets is bound; or (iii) result in the creation or imposition of any prohibited lien, charge, or encumbrance of any nature whatsoever upon any of the properties or assets of the Corporation.
Corporation Representations and Warranties. Corporation represents and warrants or, as applicable, covenants as follows:
(a) The Corporation is a not-for-profit public benefit corporation and an instrumentality of the City, duly organized, validly existing and in good standing under the laws of the State of Kansas with full legal right, power and authority to execute, deliver and perform its obligations under this Agreement and to take any action pursuant to or described in this Agreement.
(b) The Corporation has duly authorized the execution, delivery of and performance by the Corporation of its obligations under this Agreement.
Corporation Representations and Warranties. The Corporation hereby represents and warrants to each Investor that:
Corporation Representations and Warranties. Corporation hereby represents and warrants to Paradigm Media Ventures, Inc, as follows:
Corporation Representations and Warranties. The Corporation represents and warrants to the Purchaser that (in each case, subject to the exceptions expressly noted in the Schedules attached hereto):
Corporation Representations and Warranties. The Corporation hereby acknowledges, represents, warrants, and agrees as follows:
(a) The Corporation is a corporation duly organized, validly existing and in good standing under the laws of Delaware, with all requisite power and authority to own, operate and conduct its business and to carry on its business in general and as presently conducted. The Corporation has the requisite power and authority to enter into and perform this Agreement and to issue the Shares. The execution, delivery and performance by the Corporation of this Agreement has been duly authorized by all necessary corporate action, and no further consent or authorization of the Corporation or its shareholders is required, except for those consents which have been obtained. The execution, delivery and performance of this Agreement by Corporation are within its power and authority, will not contravene or constitute a material default under any provision of its organizational documents, and will not result in any material breach of any term, condition or provision of, or constitute a material default under, any note, mortgage, indenture, contract, agreement, judgment or order;
(b) The authorized equity securities of the Corporation consist of those described in the capitalization table set forth on Schedule 4(b) attached hereto. Except as set forth in Schedule 4(b), there are no outstanding securities or other instruments convertible into or exchangeable for equity interests or other voting securities or other equity or equity equivalents or other similar rights, or options for the same of the Corporation. Except as set forth in Schedule 4(b), there are no outstanding obligations of the Corporation to repurchase, redeem, or otherwise acquire nor to issue or transfer any equity interests, securities, options, equity, equity equivalents, interests or rights. None of the outstanding equity securities of the Corporation were issued in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any other laws, and all such outstanding securities of the Corporation are validly issued, fully paid and nonassessable. Upon issuance and delivery of the Shares in accordance with this Agreement, the Shares will be duly authorized, validly issued, fully paid and nonassessable;
(c) The Corporation is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and has filed all required reports under the Exchange Act;
(d) The issuance o...
