Further Representations and Agreements. Lessee represents, warrants and agrees as follows: (a) all representations and warranties of Lessee contained in the Master Lease are restated as of the Acceptance Date and are true and correct as of such date; (b) there has been no material adverse change in the operations, business, properties or condition (financial or otherwise) of Lessee or any Guarantor since November 16, 2015; (c) there exists no Default or Event of Default as of the Acceptance Date; and (d) the operation and maintenance of any Equipment in the ordinary course by Lessee do not require the entry into any software or other intellectual property rights agreement with any licensor or other person, except as disclosed to Lessor in writing prior to the Acceptance Date.
Further Representations and Agreements. Lessee represents, warrants and agrees as follows:
(a) All representations and warranties of Lessee contained in the Lease Agreement are restated as of the Acceptance Date and are true and correct as of such date.
(b) There has been no material adverse change in the operations, business, properties or condition (financial or otherwise) ("Material Adverse Change") of Lessee or any Guarantor since December 31, 2003. There is not pending against Lessee any litigation, proceeding, dispute or claim that may result in a Material Adverse Change as to Lessee or that may call into question or impair Lessee's legal or other ability to enter into and perform its obligations under this Lease.
(c) The operation and maintenance of any Unit in the ordinary course by Lessee do not require the entry into any software or other intellectual property rights agreement with any licensor or other person, except as disclosed to Lessor in writing prior to the Acceptance Date.
Further Representations and Agreements. The undersigned further agrees that the undersigned shall not, directly or indirectly:
(a) except pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the shares or any other equity securities of PRN now or hereafter owned by the undersigned (the "Shares") or any interest therein;
(b) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any Shares into any voting trust or enter into any voting agreement with respect to any Shares;
(c) take any action that would make any representation or warranty contained herein untrue or incorrect or have the effect of preventing or disabling the undersigned from performing my obligations under this Agreement.
Further Representations and Agreements. (a) In addition to the terms and conditions in Exhibit A, the Company further represents and agrees that (i) it is authorized to enter into this Agreement and to carry out the Offering contemplated hereunder and that this Agreement constitutes a legal, valid, and binding obligation of the Company, enforceable in accordance with its terms; (ii) the Company shall not issue any additional shares (other than shares pursuant to the exercise of warrants), options (other than pursuant to its existing stock option plan or successor plan covering no more securities than the existing plan), or warrants during the term of the Offering; (iii) the Company will, during the course of the Offering, provide Oppenheimer with all information and copies of documentation with respect to the Company's business, financial condition, and other matters as Oppenheimer may reasonably deem relevant, including copies of all documents sent to stockholders or filed with any federal authorities, and will make reasonably available to Oppenheimer, its auditors, counsel, and officers and directors to discuss with Oppenheimer any aspect of the Company or its business which Oppenheimer may reasonably deem relevant; and (iv) the Offering will not be marketed until the Company’s protocol for its next trial for Generx has been filed with the FDA.
(b) Placement Agent hereby represents, warrants and covenants to the Company the following: (i) the Placement Agent is, and will be during the term of this Agreement, a duly registered broker-dealer pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any applicable state statute and a member in good standing of the NASD; (ii) the Placement Agent is authorized to enter into this Agreement and to carry out the Offering contemplated hereunder and that this Agreement constitutes a legal, valid, and binding obligation of the Placement Agent, enforceable in accordance with its terms; and (iii) the Placement Agent shall not engage in any form of general solicitation or general advertising that is prohibited by Regulation D or any equivalent state securities laws in connection with the Offering, or take any action that might reasonably be expected to jeopardize the availability for the Offering of the exemption from registration provided by Rule 506 under Regulation D or any applicable state securities law exemption.
Further Representations and Agreements. Lessee represents, warrants and agrees as follows:
Further Representations and Agreements. Lessee represents, warrants and agrees as follows:
(a) All representations and warranties of Lessee contained in the Lease Agreement are restated as of the Acceptance Date and are true and correct as of such date except to the extent such representations and warranties relate to a specific date, in which case such representation and warranties were true and correct as of such date.
(b) There has been no material adverse change in the operations, business, properties or condition (financial or otherwise) (“Material Adverse Change”) of Lessee or any Guarantor since 3/31/2005. There is not pending against Lessee any litigation, proceeding, dispute or claim that, is reasonably likely to be adversely determined, the outcome of which would result in a Material Adverse Change as to Lessee or that may call into question or impair Lessee’s legal or other ability to enter into and perform its obligations under this Lease.
(c) The operation and maintenance of any Unit in the ordinary course by Lessee do not require the entry into any software or other intellectual property rights agreement with any licensor or other person, except as disclosed to Lessor in writing prior to the Acceptance Date.
Further Representations and Agreements. (a) Each party represents that this Agreement and the Confession of Judgment Documents are the result of arms' length negotiations between the parties and have been freely and voluntarily entered into by such party.
(b) Each party represents and warrants to each other party and acknowledges that, in the negotiating and preparing this Agreement and the Confession of Judgment Documents, and with respect to the advisability of entering into this Agreement and the Confession of Judgment Documents, such party has been represented by counsel and relied upon counsel of such party's own choosing.
(c) The parties represent that they have each read this Agreement and the Confession of Judgment Documents, and each is fully aware of and understands all of the terms and the legal consequences thereof.
(d) The parties represent that the execution, delivery and performance of this Agreement and the Confession of Judgment Documents by such party does not and will not violate any provision of any law, rule, regulation, order, writ, injunction, decree, determination or award presently in effect having applicability to such party.
(e) Each of the parties agrees to execute and deliver to each other party all necessary documents and to take such additional action as may be necessary or reasonably required to effectuate the terms, conditions, provisions, and intent of this Agreement.
(f) Each party executing this Agreement represents and warrants that such party has the legal capacity and/or has been duly authorized to execute this Agreement.
(g) All of the terms, conditions and provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to choice of law principles. Any disputes arising under this Agreement shall be resolved in the federal or state courts located in the County of Orange, State of California.
(h) If any term, condition or provision of this Agreement is held to be invalid, void or unenforceable, the remaining terms, conditions and provisions of this Agreement nevertheless shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
(i) This Agreement and all of its terms, conditions and provisions shall be binding upon and shall inure to the benefit of each of the parties and each of the parties' respective heirs, successors and assigns.
(j) This Agreement, together with the Note Documentation and Confession of Judgment Documents, contains th...
Further Representations and Agreements. RMH and the Debtors further represent and agree that:
(a) They have independently verified all facts and/or condition of facts which they have determined are necessary to their decision to enter into this Agreement, and they have not relied upon any representations, written or oral, express or implied, of any other person in verifying and satisfying themselves as to such facts and/or condition of facts.
(b) Each signatory hereto has full authority to execute this Agreement on behalf of the entities for which he or she has signed and to bind those entities to each and every term, condition and covenant of this Agreement.
(c) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one original.
Further Representations and Agreements. (a) In addition to the terms and conditions in Exhibit A, the Company further represents and agrees that (i) it is authorized to enter into this Agreement and to carry out the Offering contemplated hereunder and that this Agreement constitutes a legal, valid, and binding obligation of the Company, enforceable in accordance with its terms; (ii) the Company shall not issue any additional shares (other than shares pursuant to the exercise of warrants), options (other than pursuant to its existing stock option plan or successor plan covering no more securities than the existing plan), or warrants during the term of the Offering; and (iii) the Company will, during the course of the Offering, provide Oppenheimer with all information and copies of documentation with respect to the Company’s business, financial condition, and other matters as Oppenheimer may reasonably deem relevant, including copies of all documents sent to stockholders or filed with any federal authorities, and will make reasonably available to Oppenheimer, its auditors, counsel, and officers and directors to discuss with Oppenheimer any aspect of the Company or its business which Oppenheimer may reasonably deem relevant.
Further Representations and Agreements
