Representations and Certain Covenants Clause Samples

Representations and Certain Covenants. (a) The Borrower hereby represents and warrants to the Bank that (i) this Note has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable in accordance with its terms, and (ii) for so long as any indebtedness evidenced hereby remains outstanding the Borrower's Chief Executive Office is as stated below or as otherwise stated in a subsequent written notice delivered to the Bank pursuant to the terms hereof. The Borrower hereby ratifies, confirms and reaffirms, without condition, all the terms and conditions of the Loan Agreement and agrees that it continues to be bound by the terms and conditions thereof. (b) The Borrower covenants and agrees that until all indebtedness evidenced hereby has been paid in full, the Borrower shall: (i) use the proceeds of the Line of Credit Advances only for the purpose specified to the Bank at or prior to the execution hereof; (ii) promptly notify the Bank in writing of any change in its Chief Executive Office or jurisdiction of formation; (iii) purchase and maintain policies of insurance (including flood insurance) to protect against such risks and casualties, and in such amounts, as shall be required by the Bank and/or applicable law, which policies shall (A) be in form and substance satisfactory to the Bank, (B) designate the Bank as loss payee and, at the Bank's option, as additional insured, and (C) be (or certificates evidencing same shall be) deposited with the Bank; and (iv) provide, upon request, financial or other information, documentation or certifications to the Bank (including balance sheets, income statements, accounts receivable and accounts payable agings), all in form and content satisfactory to the Bank. (c) The Borrower hereby authorizes the Bank, and the Bank shall have the continuing right, at its sole option and discretion, to: (i) do anything which the Borrower is required but fails to do hereunder, and in particular the Bank may, if the Borrower fails to do so, obtain and pay any premiums payable on any policy of insurance required to be obtained or maintained hereunder, and add any amounts paid under this Paragraph 7

Representations and Certain Covenants. (a) Each of Cytogen and Targon represents to Elan and EIS the following: (i) each of Cytogen and Targon is duly and validly existing in good standing in the jurisdiction of its incorporation and each other jurisdiction in which the conduct of its business requires such qualification, and each is in compliance in all material respects with all applicable laws, rules, regulations or orders relating to its business and assets; (ii) each of such entities has full corporate authority to execute and deliver this letter agreement and the Definitive Documents and to consummate the transactions contemplated hereby and thereby; this letter agreement has been duly executed and delivered and constitutes the legal and valid obligations of each of such entities and is enforceable against each in accordance with its terms; and the execution, delivery and performance of this letter agreement and the Definitive Documents and the transactions contemplated hereby and thereby will not violate or result in a default under or creation of a lien or encumbrance under Cytogen's or Targon's certificate of incorporation, by-laws or other organic documents, any material agreement or instrument binding upon or affecting them or their respective properties or assets or any applicable laws, rules, regulations or orders affecting them or their properties or assets; (iii) the financial statements of Cytogen (the

Representations and Certain Covenants. 1Site hereby represents: (i) that it has the legal authority to enter into this Agreement and participate in the Registry and (ii) that the terms of this Agreement do not conflict with and would not result in a breach under any agreement to which Site is a party that would have a material adverse effect on its ability to perform its obligations under this Agreement.