Representations and Covenants of Company Sample Clauses
Representations and Covenants of Company. The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained:
(a) The Company is a limited liability company, organized and existing under the laws of the State of Delaware and authorized to transact business in the State of New York, is in good standing under the laws of the State of New York and the State of Delaware, and has full legal right, power and authority to execute, deliver and perform each of the Company Documents and the other documents contemplated thereby. Each of the Company Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Company.
(b) Neither the execution and delivery of any of the Company Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Company Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any law or ordinance of the State or any political subdivision thereof, the Company’s Organizational Documents, as amended, or any restriction or any agreement or instrument to which the Company is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Company under the terms of any such law, ordinance, Organizational Documents, as amended, restriction, agreement or instrument, except for Permitted Encumbrances.
(c) The Facility, the Project Work and the design, and operation of the Facility will conform with all applicable zoning, planning, building and Environmental Laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the Facility. Under penalty of perjury, the Company certifies that it is in substantial compliance with all local, state, and federal tax, worker protection and environmental laws, rules and regulations.
(d) Each of the Company Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.
(e) The Facility is and will continue to be a “project” as such quoted term is defined in the Act. The Company will not take any action, or fail to take any action, which action or failure to act would cause the Facility not to constit...
Representations and Covenants of Company. The Company represents and covenants that:
(a) It is a corporation duly organized and existing under and pursuant to the laws of the State of Delaware. The Company is qualified to do business in the State.
(b) It has full power and authority to execute, deliver and perform its obligations under this Agreement and the Tax Regulatory Agreement and to enter into and carry out the transactions contemplated by those documents; such execution, delivery and performance does not, and will not, violate any provision of law applicable to the Company or the Company’s articles of incorporation, code of regulations, bylaws or other corporate charter or similar instrument each as may be amended, and does not, and will not, conflict with or result in a default under any agreement or instrument to which the Company is a party or by which it is bound; this Agreement and the Tax Regulatory Agreement have, by proper action, been duly authorized, executed and delivered by the Company and all steps necessary have been taken to constitute this Agreement and the Tax Regulatory Agreement valid and binding obligations of the Company.
(c) Each of the Project Facilities was, at the time originally placed in service, a “pollution control facility” used in whole or in part to control, reduce, xxxxx or prevent, air, noise, water or general environmental pollution, and was designed to meet applicable federal, state and local requirements for the control of air or water pollution in effect at or about the time the Prior Bonds were issued. The Project Facilities were constructed, for no significant purpose other than the control of air or water pollution, and not principally designed to result in any increase in production or capacity, or in a material extension of the useful life of a manufacturing or production facility or a part thereof that is owned, operated or used by the Company.
(d) At the times of issuance of the Prior Bonds, and at the time of issuance of the Refunded Bonds and at all times subsequent thereto, the Company has complied with all applicable requirements of the Internal Revenue Code of 1954, as amended, the Internal Revenue Code of 1986, as amended, and all applicable regulations, rulings and successor laws necessary to ensure the continuing tax–exempt status of such Prior Bonds and of the Refunded Bonds.
(e) All of the proceeds of the Bonds will be used exclusively to retire the Refunded Bonds within 90 days of the date of issuance of the Bonds. None of the proceed...
Representations and Covenants of Company. The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained:
(a) The Company is a limited liability company, organized and existing under the laws of the State of New York, is in good standing under the laws of the State of New York and has full legal right, power and authority to execute, deliver and perform each of the Company Documents and the other documents contemplated thereby. Each of the Company Documents and the other documents contemplated thereby has been duly authorized, executed and delivered by the Company.
(b) Neither the execution and delivery of any of the Company Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Company Documents and the other documents contemplated thereby will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any law or ordinance of the State or any political subdivision thereof, the Company’s Organizational Documents, as amended, or any restriction or any agreement or instrument to which the Company is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Company under the terms of any such law, ordinance, Organizational Documents, as amended, restriction, agreement or instrument, except for Permitted Encumbrances.
(c) The Facility, the Project Work and the design, and operation of the Facility will conform with all applicable zoning, planning, building and Environmental Laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the Facility. Under penalty of perjury, the Company certifies that it is in substantial compliance with all local, state, and federal tax, worker protection and environmental laws, rules and regulations.
(d) Each of the Company Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.
(e) The Facility is and will continue to be a “project” as such quoted term is defined in the Act. The Company will not take any action, or fail to take any action, which action or failure to act would cause the Facility not to constitute a “project” as such quoted term is defined in the Act.
(f) The transactions contempl...
Representations and Covenants of Company. Company represents and warrants to, and covenants with, Executive as of the Execution Date as follows:
Representations and Covenants of Company. The Company represents and covenants that: (a) It is a corporation duly organized and existing under and pursuant to the laws of the State of Delaware. The Company is qualified to do business in the State.
Representations and Covenants of Company. (a) The Company hereby represents to the Holder as follows:
(i) The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Florida.
(ii) The Company has the corporate power and authority to execute and deliver this Warrant Agreement and to perform the terms hereof, including the issuance of shares of Common Stock issuable upon exercise hereof. The Company has taken all action necessary to authorize the execution, delivery and performance of this Warrant Agreement and the issuance of the Warrants and the shares of Common Stock issuable upon exercise hereof. This Warrant Agreement has been duly authorized and executed by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally.
(b) The Company covenants and agrees that all shares of Common Stock which may be issued upon the exercise of the Warrants will, upon issuance, be fully paid and nonassessable and free from all taxes, liens and charges (other than taxes in respect of any transfer occurring contemporaneously with such issuance).
(c) The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.
Representations and Covenants of Company. (a) The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to execute and deliver this Agreement and to perform the terms hereof, including the issuance of shares of Common Stock issuable upon exercise of the Warrant. The Company has taken all action necessary to authorize the execution, delivery and performance of this Agreement and the issuance of the shares of Common Stock issuable upon exercise of the Warrant. This Agreement has been duly authorized and executed and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally.
(b) The Company covenants and agrees that all shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
Representations and Covenants of Company. Company represents and covenants, as applicable, that:
8.1 It will comply with applicable laws, rules and regulations in the performance of its duties and this Agreement.
8.2 It shall furnish to Servicer all instructions, data and information in its possession as may be reasonably determined by Servicer to be required for Servicer to furnish the services.
8.3 To Company’s knowledge, Servicer’s use of any applicable software licenses of the Company for the performance of its duties hereunder will not violate any patent, trademark, copyright, or trade secret or other proprietary right of any person in a manner which is likely to result in any liability to either Company or Servicer. Both Company and Servicer hereby acknowledge that there are certain potential issues with various software licenses arising from the fact that Servicer, although still an affiliate of the Company, is no longer a majority-owned subsidiary. Both parties agree that: (i) no indemnification obligation shall attach to either party as a result of these issues; and (ii) they will cooperate in good faith with each other in the resolution of such issues with any applicable vendor in an effort to minimize liability for both parties.
Representations and Covenants of Company. Company hereby represents to and covenants with Xxxxx as follows:
a. All purchasing by Company of pharmaceutical goods under said national purchasing and supply agreements shall be in the name of Company, and Company shall be solely responsible for payment therefore.
b. Any purchase by Company under any such national purchase and supply agreement will be between Company and the respective contractor; Xxxxx does not make any warranty, express or implied, as to such pharmaceutical goods.
c. Company shall Indemnify and hold Xxxxx harmless from any liability brought against Xxxxx as a result of Company's action or inaction with respect to such national purchase and supply agreements.
Representations and Covenants of Company. 5 SECTION 2.3 Covenant with Owners. . . . . . . . . . . . . . .6