Representations and Warranties by Company. Company hereby represents and warrants to Holder that the statements in the following paragraphs of this Section 4(b) are true and correct as of the date hereof.
Representations and Warranties by Company. Company hereby represents and warrants to Holder as follows:
Representations and Warranties by Company. Except as disclosed in Exhibit 2 hereto, the Company represents and warrants to the Purchasers that:
Representations and Warranties by Company. The Company represents and warrants to the Purchasers that:
Representations and Warranties by Company. Company represents and warrants to XXXX that:
(i) Company was duly organized and is a validly existing corporation under the laws of the State of Wisconsin with adequate power and authority to conduct the business in which it is now engaged, and Company is duly qualified to do business as a foreign corporation and is in good standing in such other states or jurisdictions as is necessary to enable it to carry on its business.
(ii) There are no actions, suits, or proceedings pending or threatened against Company, its properties, or its patents in any court or before any governmental or administrative agency, which can have any material or adverse effect on the business as now conducted or on the properties, the financial condition, or income of Company, and Company is not in default under any order or judgment of any court or governmental or administrative agency.
(iii) Company is not a party to any agreement or instrument, or subject to any charter, bylaw, or other corporate restrictions materially or adversely affecting its business and operations, present or prospective, or its property, assets, or condition, financial or otherwise.
(iv) Company is not in default in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any bond, debenture, note, or other evidence of indebtedness or any contract or other agreement of Company.
(v) This Agreement has been duly authorized, executed and delivered on behalf of Company and constitutes the valid and binding agreement of Company, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency reorganization, fraudulent conveyance, moratorium or other laws of general application affecting enforcement of creditors’ rights, or general principles of equity that restrict the availability of equitable remedies, and Company has full power and lawful authority to issue, sell, and repurchase the Shares on the terms and conditions herein set forth.
(vi) Consummation of the transactions contemplated by this Agreement in compliance with provisions of this Agreement will not result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, or result in the creation of any lien, charge, or encumbrance on, any property or assets of Company pursuant to any indenture, mortgage, deed of trust, agreement, corporate charter, contract, or other instrument to which Company is a party or by which Company may be bo...
Representations and Warranties by Company. The Company makes the following representations and warranties as the basis for the undertakings on its part herein contained:
(a) Project Orange is a corporation, validly existing and in good standing under the laws of the State and authorized to do business in the State; has all requisite power to enter into this Agreement; and by proper action has been duly authorized to execute and deliver this Agreement.
(b) The agreements with the County with respect to the FILOT have been instrumental in inducing the Company to locate the Project within Greenville County and the State.
(c) Except as otherwise disclosed to the County, no actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the Company are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Agreement or which could, in any way, adversely affect the validity or enforceability of this Agreement.
(d) The income tax year of the Company, and accordingly the property tax year, for federal income tax purposes runs from July 1st through June 30th of each year.
(e) No event has occurred and no condition currently exists with respect to the Company, which would constitute a Default or an “Event of Default” as defined herein.
(f) The Company intends to operate the Project as corporate headquarters, and for such other purposes permitted under the Act as it may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act.
(g) The Company, together with any Company Affiliates, will use commercially reasonable efforts to meet, or cause to be met, the Investment Requirement.
Representations and Warranties by Company. The Company represents and warrants to Contractor that, as of the date of this Agreement:
Representations and Warranties by Company. Company hereby represents and warrants to Holder that the statements in the following paragraphs of this Section 4(b) are true and correct as of the date hereof
(i) Corporate Power. Company has all requisite legal and corporate power and authority to execute, issue and deliver this Warrant, to issue the Warrant Shares issuable upon exercise or conversion of this Warrant, and to carry out and perform its obligations under this Warrant.
Representations and Warranties by Company. Except as disclosed in the disclosure schedule attached as Schedule A (the "Disclosure Schedule"), and subject to the provisions of Section 13 hereof, the Company represents and warrants to Digi that:
Representations and Warranties by Company. As a material inducement to Bank's entry into this Agreement and the transactions contemplated hereby, Company represents and warrants to Bank as follows:
