Representations and Warranties by the Corporation. The Corporation represents and warrants as follows:
(a) The Corporation is a corporation duly incorporated and in good standing under the laws of the State of New York, is duly qualified and authorized to engage in business as a public utility in the State of New York, has power to enter into, execute and deliver this Participation Agreement, the Tax Regulatory Agreement and the Corporation Note by proper corporate action and has duly authorized the execution and delivery by it of this Participation Agreement, the Tax Regulatory Agreement and the Corporation Note;
(b) The execution and delivery by the Corporation of this Participation Agreement, the Tax Regulatory Agreement and the Corporation Note and the consummation of the transactions herein contemplated do not conflict with or constitute a breach of or a default under the Corporation's Certificate of Incorporation, By-Laws or any indenture, mortgage, loan agreement or other contract or instrument to which the Corporation is a party or by which it is bound or, to the best of the Corporation's knowledge, any judgment, decree, order, statute, rule or regulation applicable to the Corporation;
(c) This Participation Agreement, the Tax Regulatory Agreement and the Corporation Note constitute valid and legally binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms, except as the right of indemnity hereunder may be limited by principles of public policy and except as enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other laws, judicial decisions or principles of equity relating to or affecting the enforcement of creditors' rights or contractual obligations generally (regardless of whether enforceability is considered in a proceeding in equity or at law);
(d) The issuance and delivery by the Corporation of the Corporation Note in the manner and for the purposes herein set forth have been duly authorized by the Public Service Commission of the State of New York;
(e) No additional authorizations for or approvals of the execution and delivery by the Corporation of this Participation Agreement, the Tax Regulatory Agreement and the Corporation Note need be obtained by the Corporation or if any such authorization or approval is necessary it has been obtained; and
(f) The representations of the Corporation set forth in the Tax Regulatory Agreement are hereby incorporated by reference as though fully set forth ...
Representations and Warranties by the Corporation. The Corporation represents, warrants and covenants with the Purchaser as follows:
(a) The Corporation has all necessary power and capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transaction contemplated hereby. This Agreement has been validly executed and delivered by the Corporation and constitutes the legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms. The execution and delivery of this Agreement by the Corporation do not and the performance of its obligations under this Agreement will not conflict with or result in any breach or constitute a default under any contracts to which the Corporation is a party or by which the Corporation or any property or asset of the Corporation is bound or affected.
(b) The Corporation has good title to the Stock and owns the Stock free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever (collectively, "Liens") other than restrictions on transfer imposed under the Securities Act of 1933, as amended (the "Securities Act"). Upon delivery thereof to the Purchaser, the Purchaser shall acquire good title to the Stock, free and clear of any Liens other than the restrictions set forth in this Agreement and under the Securities Act. The Stock is validly issued, fully paid and nonassessable. The Corporation is transferring the Stock to the Purchaser hereunder pursuant to a valid exemption from registration under the Securities Act.
Representations and Warranties by the Corporation. The Corporation represents and warrants to each of the other Parties as follows:
(a) it is incorporated, organized and subsisting under the laws of Canada and has the corporate power, authority and capacity to enter into and perform its obligations under this Agreement;
(b) the execution, delivery and performance of this Agreement by the Corporation has been duly authorized by all necessary corporate action and constitutes the valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the rights of creditors and others to the extent that equitable remedies are only available in the discretion of the court from which they are sought; and
(c) the execution, delivery and performance of this Agreement by the Corporation does not and shall not contravene the provisions of its Articles, By-Laws, constating documents or other organizational documents or the provisions of any indenture, agreement or other instrument to which it is a Party or by which it may be bound.
Representations and Warranties by the Corporation. The Corporation represents and warrants to the Subscriber that:
(a) The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority for the transactions contemplated by this Agreement.
(b) The authorized capital stock of the Corporation consists of 200,000,000 shares of Common Stock and 11,100,000 shares of preferred stock, par value $.01 per share. As of April 3, 1998, there were 53,455,101 shares of Common Stock outstanding and no shares of preferred stock outstanding.
(c) The Corporation has full power and authority to enter into this Agreement, and to issue and deliver the Shares and to incur and perform the obligations provided for herein, all of which have been duly authorized by all necessary corporate action. The execution and performance of this agreement does not, and the issuance of the Shares will not, violate any provision of any applicable law or the Restated Certificate of Incorporation or the By-Laws of the Corporation, or any agreement or instrument by which it is bound and will not result in the creation of any encumbrance or charge upon any of its assets. This Agreement constitutes the valid and legally binding obligation of the Corporation, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general equitable principles.
(d) The Shares when issued and delivered pursuant to this Agreement will be validly issued, fully paid and non-assessable.
Representations and Warranties by the Corporation. The Corporation represents and warrants to the Subscriber that:
(a) At the time of the Closing, the Corporation will own all of the issued and outstanding shares of stock of Xxxxxxx-Xxxxxx Holding Inc. ("Holding"); and none of the Corporation or Holding will have carried on any business or had any revenues or income. The Corporation will not have any liabilities of any nature whatsoever, except for (i) the expenses which it has paid or incurred in connection with its incorporation, organization and financing, and for legal and audit services and any other miscellaneous expenses incident to its pre-operating period; (ii) the transactions under the Other Subscription Agreements; and (iii) liability relating to the acquisition of Xxxxxxx-Xxxxxx.
(b) The Corporation has delivered to the Subscriber a copy of the confidential memorandum entitled "Executive Summary Concerning the Acquisition of the Entities Comprising the Xxxxxxx-Xxxxxx Group by MT Investors Inc. - September 1996" (the "Memorandum") and the Preliminary Prospectus, dated September 16, 1996, which forms a part of the Registration Statement on Form S-1 filed by MT Acquisition Corp. ("Acquisition") and Holding with the Securities and Exchange Commission with respect to the offering of the debt securities of Acquisition.
(c) The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority for the transactions contemplated by this Agreement.
(d) In addition to the shares of the Class A Stock, the Class B Stock and the Class C Stock being purchased pursuant to this Agreement and the Other Subscription Agreements, the only other shares of any class of stock of the Corporation which are and/or will be outstanding at the date of issuance of the Shares are 9,500 shares of the Class B Stock and 333,358 shares of the Class C Stock, all of which have been duly and validly issued for nominal consideration. All of the outstanding shares of the Class B Stock will be owned by AEA and its management employees and/or certain of its stockholders and Ciba-Geigy AG and all of the outstanding shares of the Class C Stock as of the date of issuance of the Shares will be owned by the subscriber under this Agreement and the Other Subscription Agreements, AEA, AEA stockholders and management employees of AEA or their associates.
(e) The Corporation has full power and authority to enter into this Agreement, and t...
Representations and Warranties by the Corporation. (a) The Corporation hereby represents and warrants that the Shares issuable hereunder (i) are duly authorized by the Corporation's certificate of incorporation, (ii) are duly authorized to be issued by the Corporation's board of directors, and (iii) when issued, sold and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free of preemptive rights, taxes, security interests or adverse claims.
(b) Assuming the accuracy of the representations and warranties contained in Section 6 hereof, the offer and sale of the Shares as contemplated hereby, is exempt from registration under the Securities Act and under applicable state securities and "blue sky" laws, as currently in effect.
Representations and Warranties by the Corporation. The Corporation represents and warrants to the Agent, as of the date of this Agreement and as of each Settlement Date, that:
Representations and Warranties by the Corporation. The Corporation represents and warrants to Burcon, as of the Effective Date, and acknowledges that Burcon is relying on such representations and warranties in entering into this Agreement, that:
(a) the Corporation is a corporation duly incorporated and validly existing under the laws of Canada;
(b) the Corporation has all necessary corporate power and authority to enter into this Agreement and to carry out its obligations under this Agreement, and the execution, performance and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Corporation;
(c) this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws, or general equitable principles, whether considered in an action at law or in equity;
(d) in the fulfillment of its obligations under this Agreement, the Corporation is not knowingly violating, infringing or misappropriating any rights, including any contract, statutory or intellectual property rights or any confidentiality rights of any Person;
(e) the Corporation has no knowledge of any existing or threatened litigation concerning the the Corporation Improvements; and
(f) the Corporation has the right to grant to Burcon the licenses contemplated in this Agreement.
Representations and Warranties by the Corporation. The Corporation hereby represents and warrants to the Agent and to the Lenders as follows and acknowledges that each of the Agent and the Lenders is relying on such representations and warranties in connection with its entering into this Agreement, the Lenders's purchase of the Debentures pursuant to this Agreement, and in entering into the other transactions contemplated by this Agreement:
Representations and Warranties by the Corporation. The Corporation ------------------------------------------------- hereby represents and warrants to Seller as of the date hereof and as of the Closing Date as follows:
(a) The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. The Corporation has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
(b) The execution and delivery by the Corporation of this Agreement and the performance by the Corporation of its obligations hereunder have been duly authorized by all requisite corporate action.
(c) This Agreement has been duly executed and delivered by the Corporation, and, subject to due execution by Seller, constitutes, the legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with the terms hereof, except as the same may be affected by bankruptcy, insolvency, moratorium and similar laws affecting the rights of creditors generally.
