Representations and Warranties by Xxxxxxxx. Xxxxxxxx has the full power and authority to execute, deliver and perform this Agreement. This Agreement is binding and enforceable against Merchant and no provision requiring Xxxxxxxx’s performance is in conflict with its obligations under any agreement to which Merchant is a party. Merchant is duly organized, authorized and in good standing under the laws of the state, region or country of its organization and is duly authorized to do business in all other states, regions or countries/regions in which Merchant’s business operates.
Representations and Warranties by Xxxxxxxx. Each of Pledgors hereby, in respect of itself and Target Company in which it holds equity interest, represents and warrants to Pledgee as follows:
7.1 Each Individual Pledgor is a PRC citizen with full capacity of disposition and has obtained due authorization to execute, deliver and perform this Agreement and can independently be a subject of actions; Focus Media Advertisement is a limited liability corporation duly incorporated and validly existing under PRC Law, has full right and authorization to execute and deliver this Agreement and other documents relating to the transaction as stipulated in this Agreement and to be executed by them. It also has full right and authorization to complete the transaction stipulated in this Agreement.
7.2 Target Company is a limited liability corporation duly incorporated and validly existing under PRC Law, it has independent status as a legal person; it has full and independent legal status and capacity to execute, deliver and perform this Agreement and can independently be a subject of actions. It has full right and Equity Pledge Agreement050408 authorization to execute and deliver this Agreement and other documents relating to the transaction as stipulated in this Agreement and to be executed by them. It also has full right and authorization to complete the transaction stipulated in this Agreement.
7.3 All reports, documents and information concerning Pledgors and all matters as required by this Agreement which are provided by Pledgors to Pledgee before this Agreement comes into effect are true, correct and effective in all material aspects as of the execution hereof.
7.5 At the time of the effectiveness of this Agreement, Pledgors are the sole legal owner of the Pledged Property, with no existing dispute whatever concerning the ownership of the Pledged Property. Pledgors have the right to dispose of the Pledged Property or any part thereof.
7.6 Except for the encumbrance set on the Pledged Property hereunder and the rights set under the Transaction Agreements, there is no other encumbrance or third party interest set on the Pledged Property.
7.7 The Pledged Property is capable of being pledged or transferred according to the laws, and Xxxxxxxx have the full right and power to pledge the Pledged Property to Pledgee according to this Agreement.
7.8 This Agreement constitutes the legal, valid and binding obligations on Pledgors when it is duly executed by Pledgors.
7.9 Any consent, permission, waive or authorization by...
Representations and Warranties by Xxxxxxxx. (a) Xxxxxxxx has the full power and authority to execute, deliver and perform this Agreement. This Agreement is valid, binding and enforceable against Merchant in accordance with its terms and no provision requiring Xxxxxxxx’s performance is in conflict with its obligations under any constitutional document, charter or any other agreement (of whatever form or subject) to which Merchant is a party or by which it is bound.
(b) Merchant is duly organised, authorised and in good standing under the laws of the state, region or country of its organisation and is duly authorised to do business in all other states, regions or countries in which Merchant’s business operates.
Representations and Warranties by Xxxxxxxx. The Borrower represents and warrants to the Lender that the matters set forth in the following items are true as of the date of execution of this Agreement and the date of execution of the Loan (or, if time is specified in each of the following items, as of such time):
1. The Borrower must is a legally established and currently validly existing joint-stock company in accordance with Japanese law.
2. The conclusion and performance of this Agreement by the Borrower and the transactions thereunder are within the scope of the Borrower’s corporate objectives, and the Borrower has completed all procedures required by Laws and Regulations, as well as the Borrower’s articles of incorporation and other internal rules.
3. The execution and performance of this Agreement by the Borrower and the transactions based thereon (a) will not violate any Laws or Regulations applicable to the Borrower, (b) will not violate the Borrower’s articles of incorporation or other internal rules, and (c) will not violate any agreement with a third party in which the Borrower is a party or which binds the Borrower or its assets.
4. Any person who signs or affixes his/her name and seal to this Agreement on behalf of the Borrower is authorized to sign or affix his/her name and seal to this Agreement on behalf of the Borrower pursuant to procedures required by Laws and Regulations, the articles of incorporation, and other internal rules.
5. This Agreement is legal, valid, binding on the Borrower and enforceable in accordance with each of its provisions.
6. Reports prepared by the Borrower are accurate and lawfully prepared in accordance with accounting standards generally accepted in Japan, and where there is an obligation under Laws or Regulations to have such reports and other documents audited, the necessary audits are conducted.
7. Since the end of the fiscal year ending April 2023, no material changes have occurred that could impair the Borrower’s business, assets or financial condition as shown in any Reports prepared by the Borrower for that fiscal year ( if such Reports are required to be audited by Laws or Regulations or if any other audit has been conducted, audited Reports ) and have a material impact on the Borrower’s performance of its obligations under this Agreement other than matters disclosed in Reports.
8. No litigation, arbitration, administrative proceeding or other dispute has been commenced or is threatened with being commenced with respect to the Borrower that has or ...
Representations and Warranties by Xxxxxxxx. (i) The Borrower shall confirm for the Lender that the following items are true and correct as of the date of execution of this Agreement and as of the date of Each Loan (however, with respect to item (iv), as of the time when the reports, etc. prepared after the date of execution of this Agreement are submitted to the Lender), and if at a later date such confirmation is found to be untrue or inaccurate, the Borrower shall immediately notify the Lender thereof in writing and shall bear all losses, expenses and other damages incurred by the Lender. The provisions of this Article shall remain in full force and effect until all obligations of the Borrower to the Lender with respect to this Agreement have been performed, whether or not this Agreement has been terminated.
(i) the execution and performance of this Agreement by the Borrower shall not (i) result in a breach of any contractual obligation other than this Agreement incurred by the Borrower or (ii) result in a breach of any law or regulation binding on the Borrower or its property; and
(ii) The Borrower has the full legal capacity to assume all obligations under this Agreement and the full legal capacity necessary to comply with and perform the provisions set forth in this Agreement, and that this Agreement is valid and binding on the Borrower.
(iii) The Borrower is a legal entity legally established and validly existing under the laws of Japan, and has duly completed all internal approval procedures necessary for the execution of this Agreement and the observance and performance of all obligations under this Agreement.
(iv) The Report, etc. is complete and accurate in light of accounting standards generally accepted in Japan.
(v) No lawsuit, dispute, administrative action, etc. that would materially affect the performance by the Borrower of its obligations under this contract has occurred or is likely to occur.
(vi) None of the events listed in each item of Article 5, Paragraph (1) or (2) of the Bank Transaction Agreement has occurred or is likely to occur.
Representations and Warranties by Xxxxxxxx. Xxxxxxxx represents and ------------------------------------------ warrants to Company as follows:
Representations and Warranties by Xxxxxxxx. Xxxxxxxx represents, warrants and covenants to EPC that no assignment, grant, mortgage, license or any other contractual agreement affecting the rights to the Technology has been made to any other person or entity, and that the full right to sell, assign, transfer and convey the Technology as described herein is possessed solely by Xxxxxxxx (except as indicated in Section 10.4 infra); and, when requested to carry out in good faith the intent and purpose of this Agreement, Xxxxxxxx shall fully assist and cooperate with EPC in obtaining patents on the Technology in the United States and any foreign country, and shall execute all documents and do all things necessary to obtain letters patent, to vest EPC with full and exclusive title to the Technology and any such patents.
Representations and Warranties by Xxxxxxxx. XxXxxxxx represents and warrants to the Company and Stanford that:
(a) he is purchasing the Common Stock and Warrant Shares for investment, and not for the purpose of or with a view to the unregistered resale or distribution thereof;
(b) he understands that the Common Stock and Warrant Shares issuable to him hereunder shall be "RESTRICTED SECURITIES" under the Securities Act of 1933, as amended (the "ACT"), and may not be resold, transferred, pledged, or hypothecated unless registered under the Act;
(c) he understands that until such time as the Common Stock and Warrant Shares shall have been registered under the Act or he demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be required, such securities may be subject to a stop-transfer order placed against the transfer of such securities, and such securities shall bear a restrictive legend restricting the transfer thereof;
(d) he is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of his business and financial experience, to protect his own interests in connection with the transactions described in this Agreement and the related documents, (iii) able to afford the entire loss of its investment in the Common Stock and Warrant Shares, and (iv) an "ACCREDITED INVESTOR" as defined in Rule 501(a) of Regulation D promulgated under the Act, and knows of no reason to anticipate any material change in his financial condition for the foreseeable future;
(e) in his capacity as an officer and director of the Company, he has had complete and unrestricted access to information regarding the Company and understands the risks involved in investing in its securities, including, without limitation, the possibility that he could lose his entire investment;
(f) the shares of Series C Preferred Stock being transferred by him to the Company at the Closing are free and clear of all liens, claims and encumbrances, and any voting, proxy or other similar agreements;
(g) the transactions contemplated by this Agreement do not and will not violate any agreement by which he is bound or to which any of the Company's securities are subject.
Representations and Warranties by Xxxxxxxx. Xxxxxxxx represents and warrants to AIG as follows:
(a) Organization and Qualification, etc Xxxxxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan, has corporate power and authority to own all of its properties and assets and to carry on its business as it is now being conducted.
(b) Authority Relative to Agreement and Financing Arrangements. Xxxxxxxx has the corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated on the part of Xxxxxxxx hereby and thereby. The execution and delivery by Xxxxxxxx of this Agreement and the consummation by Xxxxxxxx of the transactions contemplated on its part hereby and thereby have been or duly authorized by its Board of Directors. No other corporate proceedings on the part of Xxxxxxxx are necessary to authorize the execution and delivery of this Agreement by Xxxxxxxx or the consummation by Xxxxxxxx of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Xxxxxxxx and is a valid and binding agreement of Xxxxxxxx.
Representations and Warranties by Xxxxxxxx. VistaGen represents and warrants to EverInsight as of the Effective Date that:
(a) The patents and patent applications listed on Exhibit A constitute all Licensed Patents existing as of the Effective Date (the “Existing Licensed Patents”);
(b) Except for [*****], VistaGen is the sole and exclusive owner of all Licensed Technology, free and clear from any mortgages, pledges, liens, security interests, conditional and installment sales agreements, encumbrances, charges or claims of any kind, and has the right to grant the license to EverInsight as purported to be granted under this Agreement;
(c) The Licensed Technology is complete, accurate, effective and capable of achieving the Development and Manufacturing of the Compound and the Licensed Product. The Parties hereby irrevocably agree that the Licensed Technology shall be deemed to be complete, accurate, effective and capable of achieving the Development and Manufacturing of the Compound and the Licensed Product (and the foregoing representation and warranty shall be satisfied) if, after the completion of relevant technology transfer, EverInsight (or its contractor) is able to produce the Compound or the Licensed Products (as the case may be) in a manner that (1) complies with the specifications contained in (i) the technical documents VistaGen provided to EverInsight for evaluation and (ii) IND(s) submitted to the applicable Regulatory Authority(ies) and (2) does not infringe or misappropriate any intellectual property of any Third Party.
(d) VistaGen has not received any notice from a Third Party that the Development or Manufacture of the Compound or any Licensed Product conducted by or on behalf of VistaGen prior to the Effective Date has infringed any Patents of any Third Party or infringed or misappropriated any other intellectual property of any Third Party. Based on VistaGen’s understanding as of the Effective Date of the Compound and the Licensed Product and their intended use as disclosed to EverInsight as of the Effective Date, the Development, Manufacture, use or sale of any Compound or any Licensed Product pursuant to this Agreement does not and will not, to the knowledge of VistaGen, (y) infringe any Patents of any Third Party or (z) infringe or misappropriate any other intellectual property of any Third Party.
(e) To the knowledge of VistaGen, the use of Licensed Trademark in connection with Commercialization of the Licensed Product will not violate the rights of any Third Party. No claim or...
