Representations and Warranties of Corporation. The Corporation makes the following representations and warranties to Custodian:
2.2.1 The obligations of the Corporation set forth in this Agreement have been authorized by the Corporation’s Board of Directors, acting as such Directors for and on behalf of the Corporation, pursuant to the authority vested in them under the laws of the State of its formation, the Articles of Incorporation and the By-Laws of the Corporation, provided, however, that this Agreement has been executed by Officers of the Corporation as officers, and not individually, and the obligations contained herein are not binding upon any of the Directors, Officers, agents or holders of shares, personally, but bind only the Corporation and then only to the extent of the assets of the Corporation.
Representations and Warranties of Corporation. The Corporation represents and warrants to, and agrees with, each of the Underwriters that:
(a) A registration statement on Form S-3 (File No. 333-57872) in respect of the Securities has been filed with the Securities and Exchange Commission (the "Commission"); such registration statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to such registration statements, but including all documents incorporated by reference in the prospectus contained in the latest registration statement, to the Representatives for each of the other Underwriters, have been declared effective by the Commission in such form; no other document with respect to such registration statements or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission (other than prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act of 1933, as amended (the "1933 Act"), each in the form heretofore delivered to the Representatives and no stop order suspending the effectiveness of any such registration statements has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the latest registration statement or filed with the Commission pursuant to Rule 424(a) under the 1933 Act, is hereinafter called a "Preliminary Prospectus"); the various parts of the latest registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in such registration statement at the time such part of such registration statement became effective, but excluding the Forms T-1 filed as an exhibit to the latest registration statement, each as amended at the time such part of such registration statement became effective, are hereinafter collectively called the "Registration Statement"; the prospectus relating to the Securities, in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, being hereinafter called the "Prospectus;" any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the 1933 Act, as of the date of such Preliminary Prospectus or Prospectus, a...
Representations and Warranties of Corporation. The Corporation represents and warrants to the Purchaser, as follows, each of which representation and warranty is true and correct as of the date hereof and will be true and correct as of the Closing Date.
Representations and Warranties of Corporation. 7.1 The Сompany represents that it is a corporation duly organized, validly existing under the laws of the State of Delaware. The Company is authorized to issue the Notes subscribed to by this instrument. Upon payment for the Notes, the original Lender shall be the owner of duly and validly issued Notes. Delivery of the Note Certificates to the original Lender shall mean transfer to the Original Lender the title and the right to sell the Notes, the rights to receive interest and principal payments, rights to convert the Notes into Common Stock, as well as other rights as envisaged by the Articles of the Corporation and the US laws.
Representations and Warranties of Corporation. The Corporation hereby represents and warrants to Purchaser:
Representations and Warranties of Corporation. The Corporation hereby represents and warrants to Shareholder that it has the requisite corporate power and authority to execute and deliver and to carry out the terms of this Agreement and any and all related documents or agreements. This Agreement and any related documents or agreements are valid and binding agreements of the Corporation.
Representations and Warranties of Corporation. (a) The Corporation, upon entering into this Agreement, hereby warrants and guarantees to the Consultant that to the best knowledge of the Officers and Directors of the Corporation, all statements, either written or oral, made by the Corporation tot he Consultant are true and accurate, and contain no misstatements of a material fact. Consultant acknowledges that estimates of performance made by Corporation are based upon the best information available to corporation officers at the time of said estimates of performance. The Corporation acknowledges that the information it delivers to the Consultant will be used by the Consultant in preparing materials regarding the Company's business, including but not necessarily limited to, its financial condition for dissemination to the public.
(b) Consultant shall agree to release information only with written or verbal approval of the Company.
Representations and Warranties of Corporation. As an inducement to Acquiror and Subco to enter into this Agreement and to consummate the transactions provided for herein, the Corporation represents and warrants to Acquiror and Subco as follows:
Representations and Warranties of Corporation. (1) Except as disclosed in the Corporation Disclosure Letter (which disclosure shall apply against any representations and warranties to which it is reasonably apparent from the face of such disclosure it should relate), Corporation represents and warrants to Purchaser that the representations and warranties set forth in Schedule C are true and correct as of the date hereof and acknowledges and agrees that Purchaser is relying upon such representations and warranties in connection with the entering into of this Agreement.
(2) Except for the representations and warranties set forth in this Agreement, neither Corporation nor any other Person has made, or makes any other, express or implied representation and warranty, either written or oral, on behalf of Corporation.
(3) The representations and warranties of Corporation contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.
Representations and Warranties of Corporation. As a material inducement to the Purchaser to enter into this Agreement and purchase the Shares, the Corporation represents and warrants that to the best of the knowledge of the Corporation:
