Representations and Warranties of the Company and the Subsidiary. The Company and the Subsidiary hereby represent and warrant to Purchaser as follows:
Representations and Warranties of the Company and the Subsidiary. The Company and the Subsidiary severally and not jointly and severally represent and warrant to the other Parties as to itself as follows:
Representations and Warranties of the Company and the Subsidiary. Each of the Company and the Subsidiary, jointly and severally, represents and warrants to each Underwriter and agrees with each Underwriter as follows:
Representations and Warranties of the Company and the Subsidiary. Except as set forth in the Disclosure Schedule delivered by the Company to the Seller prior to the execution of this Agreement (the "Company Disclosure Schedule"), which shall identify exceptions by specific Section references, the Company and the Subsidiary hereby represent and warrant to the Seller that:
Representations and Warranties of the Company and the Subsidiary. The Company and its Subsidiary hereby represent and warrant the following as of the date hereof, and as of the date of Closing:
Representations and Warranties of the Company and the Subsidiary. Except as provided in the Company Disclosure Schedule, the Company and the Subsidiary hereby represent and warrant to Buyer that: Section
Representations and Warranties of the Company and the Subsidiary. Section 4.1.
Representations and Warranties of the Company and the Subsidiary. The Company and the Subsidiary hereby represent and warrant to the Investors as follows:
a. Each of the Company and the Subsidiary 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 to carry on its business as now conducted and as proposed to be conducted. Each of the Company and the Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its respective business or properties. The Company owns all of the issued and outstanding capital stock of the Subsidiary, and there are not outstanding or in existence any options or warrants or other rights to purchase any capital stock of the Subsidiary, any securities convertible into or exercisable for any shares of capital stock of the Subsidiary, or any other agreements of any type or nature whatsoever pursuant to which any party has the right to purchase or otherwise acquire any shares of capital stock of the Subsidiary.
b. All corporate action on the part of the Company and the Subsidiary, and their respective officers and directors necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company and the Subsidiary hereunder and thereunder, the authorization, issuance, sale and delivery of the Units, and the reservation and issuance of the Underlying Common Stock, has been taken or will be taken prior to the Closing. This Agreement constitutes a valid and legally binding obligation of each of the Company and the Subsidiary, enforceable against each respectively in accordance with its respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
c. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of the respective corporate charter or bylaws of either the Company or the Subsidiary or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or...
Representations and Warranties of the Company and the Subsidiary. The Company and the Subsidiary each represent and warrant to the Initial Purchaser, as of the Closing Date, that:
(i) The CPM does not and will not, and any amendments thereof or supplement thereof and any additional information and documents concerning the Class A Certificates delivered by or on behalf of the Company to prospective purchasers of the Class A Certificates (collectively, such information and documents, the "Additional Offering Documents"), each as of their respective dates, and any oral statements made by the Company to any prospective purchaser of the Class A Certificates did not or will not, each as of its issue date or date on which such statement was made and as of the Closing Date, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading.
(ii) The Company is a corporation, duly organized, validly existing and in good standing under the laws of Delaware, has all corporate power and authority necessary to own or hold its properties and conduct its business in which it is engaged as described in the CPM and has all licenses necessary to carry on its business as it is now being conducted and is licensed, qualified and in good standing in each jurisdiction in which the conduct of its business requires such licensing or qualification. The Subsidiary is a corporation, duly organized, validly existing and in good standing under the laws of Delaware.
(iii) The Placement Agreement and this Agreement have been duly authorized, executed and delivered by the Company, this Agreement has been duly authorized, executed and delivered by the Subsidiary and, assuming due authorization, execution and delivery thereof by the Agent, constitute valid and legally binding obligations of the Company and the Subsidiary, as the case may be, enforceable against the Company and the Subsidiary, as the case may be in accordance with their respective terms.
(iv) The Pooling and Servicing Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.
(v) The Multi-Party Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by the parties theret...
Representations and Warranties of the Company and the Subsidiary. The Company and the Subsidiary jointly and severally represents and warrants to the Lender as follows:
(a) The Company is a corporation organized, validly existing and in good standing under the laws of the State of Nevada, has all requisite power and authority to own and operate its properties and assets and to carry on its business as presently and proposed to be conducted. The Subsidiary is a corporation organized, validly existing and in good standing under the laws of the State of Indiana, has all requisite power and authority to own and operate its properties and assets and to carry on its business as presently and proposed to be conducted. Neither the Company nor the Subsidiary has failed to qualify to transact business as a foreign corporation in any jurisdiction where the failure to be so qualified would have a Material Adverse Effect.
(b) This Agreement and the Notes have been authorized by boards of directors of the Company and the Subsidiary and, when executed by the Company, the Subsidiary and the Lender, will constitute the valid and binding agreements of the Company and the Subsidiary, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies and except that remedies that the grant equitable relief are in the discretion of the court.
(c) The issuance of the Conversion Shares has been authorized by the Company’s board of directors and the Conversion Shares, when issued pursuant to the terms of the Notes will be free of restrictions on transfer other than restrictions on transfer under the Securities Act and other applicable state and federal securities laws and restrictions incurred by the Lender or to the which the Lender is subject.
(d) The Company and the Subsidiary have all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could have a Material Adverse Effect. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.
(e) The execution, delivery and performance by the Company and the Subsidiary of this Agreement and the consummation of the transactions contemplated hereby will not, with or without the passage of time or giving of notice,...
