Common use of Representations and Warrants of Prism Clause in Contracts

Representations and Warrants of Prism. Prism hereby represents and warrants to the other parties as follows: (a) Prism is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and has the corporate power to own and operate its properties and to carry on its business as now conducted. Prism is duly qualified to do business and in good standing in each state in which a failure to be so qualified would have a material adverse effect on Prism's financial position or its ability to conduct its business in the manner now conducted. (b) Prism has the full right, power and authority to enter into, execute and deliver this Agreement and all other related documents to which Prism is a party. (c) Prism has taken all action necessary to authorize the entering into and performance of its obligations under this Agreement and all other related documents to which Prism is a party. This Agreement and all other agreements, documents, and instruments contemplated hereby are, and as of the Closing will be, the legal, valid and binding obligation of Prism, enforceable in accordance with their respective terms. (d) The representations and warranties of Prism set forth in the Merger Agreement are true and correct as of the date hereof. (e) The Reorganized Prism Securities, when issued, shall be duly authorized, validly issued, fully paid and non-assessable. (f) The execution, delivery and performance by Prism of this Agreement and the Debt Documents to which Prism is a party does not and will not (i) contravene or conflict with the Certificate of Incorporation or bylaws of Prism, (ii) contravene or conflict with or constitute a violation of any provision of any law, statute, rule, regulation, judgment, injunction, order, writ or decree binding upon or applicable to Prism or any part of its business, except that the consummation of the transactions contemplated herein is subject to the confirmation of the Plan, or (iii) contravene or conflict with or constitute a violation, breach, or default under any agreement to which Prism is bound. (g) The Plan provides for sufficient number of shares of Common Stock of Reorganized Prism in connection with the issuance of the New Warrant Shares, the Ingrxx Xxxres and any securities issuable upon exercise of the Additional Warrants.

Representations and Warrants of Prism. Prism hereby represents ------------------------------------- and warrants to the other parties as follows: (a) Prism is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and has the corporate power to own and operate its properties and to carry on its business as now conducted. Prism is duly qualified to do business and in good standing in each state in which a failure to be so qualified would have a material adverse effect on Prism's financial position or its ability to conduct its business in the manner now conducted. (b) Prism has the full right, power and authority to enter into, execute and deliver this Agreement and all other related documents to which Prism is a party. (c) Prism has taken all action necessary to authorize the entering into and performance of its obligations under this Agreement and all other related documents to which Prism is a party. This Agreement and all other agreements, documents, and instruments contemplated hereby are, and as of the Closing will be, the legal, valid and binding obligation of Prism, enforceable in accordance with their respective terms. (d) The representations and warranties of Prism set forth in the Merger Agreement are true and correct as of the date hereof. (e) The Reorganized Prism Securities, when issued, shall be duly authorized, validly issued, fully paid and non-assessable. (f) The execution, delivery and performance by Prism of this Agreement and the Debt Documents to which Prism is a party does not and will not (i) contravene or conflict with the Certificate of Incorporation or bylaws of Prism, (ii) contravene or conflict with or constitute a violation of any provision of any law, statute, rule, regulation, judgment, injunction, order, writ or decree binding upon or applicable to Prism or any part of its business, except that the consummation of the transactions contemplated herein is subject to the confirmation of the Plan, or (iii) contravene or conflict with or constitute a violation, breach, or default under any agreement to which Prism is bound. (g) The Plan provides for sufficient number of shares of Common Stock of Reorganized Prism in connection with the issuance of the New Warrant Shares, the Ingrxx Xxxres Xxxxxx Shares and any securities issuable upon exercise of the Additional Warrants.

Representations and Warrants of Prism. Prism hereby represents and ------------------------------------- warrants to the other parties as follows: (a) Prism is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and has the corporate power to own and operate its properties and to carry on its business as now conducted. Prism is duly qualified to do business and in good standing in each state in which a failure to be so qualified would have a material adverse effect on Prism's financial position or its ability to conduct its business in the manner now conducted. (b) Prism has the full right, power and authority to enter into, execute and deliver this Agreement and all other related documents to which Prism is a party. (c) Prism has taken all action necessary to authorize the entering into and performance of its obligations under this Agreement and all other related documents to which Prism is a party. This Agreement and all other agreements, documents, and instruments contemplated hereby are, and as of the Closing will be, the legal, valid and binding obligation of Prism, enforceable in accordance with their respective terms. (d) The representations and warranties of Prism set forth in the Merger Agreement are true and correct as of the date hereof. (e) The Reorganized Prism Securities, when issued, shall be duly authorized, validly issued, fully paid and non-assessable. (f) The execution, delivery and performance by Prism of this Agreement and the Debt Documents to which Prism is a party does not and will not (i) contravene or conflict with the Certificate of Incorporation or bylaws of Prism, (ii) contravene or conflict with or constitute a violation of any provision of any law, statute, rule, regulation, judgment, injunction, order, writ or decree binding upon or applicable to Prism or any part of its business, except that the consummation of the transactions contemplated herein is subject to the confirmation of the Plan, or (iii) contravene or conflict with or constitute a violation, breach, or default under any agreement to which Prism is bound. (g) The Plan provides for sufficient number of shares of Common Stock of Reorganized Prism in connection with the issuance of the New Warrant Shares, the Ingrxx Xxxres Xxxxxx Shares and any securities issuable upon exercise of the Additional Warrants.

Representations and Warrants of Prism. Prism hereby ------------------------------------- represents and warrants to the other parties as follows: (a) Prism is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and has the corporate power to own and operate its properties and to carry on its business as now conducted. Prism is duly qualified to do business and in good standing in each state in which a failure to be so qualified would have a material adverse effect on Prism's financial position or its ability to conduct its business in the manner now conducted. (b) Prism has the full right, power and authority to enter into, execute and deliver this Agreement and all other related documents to which Prism is a party. (c) Prism has taken all action necessary to authorize the entering into and performance of its obligations under this Agreement and all other related documents to which Prism is a party. This Agreement and all other agreements, documents, and instruments contemplated hereby are, and as of the Closing will be, the legal, valid and binding obligation of Prism, enforceable in accordance with their respective terms. (d) The representations and warranties of Prism set forth in the Merger Agreement are true and correct as of the date hereof. (e) The Reorganized Prism Securities, when issued, shall be duly authorized, validly issued, fully paid and non-assessable. (f) The execution, delivery and performance by Prism of this Agreement and the Debt Documents to which Prism is a party does not and will not (i) contravene or conflict with the Certificate of Incorporation or bylaws of Prism, (ii) contravene or conflict with or constitute a violation of any provision of any law, statute, rule, regulation, judgment, injunction, order, writ or decree binding upon or applicable to Prism or any part of its business, except that the consummation of the transactions contemplated herein is subject to the confirmation of the Plan, or (iii) contravene or conflict with or constitute a violation, breach, or default under any agreement to which Prism is bound. (g) The Plan provides for sufficient number of shares of Common Stock of Reorganized Prism in connection with the issuance of the New Warrant Shares, the Ingrxx Xxxres Ingram Shares and any securities issuable upon exercise of the Additional Warrants.

Representations and Warrants of Prism. Prism hereby ------------------------------------- represents and warrants to the other parties as follows: (a) Prism is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and has the corporate power to own and operate its properties and to carry on its business as now conducted. Prism is duly qualified to do business and in good standing in each state in which a failure to be so qualified would have a material adverse effect on Prism's financial position or its ability to conduct its business in the manner now conducted. (b) Prism has the full right, power and authority to enter into, execute and deliver this Agreement and all other related documents to which Prism is a party. (c) Prism has taken all action necessary to authorize the entering into and performance of its obligations under this Agreement and all other related documents to which Prism is a party. This Agreement and all other agreements, documents, and instruments contemplated hereby are, and as of the Closing will be, the legal, valid and binding obligation of Prism, enforceable in accordance with their respective terms. (d) The representations and warranties of Prism set forth in the Merger Agreement are true and correct as of the date hereof. (e) The Reorganized Prism Securities, when issued, shall be duly authorized, validly issued, fully paid and non-assessable. (f) The execution, delivery and performance by Prism of this Agreement and the Debt Documents to which Prism is a party does not and will not (i) contravene or conflict with the Certificate of Incorporation or bylaws of Prism, (ii) contravene or conflict with or constitute a violation of any provision of any law, statute, rule, regulation, judgment, injunction, order, writ or decree binding upon or applicable to Prism or any part of its business, except that the consummation of the transactions contemplated herein is subject to the confirmation of the Plan, or (iii) contravene or conflict with or constitute a violation, breach, or default under any agreement to which Prism is bound. (g) The Plan provides for sufficient number of shares of Common Stock of Reorganized Prism in connection with the issuance of the New Warrant Shares, the Ingrxx Xxxres Xxxxxx Shares and any securities issuable upon exercise of the Additional Warrants.