Representations and Warrants of the Company. As a material inducement of the Subscriber to enter into this Subscription Agreement and subscribe for the Securities, the Company represents and warrants to the Subscriber, as of the date hereof, as follows:
Representations and Warrants of the Company. As an inducement to enter into this Agreement, the Company hereby represents and warrants to each Executive as follows:
(a) The Company is a limited liability company validly existing and in good standing under the laws of the State of New Jersey and is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify, except for such jurisdictions in which the failure to so qualify, would not have a material adverse effect on the Company.
(b) The execution, delivery and performance of this Agreement have been duly authorized by the Company. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent that the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general principles of equity.
Representations and Warrants of the Company. The Company represents and warrants to the Investors as follows:
a. The Company has been duly organized, and is validly existing and in good standing, under the laws of the State of Nevada, and has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
b. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid execution and delivery by the Investors, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject as to enforceability to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The performance of the terms of this Agreement shall not conflict with, constitute a violation of, or require any notice or consent under, the articles of incorporation or bylaws of the Company or any agreement or instrument to which the Company is a party or by which the Company is bound, and shall not require any consent, approval or notice under any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Company, except as may be required by federal and state securities laws.
Representations and Warrants of the Company. As an inducement to enter into this Agreement, the Company hereby represents and warrants to each Optionee as follows:
(a) The Company is a corporation validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify, except for such jurisdictions in which the failure to so qualify, would not have a material adverse effect on the Company.
(b) The execution, delivery and performance of this Agreement have been duly authorized by the Company. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent that the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general principles of equity.
Representations and Warrants of the Company. The Company hereby represents and warrants to Bancshares as follows:
Representations and Warrants of the Company. The Company hereby represents and warrants to SS&C as follows:
(a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, having full power and authority to own its properties and to carry on its business as conducted.
(b) The Company has the requisite power and authority to deliver this Agreement and the New License Agreement, and perform its obligations herein and therein; and consummate the transactions contemplated hereby and thereby. The Company has duly executed and delivered this Agreement and the New License Agreement and has obtained the necessary authorization to execute and deliver this Agreement and the New License Agreement and to perform its obligations herein and therein and consummate the transactions contemplated hereby and thereby. Each of this Agreement and the New License Agreement is a valid, legal and binding obligation of the Company enforceable against the Company in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity).
(c) The notional shares of Series A Membership Interest issuable upon exercise of the Option, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable.
Representations and Warrants of the Company. The Company hereby represents and warrants to the Selling Agent as of each Closing Date as follows:
Representations and Warrants of the Company. The Company hereby represents and warrants to Guarantor as follows:
Representations and Warrants of the Company. The Company hereby represents and warrants to Parent and Merger Sub that, except as set forth in the disclosure letter delivered by the Company to Parent and Merger Sub on the date hereof (the "COMPANY DISCLOSURE LETTER"):
Representations and Warrants of the Company. The Company hereby represents, warrants, covenants and acknowledges that as of the date hereof:
3.1 The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has the legal capacity and all necessary corporate authority to carry on its business, to own its properties and assets, and to enter into and perform this Agreement and to consummate the transactions contemplated hereby.
3.2 This Agreement and the New Note have been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
3.3 The execution and delivery of this Agreement and the performance of the obligations imposed hereunder will not conflict with, constitute a default under or result in a breach by the Company of, any of the terms or provisions of, or constitute a default under the certificate of incorporation or bylaws of the Company, or any material agreement or instrument to which the Company is a party, or by which it or any of its properties or assets are bound, or result in a violation of any order, decree, or judgment of any court or governmental agency having jurisdiction over the Company or the Company’s properties, and no consent, authorization or order of, or filing or registration with, any court, governmental, or regulatory authority is required in connection with the execution and delivery of this Agreement and any related agreements or the performance by the Company of its obligations hereunder.
3.4 The Casablanca Shares will, when issued in accordance with the terms hereof, be duly authorized, validly issued, fully paid, and non-assessable.
