REPRESENTATIONS BY AND COVENANTS OF THE COMPANY. The Company hereby represents and warrants to the Subscriber that:
REPRESENTATIONS BY AND COVENANTS OF THE COMPANY. The Company represents and covenants to the Purchaser that:
REPRESENTATIONS BY AND COVENANTS OF THE COMPANY. The Company hereby represents and warrants to the Investor that:
REPRESENTATIONS BY AND COVENANTS OF THE COMPANY. The Company hereby represents and warrants to the Subscriber as of the date hereof and the Closing Date that:
REPRESENTATIONS BY AND COVENANTS OF THE COMPANY. The Company hereby represents and warrants to the Subscriber that, and covenants as follows:
2.1 The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to conduct its business. The Company is not in violation of any of the provisions of its Articles of Incorporation, by-laws or other organizational or charter documents including, but not limited to, all documents setting forth and/or establishing the terms, rights, conditions and/or limitations of any of the Company’s stock (the “Internal Documents”). The Company is duly qualified to conduct business and is in good standing as a foreign limited liability company in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not result in a direct and/or indirect (i) material adverse effect on the legality, validity or enforceability of any of the Securities and/or this Subscription Agreement, (ii) material adverse effect on the results of operations, assets, business or financial condition of the Company, or (iii) material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under the Offering Materials (any of (i), (ii) or (iii), a “Material Adverse Effect”).
2.2 The Company has all corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated. All corporate action on the part of the Company, its directors and stockholders necessary for the (i) authorization execution, delivery and performance of this Agreement by the Company; and (ii) authorization, sale, issuance and delivery of the Shares in the Offering and contemplated hereby and the performance of the Company’s obligations hereunder has been taken. This Agreement has been duly 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, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy. The Securities, when issued and fully paid for in accordance with the terms of this Agreement, will be validly iss...
REPRESENTATIONS BY AND COVENANTS OF THE COMPANY. The Company hereby represents and warrants to the Subscriber, as of the date of this Agreement (other than representations and warranties that relate to a specific date, which are given as of such date) and except as set forth in the Memorandum or in the SEC Reports, as follows:
REPRESENTATIONS BY AND COVENANTS OF THE COMPANY. The Company represents and covenants to the Purchaser that:
(a) The Company is a corporation duly organized, existing and in good standing under the laws of the State of California which has the corporate power to conduct the business which it conducts and proposes to conduct.
(b) The execution, delivery and performance of this Agreement by the Company has been duly approved by the Board of Directors of the Company and all other actions required to authorize and effect the offer and sale of the Shares have been duly taken and approved.
(c) The Shares have been duly and validly authorized and, when issued and paid for in accordance with the terms hereof, will be validly binding obligations of the Company enforceable in accordance with their respective terms except that the enforceability thereof may be limited by bankruptcy, insolvency, or other laws affecting the rights of creditors generally or by general equitable principles.
(d) The Company has obtained all licenses, permits and other governmental authorizations necessary to the conduct of its business; such licenses, permits and other governmental authorizations obtained are in full force and effect; and the Company is in all material respects complying therewith.
REPRESENTATIONS BY AND COVENANTS OF THE COMPANY. 3.1 The Company hereby represents and warrants to the Subscriber that,(i) the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to sell and issue the Shares and perform its obligations with respect to the Agreement in accordance with the terms hereof and (ii) when executed and delivered by the Company, the Agreement will be duly executed and delivered by the Company.
REPRESENTATIONS BY AND COVENANTS OF THE COMPANY a. The Company represents and warrants to the Subscriber that on the date hereof:
(1) The Company is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and has the corporate power to issue and sell the Shares to the Subscriber;
(2) The Shares have been duly and validly authorized and, when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable;
b. The copies of the Restated Certificate of Incorporation and Restated By-Laws of the Company as currently in effect which have heretofore been delivered to the Subscriber are true, complete and correct.
REPRESENTATIONS BY AND COVENANTS OF THE COMPANY. The Company hereby (i) makes to each Subscriber, as of the date of this Agreement, the representations and warranties set forth in the following sections of the Second Lien Credit Agreement, which are hereby expressly restated and incorporated by reference herein: Section 3.06 (No Material Adverse Effect), Section 3.20 (Labor Laws), 3.26 (Sanctions Laws), Section 3.27 (Anti-Corruption Laws and Sanctions Laws), and (ii) represents and warrants to each Subscriber, as of the date of this Agreement (other than representations and warranties that relate to a specific date, which are given as of such date) as follows:
