Representations by Company Sample Clauses

Representations by Company. Except with the prior written consent of the Trust, the Company shall not give any information or make any representations or statements about the Trust or the Funds nor shall it authorize or allow any other person to do so except information or representations contained in the Trust's Registration Statement or the Trust's Prospectuses or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in writing by the Trust or its designee in accordance with this Article V, or in published reports or statements of the Trust in the public domain.

Representations by Company. Except with the prior written consent of the Trust, the Company shall not give any information or make any representations or statements about the Trust or the Funds nor shall it authorize or allow any other person to do so except information or representations contained in the Trust's Registration Statement or the Trust's Prospectuses or in reports or proxy statements for the Trust, or in advertisements, sales literature or other promotional material approved in writing by the Trust or its designee in accordance with this Article V, or in published reports or statements of the Trust in the public domain. The Company agrees to ensure that advertisements, sales literature or other promotional material for the Contracts prepared by the Company or its affiliates will be consistent with every law, rule, and regulation of any regulatory agency or self-regulatory agency that applies to the Contracts or to the sale of the Contracts, including, but not limited to, NASD Conduct Rule 2210 and XX-0000-0, XX-0000-0 and IM-2210-3 thereunder. The Company has adopted and implemented, or shall adopt and implement, written compliance procedures reasonably designed to ensure that information concerning the Trust, the Distributor, or any of their affiliates which is intended for use by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract Owners or prospective Contract Owners) is so used, and neither the Trust, the Distributor, nor any of their affiliates shall be liable for any losses, damages, or expenses relating to the improper use of such broker only materials by agents of the Company or its affiliates who are unaffiliated with the Trust or the Distributor. The parties hereto agree that this Section 5.9 is not intended to designate nor otherwise imply that the Company is an underwriter or distributor of the Trust's shares.

Representations by Company. Company represents and warrants that: (a) The Company is a limited liability company duly organized and validly existing under the laws of the State of Delaware and authorized to do business in the State, is not in violation of any laws in any manner material to its ability to perform its obligations under this Financing Agreement, has full power to enter into and perform its obligations under this Agreement, and by proper action has duly authorized the execution and delivery of this Financing Agreement. (b) The Project is of the type authorized and permitted by the Act. (c) All of the proceeds from the Series 2024 Bonds (including any income earned on the investment of such proceeds) will be used for Costs of Construction. (d) The Company intends to operate or cause the Project to be operated as an economic development facility under the Act, until the expiration or earlier termination of this Financing Agreement as provided herein. (e) Neither the execution and delivery of this Financing Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the terms and conditions of this Financing Agreement, will contravene the Company's formation or governing documents or any law or any governmental rule, regulation or order presently binding on the Company or conflicts with or results in a breach of the terms, conditions or provisions of any agreement or instrument to which the Company is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any liens, charges, or encumbrances whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreement. (f) The execution, delivery and performance by the Company of this Financing Agreement do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental authority or agency, not previously obtained or performed. (g) This Financing Agreement has been duly executed and delivered by the Company and, assuming due execution by the Issuer, constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general. (h) There are no actions, suits or proceedings pendi...

Representations by Company. The Company represents and warrants that (a) it has all requisite authority to appoint the Manager hereunder, (b) the terms of the Agreement do not conflict with any obligation by which the Company is bound, whether arising by contract, operation of law or otherwise, and (c) this Agreement has been duly authorized by appropriate corporate action.

Representations by Company. The Company hereby represents and warrants to the Holder as follows: (i) The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware. (ii) The Company has all requisite power and authority (corporate or otherwise) to execute, deliver and perform this Agreement and the transactions contemplated thereby, and the execution, delivery and performance by the Company of this Agreement has been duly authorized by all requisite action by the Company and this Agreement, when executed and delivered by the Company, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (iii) The execution, delivery and performance by the Company of this Agreement have been duly authorized by all requisite corporate action of the Company; and this Agreement has been duly executed and delivered by the Company. (iv) The Shares will be duly and validly issued, fully paid and nonassessable, and free of any liens or encumbrances.

Representations by Company. Company represents and warrants to the Employee that (a) Company has the legal right, power and authority to enter into this Agreement and perform the obligations imposed upon it, (b) there are no legal proceedings pending, or to the knowledge of Company, threatened against Company which would in any way adversely affect the performance of the obligations, and (c) Company is not a party to any restrictive covenant, agreement, contract or instrument which would in any way prohibit Company from entering into or performing such obligations.

Representations by Company. Company represents and warrants to Issuer that: (a) this Agreement constitutes the legal, valid, binding, and enforceable agreement of Company; and (b) that Company’s execution and performance of this Agreement (i) does not constitute a breach of any agreement between Company and a Person other than Issuer, or of any duty arising in law or equity, (ii) does not violate any law, rule or regulation applicable to Company, and (iii) if Company is an organization, is within the organizational powers of Company and has been authorized by all necessary organizational action of Company.

Representations by Company. COMPANY represents and warrants that: (a) It is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to enter into this AGREEMENT, (b) it is duly authorized by all requisite action to execute, deliver and perform this AGREEMENT and to consummate the transactions contemplated hereby, and that the same do not conflict or cause a default with respect to its obligations under any other agreement and (c) it has duly executed and delivered this AGREEMENT.

Representations by Company. The Company represents, warrants and agrees as follows: (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted by it require such qualification, except for such failure to so qualify or be in such good standing, which, when taken together with all other such failures, is not reasonably likely to have a material adverse effect on the financial condition, properties, business or results of operations of the Company or the interest of shareholders in the Company (a "Material Adverse Effect"). The Company has the requisite corporate power and authority to carry on its business as it is now being conducted. (ii) The authorized capital stock of the Company as of the date hereof consists of Fifty Million (50,000,000) shares of $1.00 par value Common Stock, of which Four Million Two Hundred Thirty Thousand Five Hundred One (4,230,501) shares were issued and outstanding as of December 5, 1997, none of which are held in treasury, and Ten Million (10,000,000) shares of Preferred Stock, par value $1.00 per share ("Preferred Stock"), of which no shares are issued and outstanding on the date hereof. All of the outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. As of December 5, 1997, there were reservations for outstanding options, warrants and agreements to purchase up to an aggregate of approximately Two Million Nine Hundred One Thousand Four Hundred Fortyfour (2,901,444) shares of Common Stock, at prices ranging from Five and 25/100 Dollars ($5.25) to Fifty-five and No/100 Dollars ($55.00) per share. (iii) The Notes when issued in compliance with the provisions of this Agreement, will be duly authorized and validly issued. The issuance of the Notes will not be subject to any preemptive rights or rights of first refusal created by the Company. The shares of Common Stock or Preferred Stock issuable upon conversion of the Notes have been duly and validly reserved. The shares of Common Stock and Preferred Stock issuable upon conversion of the Notes are not subject to any preemptive rights or rights of first refusal created by the Company, and upon conversion and cancellation of the Notes and exercise of the Option will be duly authorized, validly issued, fully paid and nonassessable. (iv) The Com...

Representations by Company. Company represents and warrants to Subscriber, except as set forth in the in the disclosure schedules, if any, attached hereto: