Representations Concerning the Property Sample Clauses

Representations Concerning the Property i) Except for the existing rental agreement with the North Fairhaven Improvement Association , there are no leases, licenses or other occupancy agreements affecting all or any portion of the Property; ii) Except for the existing rental agreement with the North Fairhaven Improvement Association , Seller has not entered into any commitments or agreements with any governmental authorities or agencies or with any other Person affecting the Property that are not a matter of public record at the registry of deeds for the Property; and (2) Seller has not received any written notice requiring the correction of any condition with respect to the Property, or any part thereof, by reason of any alleged violation of any applicable federal, state, county or municipal law, code, rule or regulation, or stating that any investigation has been commenced or is contemplated regarding any of the same; iii) Seller has delivered (or will deliver within the time provided in Section 4.1) to Purchaser (without representation or warranty, express or implied) true and complete copies of all plans, specifications, engineering, geotechnical, environmental, planning and other similar studies or reports (whether draft or final) in the possession or control of the Seller relating to the Property (the "Reports"). Except as set forth in the Reports, Seller has not received any written notice of: (1) the presence of any Hazardous Materials at the Property in violation of any Environmental Law or that require any remediation or investigation; or (2) the presence of any underground storage tanks on any portion of the Property; iv) Seller has delivered (or will deliver within the time provided in Section 3.1) to Purchaser true and complete copies of all permits, licenses and approvals in Seller or in Seller's possession or control and relating to the ownership and operation of the Property (the "Permits"). Any permits, licenses and approvals relating solely to the operation of the Property are not included in the foregoing. To the best of Seller's knowledge, the Permits are in full force and effect and free from default. Seller has not received any written notice that any license, permit or approval is required in connection with the current ownership or use of the Property; v) There are no pending, or to Seller's knowledge, threatened, judicial, administrative, condemnation or eminent domain proceedings or investigations relating to the Property; vi) All sums payable by reason of any labor or ...
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Representations Concerning the Property. (i) Seller will make available for Purchaser’s inspection either at the Property or at Seller’s offices, within the time provided in Section 5.1, true and complete copies of all Leases. Seller will provide Purchaser with a copy of each Rent Roll, which is accurate and complete in all material respects. Purchaser shall verify, by review of the Leases, that the rents (or housing charges) and other amounts set forth on each Rent Roll are the amounts actually being paid by the Tenants under the Leases. Except as expressly disclosed in the Rent Rolls, there are no oral or other terms or agreements with any of the Tenants except as expressly set forth in such Leases, whether through side letters, discount programs or coupons, early termination rights, or otherwise. The Leases are in full force and effect; there are no uncured defaults by the landlord or, to Seller’s knowledge, by any Tenant under any Lease; to Seller’s knowledge, no Tenant has any defense or offset to its rental or other obligations under its Lease; the Tenant under each Lease is paying rent on a current basis (except as noted on a current accounts receivable statement, a copy of which Seller will furnish to Purchaser; there are no agreements with respect to any Tenant allowing the Tenant any reduction, abatement or deferral of rent or allowing the payment of any rent other than in cash; no rentals or other payments have been made more than thirty (30) days in advance (except as noted on a current pre-paid rent statement, a copy of which seller will furnish to Purchaser); there are no outstanding tenant improvement allowances or obligations, moving allowances or other inducements or concessions owed to any Tenant; no brokerage or leasing commission or fee is due or unpaid, and there are no agreements that will obligate Purchaser to pay any such amount on or after Closing in connection with any renewals or extensions of existing Leases or the leasing of any additional space to any Tenants under the Leases; there are no Leases which give any Tenant the right to purchase the Property or any part thereof; and other than the Leases set forth on the Rent Rolls, there are no leases, licenses or other occupancy agreements affecting all or any portion of the Property. The concession package currently in use at each Property, or a list of concessions being offered to prospective tenants, is attached to the Rent Roll for such Property; (ii) Except as set forth on Exhibit D, (1) Seller has not entered into ...
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Representations Concerning the Property. (i) Except as otherwise listed on Schedule 10 or entered into after the Effective Date pursuant to the terms of this Agreement, to Seller’s actual knowledge: (a) there are no Service Contracts binding upon CBF, the Owner or the Property and currently in effect with respect to the Property; (b) the Service Contracts existing on the Effective Date are currently in full force and effect, have not been modified, supplemented or amended except as reflected on Schedule 10; and (c) CBF has paid and performed all of the material duties, obligations, liabilities and responsibilities of CBF under the Service Contracts existing on the Effective Date to the extent arising on or before the Effective Date or will do so in the ordinary course of business of CBF; (d) neither Seller nor CBF have received any written notice of default under the Service Contracts existing on the Effective Date; (ii) Except as set forth on Schedule 11 attached hereto, and subject to the provisions of Section 6.5(c), to Seller’s actual knowledge, there are no contractors, subcontractors, laborers or materialmen performing work upon or functioning as labor or materialmen to improve the Property upon the request of Seller, CBF or the Owner that have not been paid or will not be paid all amounts due prior to Closing; (iii) Except as set forth on Schedule 2 attached hereto, to Seller’s actual knowledge there are no Condominium Contracts with respect to the Condominium Units that are in force or effect as of the Effective Date; and (iv) Except as set forth on Schedule 6 attached hereto, to Seller’s actual knowledge there are no Leases with respect to the Improvements that are in force or effect as of the Effective Date.
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Representations Concerning the Property. (i) Seller has not received any written notice from any governmental agency that the Property fails to comply with any laws, regulations, ordinances, orders or other requirements of any governmental agency having jurisdiction over or affecting the Property or any part thereof, which has not been cured or waived; (a) Seller has not received any written notice of any current or pending litigation against the Property, and (b) to the best of Seller’s knowledge, is any such claim threatened, which in either event, if determined adversely to Seller, would adversely affect its ability to perform its obligations hereunder; (iii) To the best of Seller’s knowledge, the Property Information provided by Seller is a true, correct, and complete set of such information in the possession and control of Seller; (iv) Seller has delivered or made available to Purchaser true and complete copies of all Contracts that are in Seller’s possession or control, and, to the best of Seller’s knowledge, such Contracts are in full force and effect; and (v) The Designated Seller Representative is the person with Seller who is most knowledgeable on the subject matter of the representations and warranties contained herein which are qualified to the “best of Seller’s knowledge”.
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Representations Concerning the Property. Seller makes the following statements with respect to the Property: (i) To the best of Seller’s knowledge, there is no action, suit, arbitration, unsatisfied order or judgment, governmental investigation or proceeding pending against the Property or the transaction contemplated by this Agreement, which, if adversely determined, could individually or in the aggregate have a material adverse effect on the operations, financing, redevelopment, leasing and/or use of the Property or any portion thereof following Closing, or which may affect Seller’s ability to convey the Property; (ii) To the best of Seller’s knowledge, there is no current or pending litigation against the Property or Seller’s interest therein which would, if determined adversely to Seller or the Property, be likely to have a material adverse effect on the operations, financing, redevelopment, leasing and/or use of the Property, or which may affect Seller’s ability to convey the Property; (iii) To the best of Seller’s knowledge, there is no pending or threatened proceedings in condemnation, nor any written offer to purchase all or any part of the Property in lieu of condemnation nor any notice of other action by any governmental body, authority or agency that will in any way materially adversely affect the Property including, but not limited to, the size of, use of, construction on or access to the Property; (iv) Seller has not granted to any party any option or right of refusal or first opportunity to acquire any interest in any of the Property; (v) To the best of Seller’s knowledge, Seller has delivered or made available to Purchaser copies that are used by Seller in the ordinary course of business of all Documents that are in Seller’s possession or control and materially affect the ownership, use and operation of the Property as of the Effective Date or (as applicable under Section 6.6(b)) the Closing Date, including, without limitation, and subject to any new contracts entered into in accordance with Section 6.6 above, all service or maintenance contracts or other agreements that will be in effect with respect to the Property as of the Closing, and all Documents delivered by Seller or made available to Purchaser pursuant to this Agreement are true, correct and complete copies of the versions of such Documents that are in Seller’s possession; (vi) As of the Effective Date, there are no Leases in effect with respect to the Property except for that certain Lease by and between Seller, as landl...
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Representations Concerning the Property. To the best of City’s knowledge: (i) As of the date of this Agreement, there are no leases in effect with respect to the Property; (ii) As of the Effective Date, City has not received any written notice of any current or pending litigation against City that would, if determined adversely to City, materially and adversely affect Developer or the Property following Closing; and (iii) City has delivered or made available to Developer copies that are complete in all material respects of all Contracts that are in City’s possession or control and materially affect the ownership, use and operation of the Property.
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Representations Concerning the Property. TO THE EXTENT PERMITTED BY LAW, THE PROPERTY WILL BE SOLD AND CONVEYED "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY BY SELLER (EXCEPT TITLE WARRANTIES UNDER A SPECIAL WARRANTY DEED) AS TO CONDITION, ZONING, AVAILABLE LEASING PROSPECTS, SUITABILITY FOR FUTURE CONSTRUCTION OR OTHER MATTERS. BUYER ACKNOWLEDGES THAT BUYER HAS MADE (OR WILL MAKE DURING THE INSPECTION PERIOD DESCRIBED BELOW SUCH ON-SITE INSPECTIONS OF THE PROPERTY AS BUYER DEEMS NECESSARY TO SATISFY ITSELF WITH THE CONDITION OF THE PROPERTY. PROVIDED, HOWEVER, THAT BUYER REPRESENTS THAT IT HAS DISCLOSED TO SELLER ANY DEFECTS IN THE PROPERTY OF WHICH IT IS AWARE AND WILL DISCLOSE TO BUYER ANY DEFECTS IN THE PROPERTY OF WHICH IT BECOMES AWARE PRIOR TO THE END OF THE INSPECTION PERIOD.
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Representations Concerning the Property 
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Related to Representations Concerning the Property

  • Representations and Warranties Concerning the Purchaser As of the date hereof and as of the Closing Date, the Purchaser represents and warrants to the Mortgage Loan Seller as follows: (a) the Purchaser (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing as a foreign corporation to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Purchaser's business as presently conducted or on the Purchaser's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (b) the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (c) the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the articles of incorporation or by-laws of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (d) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby 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 state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; (e) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Mortgage Loan Seller, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); (f) there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser will be determined adversely to the Purchaser and will if determined adversely to the Purchaser materially and adversely affect the Purchaser's ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and (g) the Purchaser's Information (as defined in Section 13(b) hereof) does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

  • Representations and Warranties Concerning the Transaction (a) Representations and Warranties of the Seller (b) Representations and Warranties of the Buyer

  • Representations and Warranties Concerning the Mortgage Loans The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the representations and warranties made by the Seller in Section [____] and Section [____] of the Mortgage Loan Purchase Agreement concerning the Mortgage Loans and the right to enforce the remedies against the Seller provided in such Section [____] or Section [____] to the same extent as though such representations and warranties were made directly to the Indenture Trustee.

  • REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY The Company and Seller jointly and severally represent and warrant to the Purchaser that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5).

  • Representations and Warranties Concerning the Seller The Seller hereby represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows: (i) the Seller (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (b) is qualified and in good standing as a foreign corporation to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Seller's business as presently conducted or on the Seller's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) the Seller has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (iii) the execution and delivery by the Seller of this Agreement have been duly authorized by all necessary corporate action on the part of the Seller; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Seller or its properties or the articles of incorporation or by-laws of the Seller, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Seller's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (iv) the execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby 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 state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; (v) this Agreement has been duly executed and delivered by the Seller and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Seller enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); (vi) there are no actions, suits or proceedings pending or, to the knowledge of the Seller, threatened against the Seller, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Seller will be determined adversely to the Seller and will if determined adversely to the Seller materially and adversely affect the Seller's ability to enter into this Agreement or perform its obligations under this Agreement; and the Seller is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and (vii) immediately prior to the transfer and assignment to the Trustee, each Mortgage Note and each Mortgage were not subject to an assignment or pledge, and the Seller had good and marketable title to and was the sole owner thereof and had full right to transfer and sell such Mortgage Loan to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest.

  • Representations and Warranties Concerning the Depositor The Depositor hereby represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows: (i) the Depositor (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (b) is qualified and in good standing as a foreign corporation to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Depositor's business as presently conducted or on the Depositor's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) the Depositor has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; (iii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the articles of incorporation or by-laws of the Depositor, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Depositor's ability to enter into this Agreement and to consummate the transactions contemplated hereby; (iv) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby 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 state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; (v) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); (vi) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened against the Depositor, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect the Depositor's ability to enter into this Agreement or perform its obligations under this Agreement; and the Depositor is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and (vii) immediately prior to the transfer and assignment to the Trustee, each Mortgage Note and each Mortgage were not subject to an assignment or pledge, and the Depositor had good and marketable title to and was the sole owner thereof and had full right to transfer and sell such Mortgage Loan to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest.

  • Representations and Warranties Concerning Motor Vehicles If in the course of Performance or in any other way related to the Contract the Contractor at any time uses or operates “motor vehicles,” as that term is defined by Conn. Gen. Stat. §14-1 (including, but not limited to such services as snow plowing, sanding, hauling or delivery of materials, freight or merchandise, or the transportation of passengers), the Contractor, represents and warrants for itself and the Contractor Parties, that: (a) It is the owner of record or lessee of record of each such motor vehicle used in the Performance of the Contract, and each such motor vehicle is duly registered with the Connecticut Department of Motor Vehicles (“ConnDMV”) in accordance with the provisions of Chapter 246 of the Connecticut General Statutes. Each such registration shall be in valid status, and shall not be expired, suspended or revoked by ConnDMV , for any reason or cause. If such motor vehicle is not registered with ConnDMV, then it shall be duly registered with another state or commonwealth in accordance with such other state’s or commonwealth’s applicable statutes. Each such registration shall be in valid status, and shall not be expired, suspended or revoked by such other state or commonwealth for any reason or cause. (b) Each such motor vehicle shall be fully insured in accordance with the provisions of Sections 14-12b, 14-112 and 38a-371 of the Connecticut General Statutes, as amended, in the amounts required by the said sections or in such higher amounts as have been specified by ConnDMV as a condition for the award of the Contract, or in accordance with all substantially similar provisions imposed by the law of the jurisdiction where the motor vehicle is registered. (c) Each Contractor Party who uses or operates a motor vehicle at any time in the Performance of the Contract shall have and maintain a motor vehicle operator’s license or commercial driver’s license of the appropriate class for the motor vehicle being used or operated. Each such license shall bear the endorsement or endorsements required by the provisions of Section 14-36a of the Connecticut General Statutes, as amended, to operate such motor vehicle, or required by substantially similar provisions imposed by the law of another jurisdiction in which the operator is licensed to operate such motor vehicle. The license shall be in valid status, and shall not be expired, suspended or revoked by ConnDMV or such other jurisdiction for any reason or cause. (d) Each motor vehicle shall be in full compliance with all of the terms and conditions of all provisions of the Connecticut General Statutes and regulations, or those of the jurisdiction where the motor vehicle is registered, pertaining to the mechanical condition, equipment, marking and operation of motor vehicles of such type, class and weight, including, but not limited to, requirements for intrastate carriers with motor vehicles having a gross vehicle weight rating or gross combination weight rating or gross vehicle weight or gross combination weight of 18,001 pounds or more or interstate carriers with motor vehicles having a gross vehicle weight rating or gross combination weight rating or gross vehicle weight or gross combination weight of 10,001 pounds or more otherwise described by the provisions of Conn. Gen. Stat. § 14-163c(a) and all applicable provisions of the Federal Motor Carrier Safety Regulations, as set forth in Title 49, Parts 382 to 399, inclusive, of the Code of Federal Regulations. If the Contractor is a "motor carrier," as that term is defined in section 49 CFR Part 390, and the Contractor is subject to an order issued by the Federal Motor Carrier Safety Administration that prohibits such Contractor from operating or allowing the operation of a motor vehicle, then the Contractor shall comply fully with such order. In addition, if a motor vehicle or its operator is declared out of service pursuant to Conn. Gen. Stat. § 14-163c(d)(4), then the Contractor shall not operate or allow the operation of that motor vehicle and shall not allow the operator to operate a motor vehicle while the respective subject out-of-service order is in effect.

  • Concerning the Shares The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement)) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption, or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the Conversion Shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for the Conversion Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S UNDER SAID ACT, OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” The legend set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares without such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a) such Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation S, or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.

  • Representations and Warranties Concerning Collateral, Etc The Company further represents and warrants to the Secured Party as follows: (a) the Company is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse lien, except for the security interest created by this Agreement and the Permitted Liens, (b) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (c) the Company holds no commercial tort claim except as indicated on the Company's Perfection Certificate, (d) all other information set forth on the Company's Perfection Certificate pertaining to the Collateral is accurate and complete, and (e) there has been no change in any of such information since the date on which the Company's Perfection Certificate was signed by the Company.

  • Representations Correct The foregoing representations, warranties and agreements are true, correct and complete in all material respects, and shall survive any Put Closing and the issuance of the shares of Common Stock thereby.

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