Representations of Company. The Company represents as follows: (a) The Company (1) is a corporation duly incorporated and in good standing in the State and in all other states in which it owns property, (2) is duly qualified to transact business and is in good standing in the State, (3) is not in violation of any provision of its Articles of Incorporation or its By-laws, (4) has full corporate power to own its properties and conduct its business, (5) has full legal right, power and authority to enter into this Loan Agreement and consummate all transactions contemplated by this Loan Agreement and (6) by proper corporate action has duly authorized the execution and delivery of this Loan Agreement. (b) Neither the execution and delivery by the Company of this Loan Agreement nor the consummation by the Company of the transactions contemplated by this Loan Agreement conflicts with or will result in a breach of or default under the Articles of Incorporation or By-laws of the Company or the terms, conditions or provisions of any corporate restriction or any statute, order, rule, regulation, agreement or instrument to which the Company is a party or by which it is bound. (c) This Loan Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company in accordance with its terms, except to the extent that the enforcement thereof may be limited by laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles of general application affecting the rights and remedies of creditors and secured parties. (d) There is no litigation or proceeding pending, or to the knowledge of the Company after due inquiry threatened, against the Company, or affecting it, which could adversely affect the validity of this Loan Agreement or the ability of the Company to comply with its obligations under this Loan Agreement. (e) The information contained in the Tax Agreement and all other written information relating to the Project and the Prior Bonds provided by the Company to the Issuer and bond counsel for the Bonds is true and correct in all material respects. (f) Neither the Prior Indentures nor the Prior Agreements have been supplemented or amended.
Appears in 3 contracts
Samples: Loan Agreement (Union Electric Co), Loan Agreement (Union Electric Co), Loan Agreement (Union Electric Co)
Representations of Company. The Company hereby represents -------------------------- and warrants to the Manager as follows:
(a) The Company (1) It is a corporation duly incorporated organized, validly existing and in good standing in under the laws of the State and in of Delaware. It has all other states in which it owns property, (2) is duly qualified to transact business and is in good standing in the State, (3) is not in violation of any provision of its Articles of Incorporation or its By-laws, (4) has full necessary corporate power to own its properties and conduct its business, (5) has full legal right, power and authority and has taken all corporate action necessary to enter into this Loan Agreement and Agreement, to consummate all the transactions contemplated by this Loan Agreement hereby and (6) by proper corporate action has duly authorized the execution and delivery of this Loan Agreementto perform its obligations hereunder.
(b) This Agreement has been duly executed and delivered by it and is a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium, marshaling or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors generally and (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.
(c) Neither the execution and delivery by the Company it of this Loan Agreement Agreement, the performance by it of its obligations hereunder nor the consummation by of the Company transactions contemplated hereby will (i) with or without the giving of notice or the passage of time, or both, violate, or be in conflict with, or permit the termination of, or constitute a default under, or cause the acceleration of the maturity of, any agreement, debt or obligations of any nature of it or to which it is a party or bound; (ii) require the consent of any party to any agreement, instrument or commitment to which it is a party or to which it or its properties is bound; (iii) violate any statute or law or any judgment, decree, order, regulation or rule of any court, regulatory authority or other governmental authority to which it is subject; or (iv) result in the creation of any Lien on its assets, which in the case of (i), (ii), (iii), or (iv) would cause the transactions contemplated by this Loan Agreement conflicts with not to be consummated or will result in which would have a breach of material adverse effect on the business, financial condition or default under the Articles of Incorporation or By-laws operations of the Company or the terms, conditions or provisions of any corporate restriction or any statute, order, rule, regulation, agreement or instrument other party to which the Company is a party or by which it is bound.
(c) This Loan Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company in accordance with its terms, except to the extent that the enforcement thereof may be limited by laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles of general application affecting the rights and remedies of creditors and secured partiesthis Agreement.
(d) There is no litigation No consent, approval or proceeding pendingauthorization of, or declaration, filing or registration with, any regulatory authority or other governmental agency or authority is required to be made or obtained by it in connection with the knowledge execution, delivery and performance of this Agreement, the performance by it of its obligations hereunder or the consummation of the transactions contemplated hereby, the failure of which to have been made or obtained would have a material adverse effect on the ability of such party to perform its obligations hereunder, on the right, title or interest of the Company after due inquiry threatenedin the Equipment or on the business, against the Companyfinancial condition, or affecting it, which could adversely affect the validity operations of any party to this Loan Agreement or the ability of the Company to comply with its obligations under this Loan Agreement.
(e) The information contained in the Tax Agreement and all other written information relating to the Project and the Prior Bonds provided by the Company to the Issuer and bond counsel for the Bonds is true and correct in all material respects.
(f) Neither the Prior Indentures nor the Prior Agreements have been supplemented or amended.
Appears in 2 contracts
Samples: Operation, Maintenance, Servicing and Remarketing Agreement (General American Railcar Corp Ii), Operation, Maintenance, Servicing and Remarketing Agreement (General American Railcar Corp Ii)
Representations of Company. The Company represents as followsand warrants to the Purchasers that:
(a) The Company (1) is New Common Shares shall be freely transferable by the Purchasers without restriction. The New Common Shares shall not bear a corporation duly incorporated restricted legend under applicable Federal and in good standing in the State and in all other states in which it owns property, (2) is duly qualified to transact business and is in good standing in the State, (3) is not in violation of any provision of its Articles of Incorporation or its By-state securities laws, (4) has full corporate power to own its properties and conduct its business, (5) has full legal right, power and authority to enter into this Loan Agreement and consummate all transactions contemplated by this Loan Agreement and (6) by proper corporate action has duly authorized the execution and delivery of this Loan Agreement.
(b) Neither the execution and delivery by the Company of this Loan Agreement nor the consummation by the Company of the transactions contemplated by this Loan Agreement conflicts with or will result in a breach of or default under the Articles of Incorporation or By-laws of the Company or the terms, conditions or provisions of any corporate restriction or any statute, order, rule, regulation, agreement or instrument to which the Company is a party or by which it is bound.
(c) This Loan Agreement Amendment has been duly authorized, executed and delivered by the Company and constitutes the a legal, valid and binding obligation of the Company Company, enforceable in accordance with its termsterms (subject, except as to the extent that the enforcement thereof may be limited by laws relating enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws and equitable to general principles of general application equity).
(c) the Company’s execution, delivery and performance of this Amendment does not (i) violate or conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration, or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a debt of the Company or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, (ii) conflict with the Company’s certificate of incorporation or bylaws, (iii) conflict with, or result in a violation of any law, rule or regulation applicable to the Company, or any order or judgment of any court or other agency of government applicable to, or affecting the rights and remedies of creditors and secured partiesCompany.
(d) There is no litigation or proceeding pendingThe Company has filed all forms, or reports and documents (the “SEC Documents”) required to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the knowledge Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the Commission thereunder during the 12 month period ending on the date of this Amendment. Except as corrected by subsequent amendment, as of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to stated therein or necessary in order to make statements therein, in light of the circumstances under which they were made, not misleading. Except as corrected by subsequent amendment, as of their respective filing dates, the financial statements of the Company after due inquiry threatenedincluded in the SEC Documents complied as to form in all material respects with the applicable accounting requirements and the rules and regulations of the Commission thereunder and were prepared in accordance with generally accepted accounting principles and fairly presented, against in all material respects, the Company, or affecting it, which could adversely affect the validity of this Loan Agreement or the ability financial position of the Company as at the dates thereof and the results of operations and cash flows of the Company for the periods then ended (subject, in the case of unaudited statements, to comply with its obligations under this Loan Agreementnormal, recurring audit adjustments not material in scope or amount).
(e) The information contained New Common Shares are included in the Tax Agreement Company’s registration statement filed with the Commission Registration No. 333-137100 (the “Registration Statement.”). The Registration Statement covering the issuance of the New Common Shares was declared effective on February 14, 2007 by the Commission and all other written information relating neither the Commission nor any state regulatory authority has issued, or threatened to issue, any order preventing or suspending the use of the Registration Statement or the prospectus contained therein or has instituted or, to the Project and the Prior Bonds provided by the Company Company’s knowledge, threatened to the Issuer and bond counsel for the Bonds is true and correct in all material respectsinstitute any proceedings with respect to such an order.
(f) Neither No consent, approval, authorization or order of, or filing or registration with, any court, regulatory authority or other governmental agency or body or third party is required in connection with the Prior Indentures nor transactions contemplated herein.
(g) The Company hereby confirms that neither it nor, to its knowledge, any other person acting on its behalf has provided the Prior Agreements have been supplemented Purchaser or amendedits agents or counsel with any information that it believes constitutes or might constitute material, non-public information.
Appears in 2 contracts
Samples: Registration Rights Agreement (Spatialight Inc), Registration Rights Agreement (Spatialight Inc)
Representations of Company. The Company represents as follows:
(a) The Company (1) is a corporation duly incorporated and in good standing in the State and in all other states in which it owns propertystate of Delaware, (2) is duly qualified to transact business and is in good standing in the StateState and each other jurisdiction where its ownership or lease of property or the conduct of its business require such qualification, (3) is not in violation of any provision of its Articles certificate of Incorporation incorporation or its Byby-laws, (4) has full corporate power to own its properties and conduct its business, (5) has full legal right, power and authority to enter into this Loan Agreement and the Covenant Agreement and consummate all transactions contemplated by this Loan Agreement and the Covenant Agreement and (6) by proper corporate action has duly authorized the execution and delivery of this Loan Agreement and the Covenant Agreement.
(b) Neither the execution and delivery by the Company of this Loan Agreement or the Covenant Agreement nor the consummation by the Company of the transactions contemplated by this Loan Agreement and the Covenant Agreement conflicts with or with, will result in a breach of or default under or will result in the Articles imposition of Incorporation any lien on any property of the Company pursuant to the certificate of incorporation or Byby-laws of the Company or the terms, conditions or provisions of any corporate restriction or any statute, order, rule, regulation, indenture, agreement or instrument to which the Company is a party or by which it is bound.
(c) This Each of this Loan Agreement and the Covenant Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, 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 laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles of general application affecting the rights and remedies of creditors and secured parties.
(d) There is no litigation or proceeding pending, or to the knowledge of the Company after due inquiry threatened, against the Company, Company or affecting it, any Subsidiary which could adversely affect the validity of this Loan Agreement or the Covenant Agreement or the ability of the Company to comply with its obligations under this Loan AgreementAgreement or, except as identified on Schedule 2.2(d) attached hereto, which could have a material adverse effect on the financial position, results of operations, business, properties or prospects of the Company and its Subsidiaries taken as a whole.
(e) The information contained in the Tax Agreement Exemption Certificate and Agreement, the Project Certificate and all other written information relating to the Project and the Prior Bonds provided by the Company to the Issuer and bond counsel for the Bonds is true and correct in all material respects.
(f) Neither (i) The Financial Statements as of December 31, 1991, 1990 and 1989 and for each of the Prior Indentures nor the Prior Agreements three years then ended, reported on by Xxxxxx Xxxxxxxx & Co., copies of which have been supplemented delivered to the Initial Purchaser, fairly present, in all material respects, the financial position of the Company and its Subsidiaries as of such dates and the results of their operation and their cash flows for each of the three years then ended in conformity with GAAP; and (ii) the unaudited Financial Statements as of September 30, 1992 and September 30, 1991 and for the nine months then ended, copies of which have been delivered to the Initial Purchaser fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of such dates and the results of their operations and their cash flows for the periods then ended in conformity with GAAP (subject to normal year-end adjustments).
(g) Since December 31, 1991, there has been no material adverse change in the financial position, results of operations, business, properties or amendedprospects of the Company and its Subsidiaries taken as a whole.
(h) Except as otherwise disclosed in the Placement Memorandum or in Schedule 2.2(h) attached hereto, the Company and each Subsidiary is in compliance in all material respects with all Legal Requirements affecting the Company or such Subsidiary, and all material Governmental Approvals necessary for the use or occupancy of their respective properties or the conduct of their business have been obtained by the Company and its Subsidiaries and are in full force and effect.
(i) All properties and assets of the Company and each Subsidiary are owned by the Company or such Subsidiary free and clear of all liens, encumbrances, security interest and pledges except (i) liens for taxes not yet due or being contested in good faith and by appropriate proceedings for which adequate reserves with respect thereto are maintained on the books of the Company in accordance with GAAP; (ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings; (iii) easements, rights-of-way, restrictions and other similar encumbrances that do not materially impair the use or value of the properties or assets of the Company or such Subsidiary; (iv) liens in favor of the United States of America for amounts paid to the Company or any Subsidiary as progress payments under government contracts entered into by it; (v) liens described in the Financial Statements referred to in paragraph (f) above or otherwise disclosed to the Initial Purchaser in writing; and (vi) liens encumbrances, securities interest and pledges identified in Schedule 2.2(1) attached hereto.
(j) No condemnation or eminent domain proceeding has been commenced or, to the knowledge of the Company, is threatened against any material property of the Company or any Subsidiary.
(k) The information contained in the Placement Memorandum and any other written information furnished to the Initial Purchaser is true, correct and complete in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading. There is no fact that the Company has not disclosed to the Issuer, bond counsel for the Bonds and the Initial Purchaser in writing that materially and adversely affects or in the future may (so far as the Company can now reasonably foresee) materially and adversely affect the financial position, results of operations, business, properties or prospects of the Company and its Subsidiaries taken as a whole or the ability of the Company to perform its obligations under this Loan Agreement and the Covenant Agreement or any documents contemplated hereby or thereby.
(1) All representations of the Company contained herein or in any certificate or other instrument delivered by the Company in connection herewith shall survive the execution and delivery thereof and issuance, sale and delivery of the Bonds.
Appears in 1 contract
Samples: Loan Agreement (Exolon Esk Co)
Representations of Company. The Company hereby represents as followsand warrants to Purchaser that:
(a) The Company (1) is a corporation duly incorporated organized, validly existing and in good standing in under the laws of the State of New Jersey. The Delaware Corporation is a corporation duly organized, validly existing and in all other states in which it owns property, (2) is duly qualified to transact business and is in good standing in under the State, (3) is not in violation laws of any provision the State of its Articles of Incorporation or its By-laws, (4) has full corporate power to own its properties and conduct its business, (5) has full legal right, power and authority to enter into this Loan Agreement and consummate all transactions contemplated by this Loan Agreement and (6) by proper corporate action has duly authorized the execution and delivery of this Loan AgreementDelaware.
(b) Neither The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the approval of its shareholders with respect to the Share Exchange, to consummate the Transactions. The execution and delivery by the Company of this Loan Agreement nor and the consummation by the Company of the transactions contemplated Transactions have been duly authorized by this Loan Agreement conflicts with or will result in a breach of or default under all necessary corporate action on the Articles of Incorporation or By-laws part of the Company or Company, subject, in the termscase of the Share Exchange, conditions or provisions to receipt of any corporate restriction or any statute, order, rule, regulation, agreement or instrument to which the Company is a party or by which it is boundapproval of the Company's shareholders.
(c) This Loan Agreement The Company has been duly authorized, executed and delivered by the Company this Agreement to Purchaser and this Agreement constitutes the its legal, valid and binding obligation of the Company obligation, enforceable against it in accordance with its terms, except to the extent that the enforcement thereof enforceability may be limited by laws relating to bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and equitable by the effect of the principles of general application affecting the rights and remedies equity (regardless of creditors and secured partieswhether enforceability is considered in a proceeding in equity or at law).
(d) There is no litigation or proceeding pendingThe Company Board, or at a meeting duly called and held, and upon recommendation of the Special Committee, adopted resolutions (i) approving this Agreement, the Offer, the Share Exchange and the other Transactions, (ii) determining that the terms of the Offer and the Merger are fair, from a financial point of view, to the knowledge Company and its shareholders and that the Share Exchange and Merger are advisable and (iii) recommending that the shareholders of the Company after due inquiry threatened, against accept the Company, or affecting it, which could adversely affect Offer and tender their shares of Common Stock pursuant to the validity of Offer. No further corporate action is required by the Company Board in order for the Company to approve this Loan Agreement or the ability Transactions contemplated hereby. The Company has been advised by each of the members of the Special Committee that as of the date of this Agreement, each such person intends to tender all shares of Company Common Stock owned by such person pursuant to comply with its obligations under this Loan Agreementthe Offer.
(e) The information contained in Company has received from each member of the Tax Agreement and all other Special Committee written information relating to the Project and the Prior Bonds provided by resignations from their respective positions as directors of the Company and of the Delaware Corporation, with each resignation conditioned upon and to take effect only upon the Issuer occurrence of consummation of the Offer under circumstances in which the Minimum Tender Condition has been met and bond counsel for the Bonds is true and correct in all material respectsnot waived.
(f) Neither the Prior Indentures nor the Prior Agreements have been supplemented or amended.
Appears in 1 contract
Samples: Tender Offer and Support Agreement (Foodarama Supermarkets, Inc.)
Representations of Company. The Company hereby represents -------------------------- and warrants to the Holder as follows, that:
(a) 3.1.1 all Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein, in the Company's charter documents or under applicable federal and state securities laws.
3.1.2 to the Company's knowledge, there are no voting trusts, stockholder agreements, proxies or other agreements in effect which relate to voting or transfer of the Shares. The Shares are not and will not be, during the term of this Warrant, subject to any preemptive rights that have not been properly waived or complied with.
3.1.3 the Shares issuable upon the exercise in full of this Warrant have been, and at all times will be, duly and validly authorized and reserved.
3.1.4 subject to the accuracy of the Holder representations in Section 2.1 hereof, the offer, sale, and issuance of this Warrant and the issuance of the Shares in conformity with the terms of this Warrant, constitute transactions exempt from the registration requirements of Section 5 of the Act.
3.1.5 the Company (1) is a corporation duly incorporated organized and in good standing in validly existing under the laws of the State and in all other states in which it owns property, (2) is duly qualified to transact business of California and is in good standing under such laws. The Company has all requisite corporate power to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted; the Company is not qualified to do business as a foreign corporation in any jurisdiction; and such qualification is not presently required in any jurisdiction where a failure to so qualify would have a material adverse effect on the StateCompany.
3.1.6 all corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of this Warrant, the authorization, sale, issuance and delivery of the Shares pursuant hereto, and for the performance of the Company's obligations hereunder has been taken. This Warrant, when executed and delivered by the Company, will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to (3i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief, or other equitable remedies.
3.1.7 The Company is not in violation of any provision term of its Amended and Restated Articles of Incorporation or its By-lawsBylaws, (4) has full corporate power to own its properties and conduct its business, (5) has full legal right, power and authority to enter into this Loan Agreement and consummate all transactions contemplated by this Loan Agreement and (6) by proper corporate action has duly authorized the execution and delivery of this Loan Agreement.
(b) Neither the execution and delivery by the Company of this Loan Agreement nor the consummation by the Company of the transactions contemplated by this Loan Agreement conflicts with or will result in a breach of or default under the Articles of Incorporation or By-laws of the Company or the terms, conditions or provisions any material respect of any corporate restriction term or provision of any mortgage, indebtedness, indenture, contract, agreement, instrument, judgment, or decree, and to the best of its knowledge, is not in material violation of any order, statute, order, rule, regulationor regulation applicable to the Company. The execution, agreement or instrument to which delivery, and performance of and compliance with this Agreement and the Company is a party or by which it is bound.
(c) This Loan Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation issuance of the Company Securities, have not resulted and will not result in accordance with its terms, except to the extent that the enforcement thereof may be limited by laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles of general application affecting the rights and remedies of creditors and secured parties.
(di) There is no litigation or proceeding pendingany violation of, or to conflict with, or constitute a default under, any such term or result in the knowledge creation of any mortgage, pledge, lien, encumbrance, or charge upon any of the Company after due inquiry threatened, against properties or assets of the Company, or affecting it(ii) the suspension, which could adversely affect the validity revocation, impairment, forfeiture, or non-renewal of this Loan Agreement any material permit, license, authorization or the ability of the Company to comply with its obligations under this Loan Agreement.
(e) The information contained in the Tax Agreement and all other written information relating approval applicable to the Project and the Prior Bonds provided by the Company to the Issuer and bond counsel for the Bonds is true and correct in all material respectsCompany, its business or any of its properties or assets.
(f) Neither the Prior Indentures nor the Prior Agreements have been supplemented or amended.
Appears in 1 contract
Samples: Warrant Agreement (Oni Systems Corp)
Representations of Company. The Company represents makes the following representations as followsthe basis for the undertakings on the part of the Issuer herein contained:
(a) The Company (1) is a limited liability corporation duly incorporated organized under the laws of the State of Delaware and is in good standing in the State and in all other states in which it owns property, (2) is duly qualified to transact business and is in good standing in the State, (3) is not in violation of any provision of its Articles of Incorporation or its By-laws, (4) . The Company has full corporate the power to own its properties execute and conduct its business, (5) has full legal right, power deliver the Series 2004 Note and authority to enter into this Loan Agreement and consummate all transactions contemplated by this Loan Agreement and (6) by proper corporate action has duly authorized the execution and delivery of the Series 2004 Note and this Loan Agreement.. This Agreement and the Series 2004 Note are valid and legally binding obligations of the Company and are enforceable against the Company in accordance with their respective terms, except to the extent that the enforceability thereof may be limited (1) by bankruptcy, reorganization, or similar laws limiting the enforceability of creditors rights generally or (2) by the availability of any discretionary equitable remedies;
(b) The Company is not in violation of any provision of its articles of incorporation, its bylaws or any laws in any manner material to its ability to perform its obligations under this Agreement or the Series 2004 Note and has power to enter into this Agreement and the Series 2004 Note;
(c) The Project is described generally in Exhibit B attached hereto and will be located on the Project Site described in Exhibit A attached hereto;
(d) Neither the execution and delivery by the Company of this Loan Agreement nor or the Series 2004 Note, the consummation by the Company of the transactions contemplated by hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement or the Series 2004 Note, conflicts with or will result results in a breach of or default under the Articles of Incorporation or By-laws of the Company or the terms, conditions or provisions of any material corporate restriction or any statute, order, rule, regulation, agreement or instrument to which the Company is now a party or by which it it, or any of its property, is bound.
(c) This Loan Agreement has been duly authorized, executed and delivered by or constitutes a default under any of the Company and constitutes foregoing, or results in the legal, valid and binding obligation creation or imposition of any impermissible Lien upon any of the property or assets of the Company in accordance with its terms, except to under the extent that the enforcement thereof may be limited by laws relating to bankruptcy, insolvency, reorganization, moratorium terms of any such instrument or other similar laws and equitable principles of general application affecting the rights and remedies of creditors and secured parties.agreement;
(de) There is are no litigation or proceeding pendingpending or, or to the knowledge of the Company after due inquiry Company, threatened, against actions or proceedings before any court or administrative agency which are likely in any case or in the aggregate to materially adversely affect the financial condition or business or operations of the Company, or affecting it, which could adversely affect the validity of this Loan Agreement or the ability of nor is the Company aware of any facts or circumstances that would give rise to comply with its obligations under this Loan Agreement.any such actions or proceedings;
(ef) The All information contained in the Tax Agreement and all other written information relating to the Project and the Prior Bonds provided furnished by the Company to the Issuer and bond counsel for the purpose of approving the financing of the Project through the issuance and sale of the Series 2004 Bonds including, but not limited to, its application for financing is true true, accurate and correct complete in all material respectsrespects as of the date hereof and thereof.
(f) Neither the Prior Indentures nor the Prior Agreements have been supplemented or amended.
Appears in 1 contract
Representations of Company. The Company represents represents, warrants and covenants to and with the Seller as follows, and acknowledges that the Seller is relying upon such representations, warranties and covenants in entering into this Agreement and the transactions contemplated hereby:
(a) The Company (1) is a corporation duly incorporated organized, validly existing and in good standing in under the laws of the State of Nevada and in has all other states in which it owns property, (2) is duly qualified to transact business and is in good standing in the State, (3) is not in violation of any provision of its Articles of Incorporation or its By-laws, (4) has full requisite corporate power to own its properties and conduct its business, (5) has full legal right, power and authority to enter into own, lease and to carry on its business as now being conducted. The Company is not in default of any of the provisions of its articles of incorporation, by laws or any other organizational or governing documents of the Company;
(b) The Company has all requisite corporate power and authority to execute and deliver this Loan Agreement and the Transaction Documents to be signed by the Company and to perform all of its obligations hereunder and thereunder and to consummate all the transactions contemplated by this Loan Agreement hereby and (6) by proper corporate action has duly authorized the thereby. The execution and delivery of this Loan Agreement.
(b) Neither Agreement and each of the execution and delivery Transaction Documents to be signed by the Company of this Loan Agreement nor and the consummation by the Company of the transactions contemplated hereby and thereby have been, or prior to the Closing Date, will be, duly authorized by this Loan Agreement conflicts with the Company’s board of directors. No other corporate or will result in a breach of or default under shareholder proceedings on the Articles of Incorporation or By-laws part of the Company are or will be necessary to authorize such documents or to consummate the termstransactions contemplated hereby or thereby. This Agreement is, conditions and the other Transaction Documents to be executed by the Company, when executed and delivered as contemplated herein or provisions of any corporate restriction or any statutetherein, order, rule, regulation, agreement or instrument to which the Company is a party or by which it is bound.
(c) This Loan Agreement has been will be duly and validly authorized, executed and delivered by the Company delivered, and constitutes the legal, will be valid and binding obligation obligations of the Company enforceable in accordance with its their respective terms, except to the extent that the enforcement thereof (1) as may be limited by laws relating to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles of general application affecting the enforcement of creditors’ rights generally, (2) as may be limited by any applicable laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and remedies (3) as may be limited by public policy;
(c) The entering into of creditors this Agreement and secured parties.the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, will not result in the violation of any of the terms or provisions of the governing documents or bylaws of the Company or of any indenture, instrument or agreement, written or oral, to which the Company may be a party;
(d) There is no litigation The entering into of this Agreement and the consummation of the transactions contemplated hereby will not, to the best of the Company’s knowledge, result in the violation of any law or proceeding pendingregulation of the United States, or of any local government bylaw or ordinance to the knowledge of which the Company after due inquiry threatened, against or the Company, or affecting it, which could adversely affect the validity of this Loan Agreement or the ability of the Company to comply with its obligations under this Loan Agreement.
(e) The information contained in the Tax Agreement and all other written information relating to the Project and the Prior Bonds provided by the Company to the Issuer and bond counsel for the Bonds is true and correct in all material respects.
(f) Neither the Prior Indentures nor the Prior Agreements have been supplemented or amended.'s business may be subject;
Appears in 1 contract
Samples: Asset Purchase Agreement (Precious Investments, Inc.)
Representations of Company. The Company represents represents, warrants and covenants to and with the Vendor as follows, and acknowledges that the Vendor is relying upon such representations, warranties and covenants in entering into this Agreement and the transactions contemplated hereby:
(a) The Company (1) is a corporation duly incorporated organized, validly existing and in good standing in under the State laws of the Province of British Columbia and in has all other states in which it owns property, (2) is duly qualified to transact business and is in good standing in the State, (3) is not in violation of any provision of its Articles of Incorporation or its By-laws, (4) has full requisite corporate power to own its properties and conduct its business, (5) has full legal right, power and authority to enter into own, lease and to carry on its business as now being conducted. The Company is not in default of any of the provisions of its articles of incorporation, by laws or any other organizational or governing documents of the Company;
(b) The Company has all requisite corporate power and authority to execute and deliver this Loan Agreement and the Transaction Documents to be signed by the Company and to perform all of its obligations hereunder and thereunder and to consummate all the transactions contemplated by this Loan Agreement hereby and (6) by proper corporate action has duly authorized the thereby. The execution and delivery of this Loan Agreement.
(b) Neither Agreement and each of the execution and delivery Transaction Documents to be signed by the Company of this Loan Agreement nor and the consummation by the Company of the transactions contemplated hereby and thereby have been, or prior to the Closing Date, will be, duly authorized by this Loan Agreement conflicts with the Company’s board of directors. No other corporate or will result in a breach of or default under shareholder proceedings on the Articles of Incorporation or By-laws part of the Company are or will be necessary to authorize such documents or to consummate the termstransactions contemplated hereby or thereby. This Agreement is, conditions and the other Transaction Documents to be executed by the Company, when executed and delivered as contemplated herein or provisions of any corporate restriction or any statutetherein, order, rule, regulation, agreement or instrument to which the Company is a party or by which it is bound.
(c) This Loan Agreement has been will be duly and validly authorized, executed and delivered by the Company delivered, and constitutes the legal, will be valid and binding obligation obligations of the Company enforceable in accordance with its their respective terms, except to the extent that the enforcement thereof (1) as may be limited by laws relating to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles of general application affecting the enforcement of creditors’ rights generally, (2) as may be limited by any applicable laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and remedies (3) as may be limited by public policy;
(c) The entering into of creditors this Agreement and secured parties.the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, will not result in the violation of any of the terms or provisions of the constating documents or bylaws of the Company or of any indenture, instrument or agreement, written or oral, to which the Company may be a party;
(d) There is no litigation or proceeding pendingThe entering into of this Agreement and the consummation of the transactions contemplated hereby will not, or to the knowledge best of the Company’s knowledge, result in the violation of any law or regulation of the United States, Canada or the Province of British Columbia or of any local government bylaw or ordinance to which the Company after due inquiry threatened, against or the Company, or affecting it, which could adversely affect the validity of this Loan Agreement or the ability of the Company to comply with its obligations under this Loan Agreement.'s business may be subject;
(e) The information contained in the Tax Agreement and all other written information relating to the Project and the Prior Bonds provided by authorized capital of the Company to consists of an unlimited number of Common Shares, of which 7,806,661 shares are, as of the Issuer date of this Agreement, currently issued and bond counsel for the Bonds is true outstanding as fully paid and correct in all material respects.non-assessable;
(f) Neither No person has any agreement or option, including convertible securities, warrants, convertible obligations of any nature, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the Prior Indentures purchase, subscription, allotment or issuance of any of the unissued shares in the capital of the Company;
(g) Except for the Financing, the Company will not, without the prior written consent of the Vendor, issue any additional shares from and after the date hereof to the Closing Date or create any options, warrants or rights for any person to subscribe for any unissued shares in the capital of the Company;
(h) The Company’s Common Shares are registered with the SEC under Section 12(b) or 12(g) of the US Exchange Act and the Company has taken no action designed to, or which, to its knowledge, is likely to have the effect of, terminating the registration of the Company’s Common Stock under the US Exchange Act, nor has the Prior Agreements Company received any notification that the SEC is contemplating terminating such registration. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the US Securities Act and the US Exchange Act, including pursuant to Section 13(a) or 15(d) of the US Exchange Act, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the forgoing collectively being the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the US Securities Act and the US Exchange Act, as applicable and as in effect on the date of filing of such SEC Reports, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except to the extent amended by an amendment to such SEC Report (an “Amended SEC Report”) in which case, the forgoing representations and warranties shall be true and correct as of the date of filing of the Amended SEC Report;
(i) The Company Financial Statements were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods covered thereby, and fairly present the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of the Company as at the date thereof. There will not be, prior to Closing, any material increase in the liabilities of the Company has presented in the most recent Company Financial Statements;
(j) The Company has good and marketable title to its properties and assets as set out in the most recent Company Financial Statements and such properties and assets are not subject to Encumbrances of any nature whatsoever or howsoever arising;
(k) There are no material liabilities of the Company of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which the Company may become liable on or after the consummation of the transaction contemplated by this Agreement, other than liabilities that are reflected on the most recent Company Financial Statements or liabilities incurred in the ordinary course of business and attributable to the period since the date of the most recent Company Financial Statements, none of which has been materially adverse to the nature of the Company's business, results of operations, assets, financial condition or manner of conducting the Company's business;
(l) Except as set forth in the Company Financial Statements, the Company is not indebted to any of its directors or officers nor are any of the Company's directors or officers indebted to the Company;
(m) There have been supplemented no material adverse changes in the financial position or amended.condition of the Company or damage, loss or destruction materially affecting the business or property of the Company since the date of the most recent Company Unaudited Financial Statements except has been disclosed by the Company in its Current Reports on Form 8-K filed with the SEC;
(n) The Company has made full disclosure to the Vendor of all material aspects of the Company's business as currently conducted by it, and has made all of its books and records available to the representatives of the Vendor in order to assist the Vendor in the performance of its due diligence searches and no material facts in relation to the Company's business have been concealed by the Company;
(o) The Company is not a party to or bound by any agreement or guarantee, warranty, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other Person;
(p) There are no actions, suits or proceedings (whether or not purportedly on behalf of the Company), pending or threatened against or affecting the Company or affecting the Company's business, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign and the Company is not aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success;
(q) The execution, delivery and performance of this Agreement by the Company will not result in any violation of, or be in conflict with or constitute a default under (i) any judgment, decree, or order of any court, arbitrator or other governmental authority, or (ii) any statute, regulation, rule, ordinance or license of any governmental authority, including, without limitation, all foreign, federal, state and local laws applicable to the Company;
(r) The directors and officers of the Company are as follows: Name Position Xxxxxx Xx Xxxxx Chief Executive Officer, Chief Financial Officer, President, Treasurer and Director Xxxxxx Xxxxxx Director (s) The Company’s Common Shares are quoted on the OTCQB Platform maintained by OTC Markets Group Inc., and the Company is not in breach of any regulation, by-law or policy of, or any of the terms and conditions of its quotation on the OTQB applicable to the Company or its operations;
Appears in 1 contract
Samples: Software Purchase Agreement (Corecomm Solutions Inc.)
Representations of Company. The Company represents as follows:
(a) The Company (1) that it is a corporation duly incorporated and existing in good standing in under the laws of the State of Minnesota and in has all other states in which it owns property, (2) requisite corporate authority to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to transact do business and is in good standing in every jurisdiction in which the State, (3) is not nature of the business conducted or property owned by it makes such qualification necessary in violation of any provision of its Articles of Incorporation or its By-laws, (4) such jurisdiction. The Company has full the requisite corporate power to own its properties and conduct its business, (5) has full legal right, power and authority to enter into and perform its obligations under this Loan Agreement, and to issue the Shares. The Company’s signatory has full authority to execute this Agreement in behalf of the Company and consummate all transactions contemplated by this Loan Agreement and (6) by proper corporate action has duly authorized bind the execution Company to the terms herein. The execution, issuance and delivery of this Loan Agreement.
(b) Neither the execution and delivery Agreement by the Company of this Loan Agreement nor and the consummation by the Company it of the transactions contemplated hereby have been duly authorized by this Loan Agreement conflicts with all necessary corporate action and no further consent or will result in a breach of or default under the Articles of Incorporation or By-laws authorization of the Company or the terms, conditions or provisions of any corporate restriction or any statute, order, rule, regulation, agreement or instrument to which the Company Board is a party or by which it is bound.
(c) necessary. This Loan Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its terms, except terms subject to the extent that the enforcement thereof may be limited by laws relating to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application affecting application. When issued, the rights Shares will be duly and remedies validly issued, fully paid, and non-assessable. The execution, delivery and performance of creditors this Agreement by the Company and secured parties.
the issuance of the Shares, do not and will not (di) There is no litigation result in a violation of the Company’s Certificate of Incorporation or proceeding pendingBy-Laws or (ii) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, patent, patent license, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar agreement to which the Company is a party, or (iii) to the best of its knowledge result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company after due inquiry threatened, against the Company, is bound or affecting it, which could adversely affect the validity of this Loan Agreement or the ability of the Company to comply with its obligations under this Loan Agreementaffected.
(e) The information contained in the Tax Agreement and all other written information relating to the Project and the Prior Bonds provided by the Company to the Issuer and bond counsel for the Bonds is true and correct in all material respects.
(f) Neither the Prior Indentures nor the Prior Agreements have been supplemented or amended.
Appears in 1 contract
Representations of Company. The Company represents represents, warrants and covenants to and with the Seller as follows, and acknowledges that the Seller is relying upon such representations, warranties and covenants in entering into this Agreement and the transactions contemplated hereby:
(a) The Company (1) is a corporation duly incorporated organized, validly existing and in good standing in under the laws of the State of Nevada and in has all other states in which it owns property, (2) is duly qualified to transact business and is in good standing in the State, (3) is not in violation of any provision of its Articles of Incorporation or its By-laws, (4) has full requisite corporate power to own its properties and conduct its business, (5) has full legal right, power and authority to enter into own, lease and to carry on its business as now being conducted. The Company is not in default of any of the provisions of its articles of incorporation, by laws or any other organizational or governing documents of the Company;
(b) The Company has all requisite corporate power and authority to execute and deliver this Loan Agreement and the Transaction Documents to be signed by the Company and to perform all of its obligations hereunder and thereunder and to consummate all the transactions contemplated by this Loan Agreement hereby and (6) by proper corporate action has duly authorized the thereby. The execution and delivery of this Loan Agreement.
(b) Neither Agreement and each of the execution and delivery Transaction Documents to be signed by the Company of this Loan Agreement nor and the consummation by the Company of the transactions contemplated hereby and thereby have been, or prior to the Closing Date, will be, duly authorized by this Loan Agreement conflicts with the Company’s board of directors. No other corporate or will result in a breach of or default under shareholder proceedings on the Articles of Incorporation or By-laws part of the Company are or will be necessary to authorize such documents or to consummate the termstransactions contemplated hereby or thereby. This Agreement is, conditions and the other Transaction Documents to be executed by the Company, when executed and delivered as contemplated herein or provisions of any corporate restriction or any statutetherein, order, rule, regulation, agreement or instrument to which the Company is a party or by which it is bound.
(c) This Loan Agreement has been will be duly and validly authorized, executed and delivered by the Company delivered, and constitutes the legal, will be valid and binding obligation obligations of the Company enforceable in accordance with its their respective terms, except to the extent that the enforcement thereof (1) as may be limited by laws relating to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles of general application affecting the enforcement of creditors’ rights generally, (2) as may be limited by any applicable laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and remedies (3) as may be limited by public policy;
(c) The entering into of creditors this Agreement and secured parties.the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, will not result in the violation of any of the terms or provisions of the constating documents or bylaws of the Company or of any indenture, instrument or agreement, written or oral, to which the Company may be a party;
(d) There is no litigation The entering into of this Agreement and the consummation of the transactions contemplated hereby will not, to the best of the Company’s knowledge, result in the violation of any law or proceeding pendingregulation of the United States, or of any local government bylaw or ordinance to the knowledge of which the Company after due inquiry threatened, against or the Company, or affecting it, which could adversely affect the validity of this Loan Agreement or the ability of the Company to comply with its obligations under this Loan Agreement.
(e) The information contained in the Tax Agreement and all other written information relating to the Project and the Prior Bonds provided by the Company to the Issuer and bond counsel for the Bonds is true and correct in all material respects.
(f) Neither the Prior Indentures nor the Prior Agreements have been supplemented or amended.'s business may be subject;
Appears in 1 contract
Representations of Company. The Company represents makes the following representations as followsthe basis for the issuance by the Issuer of the Bonds and the undertakings on the part of the Issuer herein contained:
(a) The Company (1) is a corporation duly incorporated and under the laws of the State of California is in good standing in the State and in all other states in which it owns property, (2) is duly qualified to transact business and is in good standing in the State, (3) is not in violation of any provision of its Articles of Incorporation or its By-laws, (4) has full corporate power to own its properties and conduct its business, (5) has full legal right, power and authority to enter into this the Loan Agreement Documents, and consummate all transactions contemplated by this Loan Agreement and (6) by proper corporate action has duly authorized the execution and delivery of the Loan Documents, and as to the Company, the Loan Documents are valid and legally binding and enforceable in accordance with their respective terms, except to the extent the enforceability thereof may be limited (i) by bankruptcy, reorganization, or similar laws limiting the enforceability of creditors' rights generally or (ii) by the availability of any discretionary equitable remedies.
(b) The Company is not in violation of any provision of its certificate of incorporation, its bylaws or any laws in any manner material to its ability to perform its obligations under the Loan Documents, has power to enter into the Loan Documents and has duly authorized the execution and delivery of the Loan Documents by proper corporate action.
(c) The Project consists of (1) the acquisition of certain real property and the construction of a Building as more particularly described in Exhibit A to this Loan Agreement and in the Plans and Specifications, and (2) the acquisition and installation of Equipment as more particularly described in Exhibit C to this Agreement.
(bd) The estimated Cost of the Project exceeds the principal amount of the Loan.
(e) The Company is engaged in the building products industry and other permissible products under the Act.
(f) That as a result of the construction of the Project, the Company will provide gainful employment opportunities to the residents of the State. The Company has been advised by the Issuer that it is an eligible company as defined in the Act.
(g) Neither the execution and delivery by of the Company of this Loan Agreement nor Documents, the consummation by the Company of the transactions contemplated by this hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of the Loan Agreement Documents, conflicts with or will result results in a breach of or default under the Articles of Incorporation or By-laws of the Company or the terms, conditions or provisions of any corporate restriction or any statute, order, rule, regulation, agreement or instrument to which the Company is now a party or by which it it, or any of its property, is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any impermissible Lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreement.
(ch) This Each of the Guarantors is duly organized and existing under the laws of the jurisdiction of its incorporation, has full and adequate corporate power to carry on its business as now conducted and is duly licensed or qualified to do business in all jurisdictions where failure to be so licensed or qualified would have a material adverse effect on the Guarantors' business or financial condition.
(i) Neither the Company nor either of the Guarantors is a party to any agreement, note, indenture or other instrument binding upon it which contains a provision prohibiting the creation of a Lien upon any of its property or assets, other than this Agreement, the Bank Loan Agreement Agreement, the loan agreement currently in effect between Xxxxxxx and Xxxxx Fargo Bank, N.A., and the other Loan Documents.
(j) The Company and each of its Affiliates has filed or caused to be filed all tax returns that to its knowledge are required to be filed (except for returns not yet due), and has paid all taxes shown to be due and payable on said returns and all other taxes, impositions, assessments, fees or other charges imposed on it by governmental authority, agency or instrumentality, prior to any delinquency with respect thereto (other than taxes, impositions, assessments, fees, and charges currently being contested in good faith by appropriate proceedings, for which appropriate amounts have been duly authorizedreserved).
(k) Neither the business nor the properties of the Company or either Guarantor are presently affected by any fire, executed explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God, or other casualty (whether nor not covered by insurance) materially and delivered adversely affecting such business or properties or the operation of the Company or either Guarantor.
(l) All information furnished by the Company to the Issuer and constitutes the legalPurchaser for the purpose of approving the Project and the financing of the Loan through the issuance and sale of the Bonds including, valid but not limited to, its application for the Loan is true, accurate and binding obligation complete in all material respects as of the date hereof and thereof.
(m) The Loan is not being made to finance any existing debt except for the repayment of existing debt which qualifies as a Cost of the Project, or any costs, expenses or other obligations incurred by the Company or any other Person on behalf of the Company in accordance with its termsprior to October 15, except to the extent that the enforcement thereof may be limited by laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles of general application affecting the rights and remedies of creditors and secured parties1997.
(dn) There is are no litigation suits or proceeding pending, proceedings pending or to the knowledge of the Company after due inquiry threatened, threatened against or affecting the Company, which, if adversely determined, would have a material adverse effect on the financial condition or affecting itbusiness or operations of the Company, which could adversely affect and there are no proceedings by or before any governmental commission, board, bureau or other administrative agency pending or to the validity of this Loan Agreement or the ability knowledge of the Company to comply with its obligations under this Loan Agreementthreatened against or affecting the Company which, if adversely determined, would have a material adverse effect on the financial condition or business or operations of the Company.
(eo) The information contained Company and each Affiliate is in the Tax Agreement and all other written information relating to the Project and the Prior Bonds provided by the Company to the Issuer and bond counsel for the Bonds is true and correct substantial compliance in all material respectsrespects with all applicable provisions of ERISA.
(fp) Neither The Company acknowledges the Prior Indentures nor terms and provisions of the Prior Agreements have been supplemented Indenture and will comply with such terms of the Indenture to the extent that such terms and provisions are applicable to the Company.
(q) No material advance change has occurred in the financial condition, operation, business or amendedprospects of the Company and its Affiliates since March 31, 1998.
Appears in 1 contract
Representations of Company. The Company represents represents, warrants and covenants to and with the Vendors as follows, and acknowledges that the Vendors are relying upon such representations, warranties and covenants in entering into this Agreement and the transactions contemplated hereby:
(a) The Company (1) is a corporation duly incorporated organized, validly existing and in good standing in under the laws of the State of Nevada and in has all other states in which it owns property, (2) is duly qualified to transact business and is in good standing in the State, (3) is not in violation of any provision of its Articles of Incorporation or its By-laws, (4) has full requisite corporate power to own its properties and conduct its business, (5) has full legal right, power and authority to enter into own, lease and to carry on its business as now being conducted. The Company is not in default of any of the provisions of its articles of incorporation, by laws or any other organizational or governing documents of the Company.
(b) The Company has all requisite corporate power and authority to execute and deliver this Loan Agreement and the Transaction Documents to be signed by the Company and to perform all of its obligations hereunder and thereunder and to consummate all the transactions contemplated by this Loan Agreement hereby and (6) by proper corporate action has duly authorized the thereby. The execution and delivery of this Loan Agreement.
(b) Neither Agreement and each of the execution and delivery Transaction Documents to be signed by the Company of this Loan Agreement nor and the consummation by the Company of the transactions contemplated hereby and thereby have been, or prior to the Closing Date, will be, duly authorized by this Loan Agreement conflicts with the Company’s board of directors. No other corporate or will result in a breach of or default under shareholder proceedings on the Articles of Incorporation or By-laws part of the Company are or will be necessary to authorize such documents or to consummate the termstransactions contemplated hereby or thereby. This Agreement is, conditions and the other Transaction Documents to be executed by the Company, when executed and delivered as contemplated herein or provisions of any corporate restriction or any statutetherein, order, rule, regulation, agreement or instrument to which the Company is a party or by which it is bound.
(c) This Loan Agreement has been will be duly and validly authorized, executed and delivered by the Company delivered, and constitutes the legal, will be valid and binding obligation obligations of the Company enforceable in accordance with its their respective terms, except to the extent that the enforcement thereof (1) as may be limited by laws relating to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles of general application affecting the enforcement of creditors’ rights generally, (2) as may be limited by any applicable laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and remedies (3) as may be limited by public policy
(c) The entering into of creditors this Agreement and secured partiesthe Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, will not result in the violation of any of the terms or provisions of the constating documents or bylaws of the Company or of any indenture, instrument or agreement, written or oral, to which the Company may be a party.
(d) There is no litigation or proceeding pendingThe entering into of this Agreement and the consummation of the transactions contemplated hereby will not, or to the knowledge best of the Company’s knowledge, result in the violation of any law or regulation of the United States or the State of Nevada or of any local government bylaw or ordinance to which the Company after due inquiry threatened, against or the Company, or affecting it, which could adversely affect the validity of this Loan Agreement or the ability of the Company to comply with its obligations under this Loan Agreement's business may be subject.
(e) The information contained in authorized capital of the Tax Agreement Purchaser consists of 300,000,000 shares of Common Stock, of which 31,000,000 shares are, as of the date of this Agreement, currently issued and all other written information relating to outstanding as fully paid and non-assessable. The Company has not issued any capital stock since its most recently filed periodic report under the Project and the Prior Bonds provided by the Company to the Issuer and bond counsel for the Bonds is true and correct in all material respectsUS Exchange Act.
(f) Neither No person has any agreement or option, including convertible securities, warrants, convertible obligations of any nature, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the Prior Indentures purchase, subscription, allotment or issuance of any of the unissued shares in the capital of the Company.
(g) The Company will not, without the prior written consent of the Vendors, issue any additional shares from and after the date hereof to the Closing Date or create any options, warrants or rights for any person to subscribe for any unissued shares in the capital of the Company.
(h) The Company’s Common Stock is registered with the SEC under Section 12(b) or 12(g) of the US Exchange Act and the Company has taken no action designed to, or which, to its knowledge, is likely to have the effect of, terminating the registration of the Company’s Common Stock under the US Exchange Act, nor has the Prior Agreements Company received any notification that the SEC is contemplating terminating such registration. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the US Securities Act and the US Exchange Act, including pursuant to Section 13(a) or 15(d) of the US Exchange Act, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the forgoing collectively being the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the US Securities Act and the US Exchange Act, as applicable and as in effect on the date of filing of such SEC Reports, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except to the extent amended by an amendment to such SEC Report (an “Amended SEC Report”) in which case, the forgoing representations and warranties shall be true and correct as of the date of filing of the Amended SEC Report.
(i) The Company Financial Statements were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods covered thereby, and fairly present the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of the Company as at the date thereof. There will not be, prior to Closing, any material increase in the liabilities of the Company has presented in the most recent Company Financial Statements.
(j) The Company has good and marketable title to its properties and assets as set out in the most recent Company Financial Statements and such properties and assets are not subject to Encumbrances of any nature whatsoever or howsoever arising.
(k) There are no material liabilities of the Company of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which the Company may become liable on or after the consummation of the transaction contemplated by this Agreement, other than liabilities that are reflected on the most recent Company Financial Statements or liabilities incurred in the ordinary course of business and attributable to the period since the date of the most recent Company Financial Statements, none of which has been materially adverse to the nature of the Company's business, results of operations, assets, financial condition or manner of conducting the Company's business.
(l) The Company is not indebted to any of its directors or officers nor are any of the Company's directors or officers indebted to the Company.
(m) There have been supplemented no material adverse changes in the financial position or amendedcondition of the Company or damage, loss or destruction materially affecting the business or property of the Company since the date of the most recent Company Unaudited Financial Statements except has been disclosed by the Company in its Current Reports on Form 8-K filed with the SEC.
(n) The Company has made full disclosure to the Vendors of all material aspects of the Company's business as currently conducted by it, and has made all of its books and records available to the representatives of the Vendors in order to assist the Vendors in the performance of its due diligence searches and no material facts in relation to the Company's business have been concealed by the Company.
(o) The Company is not a party to or bound by any agreement or guarantee, warranty, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other Person.
(p) There are no actions, suits or proceedings (whether or not purportedly on behalf of the Company), pending or threatened against or affecting the Company or affecting the Company's business, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign and the Company is not aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success.
(q) The execution, delivery and performance of this Agreement by the Company will not result in any violation of, or be in conflict with or constitute a default under (i) any judgment, decree, or order of any court, arbitrator or other governmental authority, or (ii) any statute, regulation, rule, ordinance or license of any governmental authority, including, without limitation, all foreign, federal, state and local laws applicable to the Company.
(r) The sole directors and officers of the Company are as follows: Name Position Xxxxx X. XxXxxxxx Chief Executive Officer, Chief Financial Officer, President, Treasurer and Sole Director
(s) The Company’s Common Stock is quoted on the OTC Bulletin Board and the OTC Pink Sheets marketplace maintained by OTC Markets Group Inc., and the Company is not in breach of any regulation, by-law or policy of, or any of the terms and conditions of its quotation on, the OTC Bulletin Board or the OTC Pink Sheets applicable to the Company or its operations.
(t) The Company does not currently have any employees and is not party to any collective agreements with any labour unions or other association of employees.
(u) The Company has no contracts with any officers, directors, accountants, lawyers or others which cannot be terminated with not more than one month's notice.
(v) The Company does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations and will not, prior to Closing, acquire, or agree to acquire, any subsidiary or business without the prior written consent of the Vendors.
(w) The business of the Company is now being, and until Closing, will be, carried on in the ordinary and normal course and the Company will not enter into any material transactions prior to Closing without the prior written consent of the Vendors.
(x) No capital expenditures in excess of $5,000 have been made or authorized by the Company since the date of the most recent Company Financial Statements and no capital expenditures in excess of $5,000 will be made or authorized by the Company after the date hereof and up to the Closing Date without the prior written consent of the Vendors.
(y) The corporate charter, articles of incorporation and bylaws, and any other constating documents, of the Company in effect with the appropriate corporate authorities as at the date of this Agreement will not be materially changed prior to Closing.
(z) The Principal Shares are registered in the name of the Principal Shareholder and, to the best of the Company’s knowledge, after reasonable investigation, the Principal Shareholder is the beneficial and recorded owner of the Principal Shares, with good and marketable title thereto, free and clear of all Encumbrances whatsoever.
(aa) The Principal Shares are validly issued, fully paid and non-assessable share in the Company’s Common Stock.
Appears in 1 contract
Representations of Company. The Company represents, and each Subsidiary Borrower (if any) represents as to itself, as follows:
(a) The Company (1) Each Borrower has been duly organized and is a corporation duly incorporated and validly existing and, if applicable, in good standing in under the State and in all other states in which it owns property, (2) is duly qualified to transact business and is in good standing in laws of the State, (3) is not in violation of any provision jurisdiction of its Articles of Incorporation or organization, and each Borrower has all requisite power and authority to conduct its By-lawsbusiness, (4) has full corporate power to own its properties and conduct to execute, deliver and perform its business, (5) has full legal right, power and authority to enter into obligations under this Loan Agreement and consummate all transactions contemplated by this Loan Agreement and (6) by proper corporate action has duly authorized the execution and delivery of this Loan Agreement.
(b) Neither the execution The execution, delivery and delivery performance by each Borrower of this Agreement (i) has been duly authorized by all necessary corporate action and (ii) does not and will not violate any provision of any law or regulation, or contractual or corporate restrictions, in each case, binding on such Borrower and material to the Company of this Loan Agreement nor and its Subsidiaries, taken as a whole (except to the consummation by the Company of the transactions contemplated by this Loan Agreement conflicts with or will result in extent such violation would not reasonably be expected to have a breach of or default under the Articles of Incorporation or By-laws of the Company or the terms, conditions or provisions of any corporate restriction or any statute, order, rule, regulation, agreement or instrument to which the Company is a party or by which it is boundMaterial Adverse Effect).
(c) This Loan Agreement has been duly authorized, executed and delivered by the Company and constitutes the a legal, valid and binding obligation of the Company each Borrower, enforceable in accordance with its terms, except subject however to (i) the extent that the enforcement thereof may be limited by laws relating to exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, moratorium or and other similar laws and equitable principles of general application affecting the creditors’ rights and remedies of creditors and secured partiesheretofore or hereafter enacted.
(d) There is The proceeds of the Loans made to the Borrowers shall not be used for a purpose which violates Regulation U.
(e) As of the date hereof, no litigation litigation, investigation or proceeding pendingof or before any arbitrator or Governmental Authority is pending against any Borrower or, to the knowledge of the Borrowers, threatened by or against, the Company or any Subsidiary or against any of their respective properties or revenues (i) with respect to this Agreement or any of the transactions contemplated hereby or (ii) that could reasonably be expected to have a Material Adverse Effect.
(i) The consolidated balance sheet of the Company (as a carve-out business of the General Electric Company) and its statements of income, stockholders equity and cash flows as of and for the fiscal year ended December 31, 2023, reported on by Deloitte & Touche LLP, independent public accountants, or other independent certified public accountants of nationally recognized standing, as filed with the Securities and Exchange Commission, present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP; and (ii) since December 31, 2023, to the date hereof, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company and its Subsidiaries, taken as a whole.
(g) The Company maintains in effect policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Company and its Subsidiaries and, to the knowledge of the Company, their respective directors, officers, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Company or any Subsidiary nor, to the knowledge of the Company after due inquiry threatenedor such Subsidiary, against any of their respective directors, officers or employees or any of their respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No part of the proceeds of the Loans or the Transactions will be used by the Company in violation of Anti-Corruption Laws or applicable Sanctions.
(h) The Company maintains in effect policies and procedures reasonably designed to ensure compliance by the Company, or affecting itits Subsidiaries and their respective directors, which could adversely affect officers, employees and agents with the validity of this Loan Agreement or the ability Anti-Money Laundering Laws. The operations of the Company and its Subsidiaries are in compliance in all material respects with the Bank Secrecy Act and implementing regulations, to comply with the extent applicable, and the applicable anti-money laundering statutes of jurisdictions where the Company and its obligations under this Loan AgreementSubsidiaries conduct business, and the rules and regulations thereunder (collectively, the “Anti-Money Laundering Laws”).
(ei) The information contained Except, in each case, as would not reasonably be expected to have a Material Adverse Effect, (i) the Tax Agreement Plan is in compliance with the applicable provisions of ERISA, the Code and all other written information relating applicable federal or state laws, (ii) there are no pending or, to the Project and knowledge of the Prior Bonds provided Borrowers, threatened claims, actions or lawsuits, or action by the Company any Governmental Authority, with respect to the Issuer Plan, and bond counsel for the Bonds is true and correct in all material respects(iii) no ERISA Event has occurred.
(fj) Neither Except as which would not otherwise have a Material Adverse Effect, to the Prior Indentures nor knowledge of the Prior Agreements have been supplemented Borrowers, the Borrowers are in compliance with all Environmental Laws, which compliance includes obtaining, maintaining and complying with all permits, licenses and other authorizations required by such Environmental Laws. This paragraph (j) shall constitute the sole and exclusive representation and warranty regarding environmental matters, including those under or related to Environmental Laws.
(k) No Borrower is required to be registered as an “investment company” as defined in the Investment Company Act of 1940, as amended.
(l) No Borrower is an Affected Financial Institution.
Appears in 1 contract
Representations of Company. The Company represents as follows:
(a) The Company (1i) is a corporation general partnership duly incorporated and in good standing in organized under the State and in all other states in which it owns propertylaws of the Commonwealth, (2) is duly qualified to transact business and is in good standing in the State, (3) is not in violation of any provision of its Articles of Incorporation or its By-laws, (4ii) has full corporate power to own its properties and conduct its business, (5iii) has full legal right, power and authority to enter into this Loan Agreement and to consummate all the transactions contemplated by this Loan Agreement Agreement, the Assignment and the Fifth Supplemental Lease, (6iv) by proper corporate action has duly authorized the execution and delivery of this Loan Agreement, the Assignment and the Fifth Supplemental Lease, and (v) had and continues to have full legal right, power and authority to enter into and to consummate the transactions contemplated by the Lease.
(b) Neither the The execution and delivery by the Company of this Loan Agreement nor of, and the consummation by the Company of the transactions contemplated by by, this Loan Agreement conflicts with Agreement, the Assignment or the Fifth Supplemental Lease will not conflict with, result in a breach of or default under or result in the Articles imposition of Incorporation or By-laws any lien on any property of the Company or pursuant to the terms, conditions or provisions of any corporate restriction or any statute, order, rule, regulation, agreement or instrument to which the Company is a party or by which it is bound.
(c) This Each of this Loan Agreement Agreement, the Assignment and the Fifth Supplemental Lease has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except subject to the extent that the enforcement thereof may be limited by laws relating to applicable bankruptcy, insolvency, reorganization, moratorium or other reorganization and similar laws and equitable principles of general application applicability relating to or affecting creditors' rights generally and subject to the rights and remedies availability of creditors and secured partiesequitable remedies.
(d) There is no litigation or proceeding pending, or to the knowledge of the Company after due inquiry threatened, against the Company, or affecting it, which could adversely affect the validity of this Loan Agreement Agreement, the Assignment or the Lease or the ability of the Company to comply with its obligations under this Loan Agreementthem.
(e) The information contained in the Tax Agreement and all other written information relating to the Project and the Prior Bonds provided by the Company to the Issuer and bond counsel for the Bonds is true and correct in all material respects.
(f) Neither The Project consists and will consist of the Prior Indentures nor facilities described in Exhibit A, and no changes will be made in the Prior Agreements have been supplemented or amendedProject except as permitted by Section 3.2.
Appears in 1 contract
Samples: Loan Agreement (Brinks Co)
Representations of Company. The Company represents, and each of the Subsidiary Borrowers represents as to itself, as follows:
(a) The Company Each Borrower has been duly organized or incorporated (1as applicable) and is a corporation duly incorporated and validly existing and, if applicable, in good standing in under the State and in all other states in which it owns property, (2) is duly qualified to transact business and is in good standing in laws of the State, (3) is not in violation of any provision jurisdiction of its Articles of Incorporation organization or incorporated (as applicable), and each Borrower has all requisite power and authority to conduct its By-lawsbusiness, (4) has full corporate power to own its properties and conduct to execute, deliver and perform its business, (5) has full legal right, power and authority to enter into obligations under this Loan Agreement and consummate all transactions contemplated by this Loan Agreement and (6) by proper corporate action has duly authorized the execution and delivery of this Loan Agreement.
(b) Neither the execution The execution, delivery and delivery performance by each Borrower of this Agreement (i) has been duly authorized by all necessary corporate action and (ii) does not and will not violate any provision of any law or regulation, or contractual or corporate restrictions, in each case, binding on such Borrower and material to the Company of this Loan Agreement nor and its Subsidiaries, taken as a whole (except to the consummation by the Company of the transactions contemplated by this Loan Agreement conflicts with or will result in extent such violation would not reasonably be expected to have a breach of or default under the Articles of Incorporation or By-laws of the Company or the terms, conditions or provisions of any corporate restriction or any statute, order, rule, regulation, agreement or instrument to which the Company is a party or by which it is boundMaterial Adverse Effect).
(c) This Loan Agreement has been duly authorized, executed and delivered by the Company and constitutes the a legal, valid and binding obligation of the Company each Borrower, enforceable in accordance with its terms, except subject however to (i) the extent that the enforcement thereof may be limited by laws relating to exercise of judicial discretion in accordance with general principles of equity, (ii) bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting creditors’ rights heretofore or hereafter enacted and equitable principles of general application affecting the rights and remedies of creditors and secured parties(iii) any other Legal Reservations.
(d) There is The proceeds of the Loans made to the Borrowers shall not be used for a purpose which violates Regulation U.
(e) As of the date hereof, no litigation litigation, investigation or proceeding pendingof or before any arbitrator or Governmental Authority is pending against any Borrower or, to the knowledge of the Borrowers, threatened by or against, the Company or any Subsidiary or against any of their respective properties or revenues (i) with respect to this Agreement or any of the transactions contemplated hereby or (ii) that could reasonably be expected to have a Material Adverse Effect.
(i) The consolidated balance sheet of the Company (as a carve-out business of the General Electric Company) and its statements of income, stockholders equity and cash flows as of and for the fiscal year ended December 31, 2023, reported on by Deloitte & Touche LLP, independent public accountants, or other independent certified public accountants of nationally recognized standing, as filed with the Securities and Exchange Commission, present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP; and (ii) since December 31, 2023, to the date hereof, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company and its Subsidiaries, taken as a whole.
(g) The Company maintains in effect policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Company and its Subsidiaries and, to the knowledge of the Company, their respective directors, officers, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Company or any Subsidiary nor, to the knowledge of the Company after due inquiry threatenedor such Subsidiary, against any of their respective directors, officers or employees or any of their respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No part of the proceeds of the Loans or the Transactions will be used by the Company in violation of Anti-Corruption Laws or applicable Sanctions.
(h) The Company maintains in effect policies and procedures reasonably designed to ensure compliance by the Company, or affecting itits Subsidiaries and their respective directors, which could adversely affect officers, employees and agents with the validity of this Loan Agreement or the ability Anti-Money Laundering Laws. The operations of the Company and its Subsidiaries are in compliance in all material respects with the Bank Secrecy Act and implementing regulations, to comply with the extent applicable, and the applicable anti-money laundering statutes of jurisdictions where the Company and its obligations under this Loan AgreementSubsidiaries conduct business, and the rules and regulations thereunder (collectively, the “Anti-Money Laundering Laws”).
(ei) The information contained Except, in each case, as would not reasonably be expected to have a Material Adverse Effect, (i) the Tax Agreement Plan is in compliance with the applicable provisions of ERISA, the Code and all other written information relating applicable federal or state laws, (ii) there are no pending or, to the Project and knowledge of the Prior Bonds provided Borrowers, threatened claims, actions or lawsuits, or action by the Company any Governmental Authority, with respect to the Issuer Plan, and bond counsel for the Bonds is true and correct in all material respects(iii) no ERISA Event has occurred.
(fj) Neither Except as which would not otherwise have a Material Adverse Effect, to the Prior Indentures nor knowledge of the Prior Agreements have been supplemented Borrowers, the Borrowers are in compliance with all Environmental Laws, which compliance includes obtaining, maintaining and complying with all permits, licenses and other authorizations required by such Environmental Laws. This paragraph (j) shall constitute the sole and exclusive representation and warranty regarding environmental matters, including those under or related to Environmental Laws.
(k) No Borrower is required to be registered as an “investment company” as defined in the Investment Company Act of 1940, as amended.
(l) No Borrower is an Affected Financial Institution.
Appears in 1 contract
Samples: Credit Agreement (GE Vernova Inc.)
