REPRESENTATIONS OF CORPORATION. During such time as the Option remains outstanding and unexpired, the Corporation will reserve for issuance, upon the exercise of the Option, the number of shares of the Corporation’s $.001 par value common stock that are subject to the Option.
REPRESENTATIONS OF CORPORATION. (a) The Corporation, upon entering this Agreement, hereby warrants and guarantees to the Consultant that all statements, either written or oral, made by the Corporation to the Consultant are true and accurate, and contain no misstatements of a material fact. The corporation acknowledges that the information it delivers to the Consultant will be used by the Consultant in preparing materials regarding the Corporation's business, including but not necessarily limited to, its financial condition, for dissemination to the public. Therefore, in accordance with Paragraph 6, below, the Corporation shall hold harmless the Consultant from any and all errors, omissions, misstatements, negligent or intentional misrepresentations, contained in any information furnished by Corporation to Consultant, in accordance with and pursuant to the terms and conditions of this Agreement for whatever purpose or purposes the Consultant sees fit to use said information. The Corporation further represents and warrants that as to all matters set forth within this Agreement, the Corporation has had independent legal counsel and will continue to maintain independent legal counsel to advise the Corporation of all matters concerning, but not necessarily limited to, corporate law, corporate relations, investor relations, all manners concerning and in connection with the Corporation's activities regarding the Securities Act of 1933 and 1934, and state Blue Sky or Securities laws. Consultant has no responsibility to obtain or render legal advice in connection with the Corporation's sale of securities. All legal, regulatory or licensing matters as relates to the corporate sale of securities are the responsibility of the Corporation and its counsel.
(b) Corporation shall provide, at its' expense, suitable "Due Diligence" packages to Consultant as needed. Limited Liability
REPRESENTATIONS OF CORPORATION. During such time as the Option remains outstanding and unexpired, Corporation will reserve for issuance, upon the exercise of the Option, the number of shares of Corporation's $.01 par value common stock that are subject to the Option. The shares of Corporation's $.01 par value common stock subject to the Option, when issued, shall be fully paid and nonasessable. Corporation will pay, when due and payable, any and all taxes or fees that may be payable by Corporation with respect to the grant of the Option or the issuance of any shares of Corporation's $.01 par value of common stock or certificates therefore subject to the Option. This does not include, however, any federal, state or other personal income tax payable by Holder because of (i) the grant of the Option; (ii) the issuance of any share of the Corporation's $.01 par common stock upon exercise thereof; or (iii) any subsequent disposition of such shares, which shall remain the obligation of Holder.
REPRESENTATIONS OF CORPORATION. During such time as the Option remains outstanding and unexpired, Corporation will reserve for issuance, upon the exercise of the Option, the number of shares of Corporation’s Common Stock that are subject to the Option. The shares of Corporation’s Common Stock subject to the Option, when issued, shall be fully paid and nonasessable. Corporation will pay, when due and payable, any and all taxes or fees that may be payable by Corporation with respect to the grant of the Option or the issuance of any shares of Corporation’s Common Stock or certificates therefore subject to the Option. This does not include, however, any federal, state or other personal income tax payable by Holder because of (i) the grant of the Option; (ii) the issuance of any share of the Corporation’s Common Stock upon exercise thereof; or (iii) any subsequent disposition of such shares, which shall remain the obligation of Holder.
REPRESENTATIONS OF CORPORATION. The Corporation represents and covenants for the benefit of the District and its assignees as follows:
REPRESENTATIONS OF CORPORATION. The Corporation represents and warrants to UMBFS that:
A. It is a corporation duly organized and existing under the laws of the State of Maryland; it is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
B. Each officer of the Corporation has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons.
C. It is duly registered as an investment company under the 1940 Act.
D. A registration statement under the Securities Act is currently effective and will remain effective with respect to Shares of the Corporation being offered for sale.
E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Corporation's Articles of Incorporation and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable.
REPRESENTATIONS OF CORPORATION. The Corporation represents and warrants to Optionee as follows:
(a) The Corporation has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) The execution and delivery of this Agreement, the performance of the Corporation’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Corporation, and no other corporate proceedings or actions on the part of the Corporation, the Board of Directors of the Corporation or the shareholders of the Corporation are necessary to authorize the execution and delivery of this Agreement or to perform the Corporation’s obligations hereunder.
(c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not violate any provision of the articles of incorporation or bylaws, or similar organizational documents, of the Corporation.
REPRESENTATIONS OF CORPORATION. The Corporation, upon entering this Agreement, hereby warrants and guarantees to the Consultant that all statements, either written or oral, made by the Corporation to the Consultant are true and accurate, and contain no misstatements of a material fact. The Corporation acknowledges that the information it delivers to the Consultant will be used by the Consultant in preparing materials regarding the Company's business, including but not necessarily limited to, its financial condition, for dissemination to the public. Therefore, in accordance with Paragraph 6, below, the Corporation shall hold harmless the Consultant from any and all errors, omissions, misstatements, negligent or intentional misrepresentations, in connection with all information furnished by Corporation to Consultant, in accordance with and pursuant to the terms and conditions of this Agreement for whatever purpose or purposes the Consultant sees fit to use said information. The Corporation further represents and warrants that as to all matters set forth within this Agreement, the Corporation will maintain independent legal counsel to advise the Corporation of all matters concerning, but not necessarily limited to, corporate law, corporate relations, investor relations, all manners concerning and in connection with the Company's activities regarding the Securities Act of 1933 and 1934, and state Blue Sky laws.
REPRESENTATIONS OF CORPORATION. The Corporation hereby represents and warrants to the City as follows:
(a) the execution, delivery and performance of this Amendment by the Corporation is within the Corporation’s power and has been duly authorized by all necessary actions of the Corporation;
(b) the Corporation has full power and legal right to execute and deliver this Amendment and to perform and observe the provisions of this Amendment;
(c) this Amendment is a legal, valid and binding obligation of the Corporation enforceable against such party in accordance with its terms; except as limited by applicable relief, liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar laws affecting the rights or remedies of creditors generally, as in effect from time to time;
(d) there is no action, proceeding or investigation pending or, to the knowledge of the Corporation, threatened or affecting the Corporation, which may adversely affect the ability of the Corporation to fulfill and perform its obligations and other undertakings under this Amendment or the Agreement. The Corporation is not in default with respect to any judgment, order, injunction or decree of any Governmental Authority which is in any respect material to the transactions contemplated in and by this Amendment;
(e) the Corporation is a local government corporation duly formed, validly existing, and in good standing under the laws of the State of Texas;
REPRESENTATIONS OF CORPORATION. The Corporation hereby represents and warrants as follows:
a. Corporation has, and will have at the Closing, full, lawful power and authority to enter into and to carry out the terms of, and all transactions contemplated by, this Agreement.
b. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, by Corporation, have been duly authorized by its Board of Directors and no other corporate action is required for the approval of this Agreement, which is valid and binding upon Corporation in accordance with its terms.
c. Corporation has been duly organized and is validly existing in good standing under the laws of the State of Virginia and is qualified to do business and in good standing in all other jurisdictions in which the conduct of its business requires qualification.
d. At the Closing, the Corporation will have sufficient surplus to lawfully redeem Seller's Shares as provided herein.
e. All of the representations and warranties set forth in this Section shall be deemed renewed by Corporation at the Closing as if made at said time and shall survive the Closing.
