Representations of Holdings. Holdings hereby represents to the Secured Parties as follows:
Representations of Holdings. Holdings hereby represents and warrants to the Trustee and the Noteholders as of the Closing Date:
(a) Holdings is a duly organized, validly existing and in good standing under the laws of the State of Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed and qualified in each state where the laws of such state require licensing or qualification in order to conduct business of the type conducted by Holdings and perform its obligations hereunder; Holdings has all requisite power and authority to execute and deliver this Agreement and each other Basic Document to which it is a party and to perform in accordance herewith and therewith; the execution, delivery and performance of this Agreement and each other Basic Document to which it is a party (including all instruments of transfer to be delivered pursuant to this Agreement) by Holdings and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action; this Agreement and each other Basic Document to which it is a party evidence the valid, binding and enforceable obligations of Holdings; and all requisite corporate action has been taken by Holdings to make this Agreement and each other Basic Document to which it is a party valid, binding and enforceable upon Holdings in accordance with its respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity, none of which will affect the ownership of the Business Loans by the Trust;
(b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc., under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which Holdings makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Notes and the execution and delivery by Holdings of the documents to which it is a party, have been
(c) Holdings has good and marketable title to each Business Loan listed on Exhibit H-2 free and clear of any lien (other than liens to be...
Representations of Holdings. Holdings hereby represents to the Secured Parties solely in respect of itself as of the Closing Date and each Advance Date as follows: (a)
Representations of Holdings. Holdings hereby represents that:
5.2.1. Holdings will not post any information concerning Issuer or the Offering on the Platform that has not been approved by Issuer.
5.2.2. Holdings will conduct its business in compliance with all applicable state and Federal laws, including, without limitation, all securities laws.
5.2.3. Holdings will not pay to any person a commission or other transaction-based compensation in connection with the sale of securities in the Offering.
5.2.4. This Agreement is the binding legal obligation of Holdings, enforceable in accordance with its terms in all material respects, except as enforcement may be affected by bankruptcy or similar proceedings.
Representations of Holdings. Holdings hereby represents and warrants to the Stockholder, as follows:
(a) The 1,000 Holdings Shares being issued to the Stockholder pursuant to this Agreement are duly authorized and constitute valid and legally issued shares of Holdings Common Stock fully paid and non-assessable and not subject to any liens and/or other encumbrances on title.
(b) The appropriate officers of Holdings are duly authorized to negotiate, execute, deliver and enter into this Agreement and take all of the actions contemplated hereby, and Holdings has taken all action required by law, applicable agreements, and governing corporate instrument to properly and legally execute this Agreement.
Representations of Holdings. Holdings hereby represents and warrants to the Trustee that as of the date hereof:
(a) Holdings is a limited liability company validly organized and existing and in good standing under the laws of the State of Delaware; and
(b) no Event of Default or event, which after notice or lapse of time or both, would become an Event of Default will result from the execution and delivery of this Supplemental Indenture.
Representations of Holdings. Holdings represents to the Executive that the statements contained in this Section 3.3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date, with respect to itself:
Representations of Holdings. 67 ARTICLE V.
Representations of Holdings. (a) Holdings represents and warrants to TVIES and to the Stockholder as of the Effective Date, as follows: Holdings has delivered to Stockholder DK's consolidated financial statements and the related notes thereto for the fiscal year 1995, together with its Form 10-QSB for the quarterly period ended June 30, 1996, its Form 8-K(A) dated May 31, 1996 and its Form 8-K dated September 25, 1996. The financial statements and the related notes thereto present fairly the consolidated financial condition of DK as of the dates indicated and the results of its consolidated operations for the periods then ended.
(b) DK is a corporation duly organized and validly existing in good standing under the laws of the State of Colorado, and is registered pursuant to Section 12g of the Securities Exchange Act of 1934 and is current in all filings thereunder.
Representations of Holdings. Holdings hereby represents and warrants that, with respect to the Subsidiary and the Rights to be transferred, effective this date and the Closing Date, the representations listed below are true and correct, to the best of its knowledge, information and belief. Said representations are meant and intended by all parties to apply to the Subsidiary and the Rights.
(a) Holdings is duly authorized to execute this Agreement and has taken all actions required by law to properly and legally execute this Agreement. This Agreement has been, or upon execution and delivery thereof will be, duly executed and delivered by Holdings. Upon execution, this Agreement will be, a valid and binding obligation of Holdings, enforceable against Holdings in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b) As of the Closing Date, there will be issued and outstanding 1,000 shares in the Subsidiary, all of which are owned by Holdings. Holdings has good and marketable title to all of the Shares, and there exists no liens, claims, options, proxies, voting agreements, charges, security interests, or encumbrances of whatever nature (“Liens”) affecting such Shares.
(c) Holdings does not have any outstanding option, warrant or other right to acquire, directly or indirectly, any securities of the Subsidiary which are or may by their terms become entitled to vote or any securities which are convertible or exchangeable into or exercisable for any securities of the Subsidiary which are or may by their terms become entitled to vote, and Holdings is not subject to any offer, contract, arrangement, understanding or relationship (whether or not legally enforceable) which allows or obligates Holdings to vote, dispose of or acquire any securities of the Subsidiary.
(d) Holdings is the sole owner of the Subsidiary and the Rights and has the unqualified right to transfer and dispose of the Subsidiary and the Rights as of the Closing Date.
(e) There are no liabilities, either fixed or contingent against the Subsidiary or the Rights not reflected on Exhibit C hereto other than contracts or obligations in the ordinary and usual course of business; and no such contracts or o...
