Representations of Issuer. (a) The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) The Issuer has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement, and the execution, delivery and performance by the Issuer of this Agreement have been duly authorized by all necessary action on the part of the Issuer and its board of directors. This Agreement constitutes the valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Representations of Issuer. Issuer is in good standing under the laws of Nevada, and has all necessary corporate powers to own properties and carry on a business, and is duly qualified to do business and is in good standing in Nevada. All actions taken by the incorporators, directors and shareholders of Issuer have been valid and in accordance with the laws of the State of Nevada.
Representations of Issuer. Issuer hereby represents to Xxxxxx Mac and the Purchaser that on the date hereof, on each date on which the Purchaser purchases a Bond from Issuer, and, for purposes of paragraph (j), as of the end of each Fiscal Quarter following the date hereof:
(a) Issuer has been duly organized and is validly existing and in good standing in the jurisdiction of its organization;
(b) Issuer has the limited liability company power and authority to execute and deliver this Agreement, each of the other Bond Documents and the applicable Pricing Agreement, to consummate the transactions contemplated hereby and thereby and to perform each of its obligations hereunder and thereunder;
(c) Issuer has taken all necessary limited liability company and other action to authorize the execution and delivery of this Agreement, each of the other Bond Documents and the applicable Pricing Agreement, the consummation by Issuer of the transactions contemplated hereby and thereby and the performance by Issuer of its obligations hereunder and thereunder;
(d) this Agreement, each of the other Bond Documents and the applicable Pricing Agreement have been duly authorized, executed and delivered by Issuer and constitute the legal, valid and binding obligations of Issuer, enforceable against Issuer in accordance with their respective terms, subject to: (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws of general applicability relating to or affecting creditors’ rights generally; and (ii) the application of general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law;
(e) no approval, consent, authorization, order, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or other action is required to be obtained, given, made or taken, as the case may be, with, from or by any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or any third party under any agreement to which Issuer is a party to authorize the execution and delivery by Issuer of this Agreement, any of the other Bond Documents or the applicable Pricing Agreement, or the consummation by Issuer of the transactions contemplated hereby or thereby or the performance by each of Issuer of each of its obligations hereunder or thereunder;
(f) neither the execution or delivery by Issuer of this Agreement, any of the other Bond Documents or the applicable Pricing Agreement ...
Representations of Issuer. The Issuer hereby makes the following representations on which the Trustee is relying in accepting the Receivables in trust and authenticating the Notes and the Note Insurer is relying in issuing the Policy. The representations shall speak as of the execution and delivery of this Agreement and shall survive the grant of a security interest in or the transfer of the Receivables to the Trustee.
Representations of Issuer. Issuer hereby represents, warrants and covenants to Grantee as follows:
(a) Issuer shall at all times maintain sufficient authorized but unissued shares of Common Stock so that the Option may be exercised without authorization of additional shares of Common Stock.
(b) The shares to be issued upon due exercise, in whole or in part, of the Option, when paid for as provided herein, will be duly authorized, validly issued, fully paid and nonassessable.
(c) The Board of Directors of Issuer has approved this Agreement and the transactions contemplated hereby and taken any other action as required to render inapplicable to such agreement and transactions Sections 13.1-725 through 13.1-728 and 13.1-728.1 through 13.1-728.9 of the VSCA and, to the knowledge of Issuer, any similar Takeover Laws.
Representations of Issuer. 44 -ii- 4 SECTION 7.02 Reacquisition of Receivables Upon Breach ................. 50
Representations of Issuer. 4.1 The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
4.2 The Issuer has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement, and the execution, delivery and performance by the Issuer of this Agreement have been duly authorized by all necessary action on the part of the Issuer and its board of directors. This Agreement constitutes the valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Representations of Issuer. Issuer is in good standing under the laws of Arizona, and has all necessary corporate powers to own properties and carry on a business, and is duly qualified to do business and is in good standing in Arizona. All actions taken by the incorporators, directors and shareholders of Issuer have been valid and in accordance with the laws of the State of Arizona.
Capital. The authorized capital stock of Issuer consists of Fifty Million (50,000,000) shares of common stock, no par value of which approximately 15.5 million Shares are issued and outstanding, and Five Million (5,000,000) preferred shares, par value $10, of which none are issued and outstanding. All outstanding shares are fully paid and non-assessable, free of pre-emptive rights. At the Closing, there will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Issuer to issue or to transfer from treasury any additional shares of its capital stock.
Representations of Issuer. Issuer is in good standing under the laws of Arizona, and has all necessary corporate powers to own properties and carry on a business, and is duly qualified to do business and is in good standing in Arizona. All actions taken by the incorporators, directors and shareholders of Issuer have been valid and in accordance with the laws of the State of Arizona.
Capital. The authorized capital stock of Issuer consists of Fifty Million (50,000,000) shares of common stock, no par value of which approximately Seventeen Million Five Hundred Thousand (17,500,000) Shares are issued and outstanding, and Five Million (5,000,000) preferred shares, par value $10, of which none are issued and outstanding. All outstanding shares are fully paid and non-assessable, free of pre-emptive rights. At the Closing, there will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Issuer to issue or to transfer from treasury any additional shares of its capital stock.
Representations of Issuer. Issuer hereby represents that:
5.1.1. The Offering satisfies all the requirements of Regulation A and is therefore exempt from registration under section 5 of the Act.
5.1.2. Issuer is not disqualified from offering its securities under Regulation A under 17 CFR §230.262.
5.1.3. Issuer shall conduct the Offering in compliance with all applicable state and federal laws, including, without limitation, securities laws.
5.1.4. Issuer shall file such forms and documents with the Securities and Exchange Commission (the “SEC”) and all applicable state regulatory bodies as may be required by law in connection with the Offering and provide copies to Holdings.
5.1.5. No information provided by Issuer in connection with the Offering, including but not limited to the Offering Materials, will include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.
5.1.6. Issuer shall conduct the Offering exclusively through the Platform.
5.1.7. Issuer shall not, in connection with any offering of its securities, employ any device, scheme, or artifice to defraud, or engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon any person.
5.1.8. Issuer shall from time to time upon request provide additional information related to Issuer and Issuer’s use of the Platform and the Offering.
5.1.9. Issuer’s execution of this Agreement: (i) does not conflict with any of Issuer’s formation or governance documents or any contract to which Issuer is a party or by which Issuer is bound, and (ii) does not require the consent of any governmental agency or other third party.
5.1.10. Issuer acknowledges that Holdings has not made any representations or guaranties to Issuer, other than those expressly set forth in this Agreement, including but not limited to any promises concerning the likelihood of Issuer’s success in any securities offering.
5.1.11. Issuer shall not provide any information or representations about Issuer’s business or personnel on the Platform that is not true, complete, and correct in all material respects. If any information provided by Issuer becomes incomplete or inaccurate in any material respect, Issuer shall notify Holdings in writing and shall provide supplemental information that corrects and completes such information. Issuer acknowledges that: (i) Holdings shall use and rely on ...
