Common use of Representations of the Obligors Clause in Contracts

Representations of the Obligors. In order to induce the Payee to enter into this Note, each Obligor makes the following representations and warranties to the Payee which shall be true, correct, and complete, in all material respects, as of the date hereof and such representations and warranties shall survive the execution and delivery of this Note: (a) Each Obligor is duly organized and existing and in good standing under the laws of the jurisdiction of its organization and qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in a Material Adverse Change. Each Obligor and its subsidiaries have all requisite power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power, authority, licenses, authorizations, consents, approvals and qualifications could not reasonably be expected to have a Material Adverse Change. (b) The execution, delivery, and performance by such of this Note and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of each Obligor. (c) The execution, delivery, and performance by each Obligor of this Note and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Obligor, the bylaws or articles of incorporation of any Obligor, or any order, judgment, or decree of any court or other governmental authority binding on any Obligor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contract of any Obligor or any subsidiary thereof, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Obligor or any subsidiary thereof, other than Permitted Liens, or (iv) require any approval of any Obligor’s interestholders or any approval or consent of any person under any material contract of any Obligor or any subsidiary thereof, other than consents or approvals that have been obtained and that are still in force and effect, or as contemplated by Section 3(h) of this Note. (d) This Note and the other Loan Documents to which each Obligor is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Obligor will be the legally valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms.

Representations of the Obligors. In order Each Obligor represents and warrants that: (a) upon giving effect to induce this Modification, including any updated schedules and exhibits to Section 3 of the Payee to enter into this NoteLoan Agreement attached hereto, each Obligor makes and assuming Obligor's satisfaction of the following conditions set forth in Section 11 hereof (i) except as expressly set forth with specificity in the Schedule of Exceptions appended hereto as Exhibit A, the representations and warranties to set forth in Section 3 of the Payee which shall be Loan Agreement are true, correct, accurate and complete, complete in all material respects, respects as if made as of the date hereof hereof, and (ii) no Default or Event of Default (other than the Specified Defaults) has occurred and is continuing or would result from the performance of the Existing Loan Documents as modified hereby; (b) Obligor has the corporate power and authority to execute and deliver this Modification and to perform its Obligations under the Existing Loan Documents, as amended by this Modification, and the person(s) executing this Modification on behalf of Obligor are duly empowered to do so; (c) the articles of incorporation and other formation and organizational documents of Obligor provided to PFG on the date of the Loan Agreement remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect or, if any such representations documents have been amended, supplemented or restated or are no longer true, accurate and warranties complete, Obligor shall survive provide true, complete, correct and current versions of such documents as additional conditions to this Modification under Section 11; (d) the execution and delivery by Obligor of this Modification and the performance by Obligor of its Obligations under the Loan Agreement have been duly authorized by all necessary corporate action on the part of Obligor; (e) this Modification has been duly executed and delivered by Obligor and (i) constitutes the binding obligation of Obligor, enforceable against Obligor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; and (ii) does not conflict in any material respects with any law or regulation or judgment or the organizational documents of Obligor, or any agreement or document to which Obligor is a party or which is binding upon it or any of this assets; and (iii) does not require any authorization, approval, consent, license or registration in any jurisdiction for its execution, performance, validity or enforceability unless such authorization, approval, consent, license or registration has been obtained; (f) Obligor acknowledges that PFG has acted in good faith and has conducted in a commercially reasonable manner its relationship with Obligor in connection with this Modification and in connection with the Existing Loan Documents; (g) with respect to Loan Document binding upon a Group Member not party to this Modification, each such Group member has been apprised of this Modification, has consented to Obligor’s execution and delivery of this Note: (a) Each Obligor is duly organized Modification and existing has agreed, if so requested by PFG, to promptly execute and in good standing under the laws of the jurisdiction deliver to PFG a reaffirmation of its organization and qualified to do business in obligations under any state where the failure to be so qualified reasonably could be expected to result in a Material Adverse Change. Each Obligor and its subsidiaries have all requisite power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power, authority, licenses, authorizations, consents, approvals and qualifications could not reasonably be expected to have a Material Adverse Change. (b) The execution, delivery, and performance by such of this Note and the Existing Loan Documents to which it is a party have been duly authorized by or is bound; (h) the IP Security Agreements disclose an accurate, complete and current listing of all necessary action on the Collateral that consists of Intellectual Property (as defined in said IP Security Agreement) or Obligor has included revised and updated Intellectual Property schedules as part of each Obligor. (c) The execution, delivery, and performance by each Obligor an update to the Representations required in Section 11.3 of this Note and the other Loan Documents to which it is a party do not and will not Modification; (i) violate any provision without limiting the scope of federal, state, or local law or regulation applicable to any Obligor, the bylaws or articles of incorporation of any Obligor, or any order, judgment, or decree of any court or other governmental authority binding on any Obligor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contract of any Obligor or any subsidiary thereof, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Obligor or any subsidiary thereof, other than Permitted Liens, or (iv) require any approval of any Obligor’s interestholders or any approval or consent of any person representation under any material contract of any Obligor or any subsidiary thereof, other than consents or approvals that have been obtained and that are still in force and effect, or as contemplated by Section 3(hclause (a) of this Note.Section 8.1, with all references to Conversion Stock being construed to include the shares of common stock issuable under the Note and all Warrants after giving effect to this Modification, Obligor makes the representations and warranties set forth in Section 3.16 of the Loan Agreement as if made as of the Modification Effective Date, with any exceptions as scheduled in Exhibit A; (dj) This Note and the other Loan Documents to which each Obligor appended as Exhibit B is a partytrue and correct the Capitalization Table referenced in Section 3.16 of the Loan Agreement (as of the Modification Effective Date); and (k) Obligor understands and acknowledges that PFG is entering into this Modification in reliance upon, and all other documents contemplated hereby in partial consideration for, the above representations and therebywarranties, when executed and delivered by agrees that such Obligor will be the legally valid reliance is reasonable and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective termsappropriate.

Representations of the Obligors. In order to induce the Payee to enter into this Note, each Each Obligor makes the following representations represents and warranties to the Payee which shall be true, correct, and complete, in all material respects, as of the date hereof and such representations and warranties shall survive the execution and delivery of this Notewarrants that: (a) Each Obligor is duly organized upon giving effect to this Modification, and existing and in good standing under the laws assuming Obligor's satisfaction of the jurisdiction conditions set forth in Section 7 hereof (i) the representations and warranties set forth in Section 3 of its organization the Loan Agreement are true, accurate and qualified to do business complete in any state where all material respects as if made as of the failure to be so qualified reasonably could be expected to result in a Material Adverse Change. Each Obligor and its subsidiaries have all requisite power and authoritydate hereof, and (ii) no Default or Event of Default has all material governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, occurred and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power, authority, licenses, authorizations, consents, approvals and qualifications could not reasonably be expected to have a Material Adverse Change.continuing or would result from the performance of the Existing Loan Documents as modified hereby; (b) The executionObligor has the corporate power and authority to execute and deliver this Modification and to perform its Obligations under the Loan Documents, deliveryas amended by this Modification, and the person(s) executing this Modification on behalf of Obligor are duly empowered to do so; (c) the articles of incorporation and other formation and organizational documents of Obligor provided to PFG on the date of the Loan Agreement remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; (d) the execution and delivery by Obligor of this Modification and the performance by such Obligor of this Note and its Obligations under the Loan Documents to which it is a party Agreement have been duly authorized by all necessary corporate action on the part of each Obligor.; (ce) The execution, delivery, this Modification has been duly executed and performance delivered by each Obligor of this Note and the other Loan Documents to which it is a party do not and will not (i) violate constitutes the binding obligation of Obligor, enforceable against Obligor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; and (ii) does not conflict in any provision of federal, state, or local material respects with any law or regulation applicable to any Obligor, or judgment or the bylaws or articles organizational documents of incorporation of any Obligor, or any order, judgment, agreement or decree of any court document to which Obligor is a party or other governmental authority which is binding on any Obligor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contract of any Obligor upon it or any subsidiary thereof, of this assets; and (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Obligor or any subsidiary thereof, other than Permitted Liens, or (iv) does not require any approval of authorization, approval, consent, license or registration in any Obligor’s interestholders jurisdiction for its execution, performance, validity or any approval enforceability unless such authorization, approval, consent, license or consent of any person under any material contract of any Obligor or any subsidiary thereof, other than consents or approvals that have registration has been obtained and that are still in force and effect, or as contemplated by Section 3(h) of this Note.obtained; (df) This Note Obligor acknowledges that PFG has acted in good faith and the other Loan Documents to which each Obligor is has conducted in a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Obligor will be the legally valid and binding obligations of such Obligor, enforceable against such commercially reasonable manner its relationship with Obligor in accordance connection with their respective terms.this Modification and in connection with the Loan Documents; and