Representations Regarding. [**]. Isis represents and warrants to Genzyme as follows:
Representations Regarding the Company Each of the Sponsor and the Participant represents and warrants that all of the representations and warranties made or confirmed by the Company in any Financing Agreement (including this Agreement) to which the Company is or will be a party, to the best of its knowledge and belief, are true and correct as of the date hereof or, as the case may be, as of the date when they will be made. With respect to representations and warranties made or confirmed by the Company, none of the Sponsor or the Participant has any knowledge of any additional facts or matters not disclosed to EBRD the existence of which makes any of such representations and warranties inaccurate or misleading. Section 2.02.
Representations Regarding the Parties Each of the Sponsor, the Participant and the Company represents and warrants that it is duly organised and validly existing and in good standing under the laws of its jurisdiction of incorporation and/or formation and is registered with all relevant registration bodies in such jurisdiction and in any jurisdiction in which it does business, and has full power to own the LONDON - 106404.11
Representations Regarding. This Agreement and the Underwriter's Warrant Agreement. The Company has full power and authority, corporate and otherwise, to enter into this Agreement and the agreement governing the Underwriter's Warrants (the "Underwriter's Warrant Agreement") and to carry out the provisions and conditions hereof and thereof. This Agreement and the Underwriter's Warrant Agreement have been duly and validly authorized by the Company and constitute, or when executed and delivered, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws offering creditors' rights generally, (b) as enforceability of any indemnification and contribution provision may be limited under the federal and state securities laws, and (c) that, the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution, delivery and performance by the Company of this Agreement and the Underwriter's Warrant Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms and conditions hereof and thereof have been duly authorized by all necessary corporate action and do not and will not, with or without the giving of notice or the lapse of time or both, (i) result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the property or assets of the Company is subject; (ii) result in any violation of the provisions of the Certificate of Incorporation or the By-Laws of the Company; (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business; or (iv) have a m...
Representations Regarding the Site and Facility Seller has received no written notice of any building code violation or violation of any other Law affecting the Site or the Facility or of any claim, action, suit or other proceeding relating to the Site or Facility.
Representations Regarding. Acquisitions To the extent any representation or warranty contained in this Article 5. relates to an Acquisition and the Transactions relating thereto, such representation or warranty shall be deemed made only on and as of the (a) the date such Acquisition has been consummated and (b) the date of the making of the Loan any of the proceeds of which are used in whole or in part to finance such Acquisition.
