REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. Pledgor represents, warrants and covenants as follows:
(a) The Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable. No Equity Interests constituting interests in limited liability companies constitute or are evidenced by certificated securities, unless such certificates have been delivered to the Collateral Agent.
(b) Pledgor is the legal and beneficial owner of the Collateral free and clear of any Lien or other encumbrance except for the Lien created by this Agreement and any other Liens created in favor of the Collateral Agent and described in the Collateral Agency Agreement. There is no existing agreement, option, right or privilege capable of becoming an agreement or option pursuant to which Pledgor would be required to sell or otherwise dispose of any Equity Interest, except as described in the Collateral Agency Agreement.
(c) Except for the delivery of any certificates or instruments representing Collateral to the Collateral Agent pursuant to this Agreement, filing of an appropriate financing statement with the Arizona Secretary of State, and any control agreement contemplated by Section 4(a), no other action is required to create or maintain the Lien of the Collateral Agent as a valid and perfected first priority Lien (pari passu with the Noteholders) in the Collateral to secure the Secured Obligations.
(d) No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body (except as set forth in Section 5(c)) is required either: (i) for the pledge by Pledgor of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor; or (ii) for the exercise by the Collateral Agent of its rights and the rights of any other Secured Parties provided for in this Agreement and the Collateral Agency Agreement or the remedies in respect of the Collateral pursuant to this Agreement and the Collateral Agency Agreement (except as may be required in connection with such disposition by Laws affecting the offering and sale of securities generally and except for compliance with requirements of the ACC Regulations as set forth in Sections 7(b) and 8).
(e) The execution, delivery and performance of this Agreement does not and will not: (i) violate any provision of any Law (including Regulations T, U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determ...
REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. 8.1 Each Party represents, warrants and covenants to the other that:
(i) It is a company or corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses granted by it hereunder;
(ii) As of the Effective Date, (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder; and (iii) the Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. The execution, delivery and performance of this Agreement by it does not conflict with any agreement or instrument, oral or written, to which it is a party or by which it may be bound;
(iii) It has not granted, and shall not grant, any right to any Third Party which would conflict with the rights granted to the other Party hereunder; and
(iv) It is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. The execution, delivery and performance of this Agreement shall not violate, conflict with or constitute a default under any agreement (including its corporate charter or other organizational documents) to which it is a party or to which it may be bound, or to its best knowledge, any applicable Laws or order of any court or other tribunal.
8.2 Rhizen represents and warrants and covenants to TGTX that as of the Effective Date:
(i) All rights pertaining to the Rhizen Patents are owned by Rhizen;
(ii) The Rhizen Patents are not subject to any encumbrance, lien or claim or ownership by any Third Party that is inconsistent with the rights and licenses granted to TGTX hereunder;
(iii) Rhizen owns or possesses adequate right, title and interest in the Rhizen Intellectual Property Rights to grant the license thereto to TGTX as provided in this Agreement;
(iv) No claim or litigation has been brough...
REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. In ------------------------------------------------- connection with each issuance of New Securities to any Investor pursuant to this Article VII, the Company shall, in the event the Company is making ----------- representations, warranties and/or covenants to the New Securities Purchaser, make to each Investor such representations, warranties, and covenants as are customarily made by issuers in similar instances (but which in no event shall be less favorable to the Investors than those contemplated by the Preissuance Notice or otherwise made to or for the benefit of any New Securities Purchaser) and each Investor shall be separately and independently entitled to rely on such representations and warranties, to the benefit of such covenants and to exercise all available rights and remedies in the event of any breach or violation of any such representations, warranties and covenants. Any representations and warranties made by an Investor shall consist solely of such representations and warranties relating to (i) such Investor's authority to consummate the purchase of the New Securities from the Company and (ii) other similar representations and warranties as are customarily given by similarly situated purchasers of securities similar to those being purchased by an Investor in a similar transaction but no Investor shall be required to give any such representation or warranty which the New Securities Purchaser does not give. The representations, warranties, covenants and agreements of each Investor shall be several and not joint and the representations and warranties of the Investor and of the Company (unless, in the case of the Company, otherwise required by the New Securities Purchasers) shall terminate upon the earlier of (i) the termination of any representation or warranty made by the New Securities Purchaser or by the Company and (ii) one year after closing. The right of each Investor to purchase the full number of New Securities which such Investor is entitled to purchase under this Article VII shall not be subject to any conditions whatsoever, other ----------- than the accuracy of the representations made by such Investor, the payment of the purchase price therefor determined as provided herein, and the consummation of the transaction between the Company and the New Securities Purchaser. If any Investor shall fail for any reason to purchase any New Securities which it has elected to purchase, the sole right, remedy and recourse of the Company, the New...
REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. To induce Agent and each Purchaser to enter into the Note Documents and to purchase the Notes and make advances under the Delayed Draw Term Notes, each Note Party represents, warrants and covenants to Agent and each Purchaser that:
REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. In addition to the representations and warranties of Debtors set forth in the Loan Documents (which representations and warranties are hereby incorporated herein by reference), each of the Debtors hereby represents, warrants and covenants to the Secured Party as follows:
(a) Debtor has, and will continue to have (or, in the case of after- acquired Pledged Collateral, at the time Debtor acquires rights in such Pledged Collateral, will have), title to the Pledged Collateral, free and clear of all Liens other than Permitted Liens.
(b) The partnership interests constituting the Pledged Collateral have been duly authorized and validly issued to the Debtor, are fully paid and nonassessable, have no outstanding assessments, and constitute all of the issued and outstanding partnership interests of the issuer thereof owned by Debtor.
(c) Except for Permitted Liens the security interests in the Pledged Collateral granted hereunder are valid, perfected and of first priority.
(d) There are no restrictions upon the transfer of the Pledged Collateral and Debtor has the power and authority and right to transfer the Pledged Collateral free of any encumbrances and without obtaining the consent of any other Person except to the extent that a transfer upon the exercise of Secured Party's rights and remedies under this Agreement and the other Loan Documents would result in or constitute an assignment of any license relating to a health care facility or a change of control with respect to the ownership of a health care facility which is subject to the prior approval of health care regulatory authorities issuing such license or regulating such health care facility. It is acknowledged that a transfer of the Pledged Collateral by Secured Party following foreclosure may require compliance with federal and state securities laws.
(e) Debtor has all necessary power to execute, deliver and perform this Agreement and all necessary action to authorize the execution, delivery and performance of this Agreement has been properly taken.
(f) There are no actions, suits, or proceedings pending or, to Debtor's best knowledge after due inquiry, threatened against or affecting Debtor with respect to the Pledged Collateral, at law or in equity or before or by any commissions, board, bureau, agency, department or instrumentality, and Debtor is not in default with respect to any judgment, writ, injunction, decree, rule or regulation which would adversely affect Debtor's performance hereunder.
(g) T...
REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. On the date hereof, the Purchaser hereby represents and warrants to the Company and acknowledges and agrees, as the case may be, as follows with respect to his subscription for and purchase of the Shares. As of the date of any subsequent subscription for and purchase or other acquisition of Company Shares, the Purchaser will be deemed to have repeated in its entirety each of the following representations, warranties, acknowledgements and agreement as if made at and as of that time with respect to such subsequent subscription, purchase or other acquisition of Company Shares.
REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. To induce Collateral Agent and each Lender to enter into the Loan Documents, to make and to continue to make Loans and to issue and to continue to issue Letters of Credit or risk participations to the banks that issue Letters of Credit, the Company represents, warrants and covenants on behalf of itself and the other Borrowers (and each of the other Borrowers, jointly and severally, accepts responsibility for such representations and warranties) to Collateral Agent and Lenders that the following statements are and will be true, correct and complete and, unless specifically limited, shall remain so for so long as any of the Commitments hereunder shall be in effect and until payment in full, in cash, of all Obligations and termination of all Letters of Credit:
REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. To induce Agent and each Lender to enter into the Loan Documents and to make and to continue to make Revolving Advances, Borrower represents, warrants and covenants to Agent and each Lender that the following statements are and (when deemed remade hereunder) will be true, correct and complete and, unless specifically limited, shall remain so for so long as the Revolving Loan Commitment shall be in effect and until payment in full of all Obligations:
REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. The Pledgor represents, warrants and covenants as follows:
REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS of Advance Purchaser, as Servicer (on and after the respective MSR Transfer Dates) and as Receivables Seller. 20
