Representations, Warranties and Covenants of EMLR Sample Clauses

Representations, Warranties and Covenants of EMLR. EMLR hereby represents, warrants and covenants as follows, except to the extent set forth on the corresponding sections of the schedule of exceptions attached hereto as Schedule C and made a part hereof ("EMLR Schedule of Exceptions"):
Sample 1
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Representations, Warranties and Covenants of EMLR. EMLR HEREBY REPRESENTS, WARRANTS AND COVENANTS AS FOLLOWS, EXCEPT TO THE EXTENT SET FORTH ON THE CORRESPONDING SECTIONS OF THE SCHEDULE OF EXCEPTIONS ATTACHED HERETO AS SCHEDULE C AND MADE A PART HEREOF ("EMLR SCHEDULE OF EXCEPTIONS"): ORGANIZATION; CAPITALIZATION. EMLR is a duly organized and validly existing corporation in good standing under the laws of the State of Colorado, authorized to issue an aggregate of 100,000,000 shares of EMLR Common Stock and 10,000,000 shares of preferred stock, par value $.01 per share, none of which are issued or outstanding. On the Effective Date, there will be issued and outstanding 24,996,000 shares of EMLR Common Stock, all of which will be validly issued, fully paid and nonassessable. Except as contemplated by this Agreement, on the Effective Date there will be no issued or outstanding securities and no issued or outstanding options, warrants or other rights, or commitments or agreements of any kind, contingent or otherwise, to purchase or otherwise acquire EMLR Shares or any issued or outstanding securities of any nature convertible into EMLR Shares. There is no proxy or any other agreement, arrangement or understanding of any kind authorized, effective or outstanding which restricts, limits or otherwise affects the right to vote any EMLR Shares.
Sample 1

Related to Representations, Warranties and Covenants of EMLR

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) 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. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

  • Representations, Warranties and Covenants of Sellers Sellers hereby represent, warrant, and covenant to Buyer as follows:

  • Representations, Warranties and Covenants of the Client A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Representations, Warranties and Covenants of the Company The Company hereby represents and warrants to, and covenants with, the Purchaser as follows:

  • Representations, Warranties and Covenants of Buyer The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows:

  • Representations, Warranties and Covenants of the Holder The Holder represents and warrants to, and agrees with, the Company as follows:

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