Representations, Warranties and Undertakings of the Company. 4.1 In consideration of the Subscriber entering into this Agreement, the Company hereby agrees to provide the warranties, covenants, and undertakings as hereinafter stated.
4.2 Notwithstanding any investigations or enquiries by or on behalf of the Subscriber and notwithstanding anything which is or which ought to be within the knowledge of the Subscriber, the Company represents, warrants and undertakes to the Subscriber (to the intent that the provisions of this Clause shall continue to have full force and effect notwithstanding Completion) in the terms set out in Schedule 3 and acknowledges that the Subscriber in entering into this Agreement is relying on such representations, warranties and undertakings.
4.3 The Company undertakes with the Subscriber to ensure that the Company’s Warranties will not be breached and will at all times be true, complete and accurate in all material respects on the basis that they were deemed to be repeated at any time up to and including Completion and on the basis that a reference to such time is substituted for any express or implied reference to the date of this Agreement and the Company’s Warranties shall be deemed to be given by the Company at such time as well as at the time of this Agreement accordingly.
4.4 The Company shall forthwith notify the Subscriber upon becoming aware of any event which may cause any of the Company’s Warranties to be incorrect, misleading or breached in a material respect or which may have any material adverse effect on the assets or liabilities of the Company.
4.5 The rights conferred upon the Subscriber by the provisions of this Clause 4 are additional to and do not prejudice any other rights the Subscriber may have, and failure to exercise any of the rights herein conferred shall not constitute a waiver of any such rights.
4.6 Each of the Company’s Warranties shall be construed as a separate warranty and shall not be limited or restricted by reference to or inference from the terms of any other of the Company’s Warranties.
4.7 The exceptions as set fourth in the Schedule of Exceptions in the Share Purchase Agreement shall be exceptions to the Company’s Warranties as if the same is repeated herein.
4.8 The Subscriber shall not be entitled to any remedy or compensation in respect of the breach of any of the Company’s Warranties which should have been revealed, known or discovered by proper due diligence review or investigation made by or on behalf or the Subscriber into the affairs of the Co...
Representations, Warranties and Undertakings of the Company. 5.1 The Company represents and warrants to the Subscriber, as of the date hereof and as of the Closing Date, that:
Representations, Warranties and Undertakings of the Company. The Company hereby represents, warrants and undertakes to the Investor that the Warranties are true and accurate in all respects in respect of the Company as at the date of this Agreement. The Warranties shall be deemed to have been repeated by the Company as at each Subscription Day, as at each Drawdown Date and as at each date on which Common Shares become issued and Listed pursuant to this Agreement with reference to the facts and circumstances existing on that date.
Representations, Warranties and Undertakings of the Company. The Company represents and warrants to, and covenants with, the undersigned that:
(a) The Company is duly formed and validly existing under the laws of the State of Delaware, and the consummation of the transactions contemplated hereby are within the powers of the Company and have been or will have been duly authorized by all necessary action on the part of the Company, and this Repurchase Agreement constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement or creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(b) The execution of this Repurchase Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (i) do not require the consent, approval, authorization, order, registration or qualification of, or filing (assuming the truth and accuracy of the representations and warranties in Section 5 and excluding any filing required under the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with, any governmental authority, non-governmental regulatory authorities, or court, or body or arbitrator having jurisdiction over the Company (except as may be required under the securities or Blue Sky laws of the various states); and (ii) do not and will not constitute or result in a breach, violation or default under any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license, whether written or oral, express or implied, or with the Company’s organizational documents or by-laws, or any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, governmental authority, arbitrator, mediator or similar body on the part of the Company or on the part of any other party thereto or cause the acceleration or termination of any obligation or right of the Company or any other party thereto, except, in case of b(ii), for any such breach, violation or default as would not, individually or in the aggregate, have a material adverse affect on the business, properties, financial position, stockholders’ equity, or results of operations of the Company and its subsidiaries taken as a whole.
(c) (A) As of th...
Representations, Warranties and Undertakings of the Company. The Company hereby represents, warrants and undertakes to the Investor that the statements provided in Clauses 4.1 to 4.15 are true and accurate in all respects and will be true and accurate in all respects as at each Draw Down Notice Date and will be so at all times before and on each Closing Notice Date and each Closing Date, save that warranties that are given as at a specified date need only be true and accurate as at such specified date.
Representations, Warranties and Undertakings of the Company. 3.1 The Company represents, warrants and covenants the following to each of the BRLMs on the date hereof and as on the dates of the DRHP, the RHP, the Prospectus and Allotment, with reference to the facts and circumstances then existing:
3.1.1 there are no individuals, companies, entities or group of persons: (a) who have been named in any draft offer document, offer document or in any annual return filed in respect of any period post the fiscal year ended March 31, 2020, March 31, 2021 and March 31, 2022 as a promoter; (b) who are in control of the Company or the affairs of the Company directly or indirectly whether as a shareholder, director or otherwise; or
Representations, Warranties and Undertakings of the Company. 3.1 The Company, warrants and covenants, to each of the BRLMs as on the date hereof and as on the date of the DRHP, the RHP, the Prospectus, and Allotment: who are in Control of the Company. The Promoter Group and the Group Companies have been accurately identified and the Persons disclosed (or will be disclosed) as ‘promoter group’ and as “Group Companies” in the Offer Documents are the only members of promoter group and the only group companies, respectively of the Company as on the respective dates;
Representations, Warranties and Undertakings of the Company. 4.1 The Company hereby represents, warrants and undertakes to the Investor that the Warranties are true and accurate in all respects in respect of the Company as at the date of this Agreement and in respect of the Company, as at the date it has intervened into this Agreement. The Warranties shall be deemed to have been repeated by the Company as at each Subscription Day, as at each Closing Date and as at each date on which Common Shares become issued and Listed pursuant to this Agreement with reference to the facts and circumstances existing on that dxxx.
Representations, Warranties and Undertakings of the Company. The Company makes the following representations, warranties and agreements to induce the Bank to enter into this Reimbursement Agreement and to issue the Letter of Credit:
(a) The Company is a corporation duly organized and validly existing and in good standing in the state of North Carolina.
(b) The Company has the necessary power and authority to enter into this Reimbursement Agreement and each of the other Financing Documents executed and delivered by the Company, to incur and perform the obligations provided for therein, and has duly authorized the execution and delivery thereof and the performance of the obligations of the Company hereunder and thereunder. No consent or approval of any other Person or public authority or regulatory body is required as a condition to the validity or enforceability of this Reimbursement Agreement or any of such other Financing Documents to which the Company is a party, or if required, the same has been obtained. The representations and warranties made by the Company in the June 1, 1996 Reimbursement Agreement remain true and correct in all material respects.
(c) This Reimbursement Agreement, and the other Financing Documents executed and delivered by the Company, have been duly authorized, executed and delivered by the Company, constitute the valid and legally binding obligations of the Company, and are enforceable against the Company in accordance with their respective terms; except to the extent that enforceability may be affected by any bankruptcy or insolvency proceeding filed by or against the Company and subject to the exercise of judicial discretion in accordance with general principles of equity.
(d) There is no litigation at law or in equity or any proceeding before any governmental agency involving the Company pending, or to the knowledge of the Company threatened, in which any liability of the Company is not adequately covered by insurance or in which any judgment or order would have a material adverse effect upon the business or assets of the Company, the Company's ability to do business, the validity of any of the Financing Documents or the performance of the Company's obligations thereunder.
(e) There is (i) no provision of the Company's Articles of Incorporation or Bylaws, (ii) except for an existing loan agreement with First Union Bank whose consent has been obtained, no provision of any existing mortgage, indenture, contract or agreement binding on the Company or affecting the Company's property, and (i...
Representations, Warranties and Undertakings of the Company. The provisions of Section 5 (Representations, Warranties and Undertakings of the Company) of the Agreement are hereby incorporated by reference into this Restatement and Amendment Agreement and shall apply mutatis mutandis hereto and be repeated as of the Signing Date. Restatement and Amendment Agreement dated as of February 27, 2024 in respect of the Share Subscription Facility Agreement by and among RELIEF THERAPEUTICS Holding SA, GEM Global Yield LLC SCS and GEM Yield Bahamas Ltd of January 20, 2021
