Seller Representations and Covenants. The Seller hereby represents, warrants and covenants to the Purchaser that, as to itself as of the related Closing Date (or such other date as is specified below):
(a) It is a national banking association, duly organized, validly existing, and in good standing under the laws of the United States and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by it. It is an approved seller in good standing of conventional residential mortgage loans for Fxxxxx Mxx or Fxxxxxx Mac and is a HUD-approved mortgagee under Section 203 of the National Housing Act. It has corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by it and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the Purchaser, evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement.
(b) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior to the related Closing Date, be obtained.
(c) The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the breach of any term or provision of its articles of association or by-laws or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obliga...
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada and is in good standing under such laws with its principal executive office located in the State of Ohio. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
(b) There are 50,000,000 shares of Seller's Common Stock, $.0001 par value per share ("Common Stock") authorized and approximately 16,000,000 shares outstanding as of September 26, 2006. All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully paid and non-assessable. There are no shares of preferred stock outstanding at the date of this Agreement. There are 851,320 warrants with a strike price of $.75. The warrants expire in June, 2007.
(c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. There is no action, suit or proceeding pending, or to the knowledge of the Seller, threatened against the Seller, before any court or arbitrator or any government body, agency or official, which would have a material adverse affect on Seller=s operations or financial condition.
(d) The Seller is subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act. The securities that comprise the Units when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The execution and delivery by the Seller of this Agreement and the issuanc...
Seller Representations and Covenants. (a) Reporting Company Status. Seller is a "Reporting Issuer" as defined by Rule 902 of Regulation S. Seller has registered its Common Stock, $0.01 par value per share (the "Common Stock"), pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Common Stock is listed and trades on the American Stock Exchange ("AMEX"). Seller has filed all material required to be filed pursuant to all reporting obligations under either Section 13(a) or 15(d) of the Exchange Act for a period of at least twelve (12) months immediately preceding the offer or sale of the Securities (or for such shorter period that Seller has been required to file such material).
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws with its principal executive office located in the State of California. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
(b) There are 200,000,000 shares of Seller's Common Stock, $.001 par value per share ("Common Stock") authorized and approximately 97,719,335 outstanding as of December 17, 2002 and there are 50,000,000 shares of Seller's Preferred Stock, $.001 par value per share ("Preferred Stock") authorized and --------------- approximately 387,471 outstanding as of that same date. All issued and outstanding shares of our Common and Preferred Stock have been authorized and validly issued and are fully paid and non-assessable. The Class A Preferred Stock shall be convertible, at the Buyer's election, into a predetermined number of shares of Common Stock, calculated by multiplying the number of Shares of Class A Preferred Stock purchased by the Buyer by 2. After conversion, the Seller shall deliver replacement Common Stock certificates to the Buyer within 10 business days after written notice of conversion is sent to the Seller's address by the Buyer. Upon receipt of the Common Stock certificates after conversion, the Class A Preferred Stock shall be canceled on the stock transfer records maintained by the Seller's stock transfer agent. The Class A Preferred Stock subscribed hereby also shall carry cash dividend rights equal to a 10% cumulative dividend per annum, subordinated to any other dividend rights held by the Seller's outstanding shares of Class A Preferred Stock (the "Dividends"), with such Dividends being payable only out of the Seller's earnings before interest, taxes, depreciation and administrative expenses of the Seller ("EBIDTA").
(c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellatio...
Seller Representations and Covenants. (a) (i) The representations and warranties of Seller set forth in Section 3.1 (Organization), Section 3.2 (Authorization), Section 3.4 (Title to Units) and Section 3.6 (No Brokers) shall be true and correct in all respects, except for de minimis inaccuracies, as of the date of this Agreement and at and as of the Closing Date, as though made on and as of the Closing Date (other than any such representation or warranty that is expressly made as of a specified date, which need be true and correct in all respects, except for de minimis inaccuracies, as of such specified date only), and (ii) the other representations and warranties of Seller contained in Article 3 shall be, in the aggregate, true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date, as though made on and as of the Closing Date (other than any such representation or warranty that is expressly made as of a specified date, which need be true and correct in all material respects as of such specified date only); provided that, solely for purposes of this Section 8.1(a)(ii), all materiality qualifiers within such representations and warranties shall be disregarded.
(b) The covenants and agreements in this Agreement that by their terms are to be complied with or performed by Seller at or prior to the Closing shall have been complied with or performed by Seller in all material respects.
(c) Buyer shall have received a certificate dated as of the Closing Date from Seller, executed by an authorized Person of Seller (but without personal liability to such Person), to the effect that the conditions set forth in Sections 8.1(a) and (b) have been satisfied.
Seller Representations and Covenants. X. Xxxxxx represents and warrants that (a) execution, delivery and performance by Seller of this Agreement have been authorized by all necessary action on behalf of Seller and (b) the execution, delivery and performance by Seller under this Agreement does not conflict or result in the breach of any applicable laws, any judgment or decree of any court, or any agreement to which Seller is a party.
B. Seller shall keep itself fully informed of and shall comply with all applicable federal, state and local laws, ordinances, industry standards, codes, regulations and executive orders or decrees (collectively, “Laws”), including but not limited to (i) the Laws set forth on the attached Federal Requirements Schedule (which Company may modify from time to time to conform to any change in law without notice to Seller), (ii) environmental and pollution control laws, (iii) Laws of bodies or tribunals having any jurisdiction or authority over the Materials, and (iv) any rules or regulations of Company relating to health, safety or performance of the Agreement which in any manner affect those engaged or employed on any work, the Materials used in any work, or the performance of the Agreement. If any discrepancy or inconsistency should be discovered between the Agreement and any such Laws, Seller shall immediately report the same in writing to Buyer. Seller shall be responsible for the compliance by its subcontractors and suppliers of all tiers with the above provisions and shall be liable for all fines levied in violation of any Laws.
Seller Representations and Covenants. Seller hereby makes the following representations, warranties and covenants:
Seller Representations and Covenants. Seller represents and covenants the following:
(i) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Montana and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement;
(ii) The License is not subject to any lien, security interest or other similar restriction and Seller has good right and title thereto; and upon the transfer of the License to Purchaser, Seller will convey to Purchaser good title thereto, free of any liens, security interests or encumbrances.
(iii) Seller will take all reasonable action necessary or required by Purchaser, and fully cooperate with Purchaser and its representatives, to facilitate the transfer of the License to Purchaser; and will execute and deliver such documents and instruments, including any transfer notices, affidavits of bulk sale, assignments or applications, as may be required by the City of Sioux Falls, to complete the transfer of the License to Purchaser.
Seller Representations and Covenants. (a) Reporting Company Status. Seller is to be a "Reporting Issuer." Seller's Common Stock (the "Common Stock"), is currently traded on the OTC - Bulletin Board (symbol "FDNO") and is currently obligated to file interim financial reports with the Securities and Exchange Commission.
Seller Representations and Covenants. Each Seller represents, warrants and covenants to Nanogen as of the date hereof, and as of the Closing, and covenants to Nanogen, as follows:
(a) Seller has, and will transfer to Nanogen pursuant to this Agreement, good and marketable title to the number of Elitech Shares set forth next to his/her/its name in Section 3.2(b) of the Elitech Disclosure Schedule and to all of the rights afforded thereby, free and clear of all Liens.
(b) Seller, if an individual, and any respective representatives for the purpose hereof, have the full capacity and authority required to enter into this Agreement and any other documents contemplated hereby and to transfer, assign and deliver the Elitech Shares they own as provided in the Agreement.
(c) Seller, if a legal entity or an investment fund, has the full corporate power and authority required to enter into this Agreement and to transfer, assign and deliver the Elitech Shares it owns as provided in the Agreement. The execution and delivery of the Agreement and the consummation by them of the transactions contemplated hereby have been duly authorized by their respective competent corporate bodies.
(d) The execution and delivery of this Agreement by such Seller do not, and the performance by such Seller of its obligations hereunder and the consummation by such Seller of the transactions contemplated hereby (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate or conflict with, or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights, or require a consent to assignment, under any Contract (A) to which such Seller is a party, (B) of which such Seller is a beneficiary or (C) by which such Seller or any of its assets is bound, (ii) violate or conflict with any Law, Authorization or Order applicable to such Seller, or give any Governmental Entity or other Person the right to challenge any of the transactions contemplated hereby or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, or (iii) result in the creation of any Liens on such Seller’s Elitech Shares.
(e) No Authorization or Order of, registration, declaration or filing with, or notice to any Governmental Entity is required to be made, obtained, performed or given to or with respect to such Seller in con...
