The Company Representations Sample Clauses

The Company Representations. The Company makes the following representations: a. The Company has fully disclosed all relevant and material facts in order to induce the Department to enter into this Agreement. b. The Company's representations contained in this Agreement are true and correct. c. Each of the Company's representations, recitals and terms contained in this Agreement were made for the purpose of inducing the Department to execute this Agreement. d. The Company affirms that it has had no previous contact by the Department or its agents including the Multistate Tax Commission regarding the tax covered by this Agreement. For purposes of this section, previous contact as defined in MCL §205.30c. (15)(d) means any notification of an impending audit, review, notice of intent to assess, assessment or subpoena. After June 30, 1999 previous contact will also include a final letter of inquiry. e. The Company affirms that it is not currently under audit by the Department or under investigation by the department of state police, department of the attorney general, or any local law enforcement agency regarding the tax covered by this Agreement. f. The Company affirms that it is not currently the subject of any civil action or criminal prosecution involving the tax covered by this Agreement. g. The Company affirms that it is not incorporated, organized or domiciled in Michigan. h. The Company sells “Business Description”.
Sample 1
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The Company Representations. The Company represents that, as of the date of delivery of this Agreement: (a) The Company is a limited liability company duly organized and validly existing under the laws of New Mexico, is in good standing under the laws of New Mexico and has duly authorized the execution, delivery and performance of this Agreement. (b) The Company has full legal right, power and authority to carry out and consummate the transactions contemplated by this Agreement and the Bond Purchase Agreement and to incur and perform the obligations provided for therein, all of which have been duly authorized by all proper and necessary action on the part of the Company. To the actual knowledge of the Company, no consent or approval of any public authority or third party is required as a condition of validity of this Agreement except for such approvals and consents that have already been obtained. The Company has received no written notice that the Project is not in material compliance with all laws and regulations to which it is subject. (c) The Company’s prior execution, delivery and performance of the Bond Purchase Agreement did not and the execution, delivery and performance by the Company of this Agreement, to the actual knowledge of the Company, will not conflict with, contravene, violate or constitute a breach of or default under the articles of organization or operating agreement of the Company or any material agreement to which the Company is a party or by which the Company or its properties or the Project Property is bound or any law, rule, regulation, ordinance, order, consent, or decree, applicable to the Company, its properties or the Project Property where such conflict, contravention, violation, breach or default could reasonably be expected to materially adversely affect the ability of the Company to perform its obligations under the Bond Documents. (d) This Agreement and the Bond Purchase Agreement constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity. (e) There is no action, suit, proceeding, inquiry or investigation by or before any court, public board or body pending or, to the actual knowledge of the Company, threatened against the Company, which (i) seeks to or does restrain or enjoin the issuance or ...
Sample 1
The Company Representations. The Company represents and warrants to the other Parties that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder in accordance with the provisions of this Agreement, (b) this Agreement has been duly authorized, executed and delivered by such party, and (c) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity.
Sample 1
The Company Representations. The Company represents to each other Party that: (a) as of the date of this Agreement, it is duly organized, validly existing, and in good standing under the laws of the state of its organization, and has all requisite corporate, partnership, or limited liability company power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its respective obligations under, this Agreement; (b) assuming the due execution and delivery of this Agreement by the Plan Support Parties, this Agreement is the legally valid and binding obligation of it, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, or similar laws, or by equitable principles relating to or limiting creditors’ rights generally; (c) as of the date of this Agreement, it is not aware of any event that, due to any fiduciary or similar duty to any other person, is reasonably expected to prevent it from taking any action required of it under this Agreement; (d) as of the date of this Agreement, it is not aware of any “Event of Default” under the Credit Agreement that is not the subject of a Specified Forbearance Item; and (e) as of the date of this Agreement, it is not aware of any event or circumstance that is reasonably expected to (including with the passage of time) give rise to a termination of, or the ability to terminate, this Agreement under Sections 5(b)(iv), (v), 5(c)(v), (vi) or 5(f) hereof.
Sample 1
The Company Representations. The Company makes the following representations and warranties to the City, and agrees to timely and fully perform the following obligations and duties: a. The Company is authorized to do business and is in good standing in the State of Texas and shall remain in good standing in the State of Texas during the term of this Agreement. As used herein, the term “good standing” means the status of the Company with the Comptroller of the State of Texas shall be “Active.” b. No litigation or governmental proceeding is pending or, to the knowledge of the Company, threatened against or affecting the Company that may result in any material adverse change in the Company’s business or operation. c. No bankruptcy proceedings or other similar proceedings are currently pending or contemplated against the Company, and the Company has not been informed of any potential involuntary bankruptcy proceedings against the Company. d. The Company shall remain current and in good standing with all sales taxes, ad valorem taxes, fees and other recurring charges of the City, the State of Texas and Collin County taxing jurisdictions throughout the term of this Agreement that may be due and payable by the Company. e. The Company represents and certifies that the Company does not and will not knowingly employ any undocumented worker at the Facilities or on the Property who is not lawfully admitted for permanent residence to the United States or authorized under law to be employed in the United States. If, after receiving any public subsidy from the City under this Agreement, the Company is convicted of a violation under 8 U.S.C. § 1324a(f), the Company shall repay to the City an amount equal to all Grant payments tendered to the Company under this Agreement and any other funds received by the Company from the City under this Agreement plus interest, at the rate of four percent (4%), not later than the 120th day after the date the public agency, state or local taxing jurisdiction notifies the Company of the violation.
Sample 1
The Company Representations. The Company makes the following representations: a. The Company has fully disclosed all relevant and material facts in order to induce the Department to enter into this Agreement. b. The Company's representations contained in this Agreement are true and correct. c. Each of the Company’s representations, recitals and terms contained in this Agreement were made for the purpose of inducing the Department to execute this Agreement. d. The Company filed tax returns in the State of for a tax based on net income that included sales in the numerator of the apportionment formula that now must be included in the numerator of the apportionment formula under the Michigan single business tax act, 1975 PA 228, MCL §208.1 et seq., and those sales increased the net tax liability payable to the State of . The company agrees to provide the Department with copies of such returns. e. The Company affirms that it has had no previous contact by the Department or its agents including the Multistate Commission regarding the tax covered by this Agreement. For purposes of this section, previous contact as defined in MCL 205.30c. (11)(d) means any notification of an impending audit, review, notice of intent to assess, assessment or subpoena. After June 30, 1999 previous contact will also include a final letter of inquiry. f. The Company affirms that it is not currently under audit by the Department or under investigation by the department of state police, department of attorney general, or any local law enforcement agency regarding the tax covered by this Agreement. g. The Company affirms that it is not currently the subject of a civil action or criminal prosecution involving the tax covered by this Agreement. h. The Company affirms that it is not incorporated or domiciled in Michigan. i. The Company [general description of business].
Sample 1
The Company Representations. The Company hereby represents and warrants to Farlxx xx follows: (a) The Company is a Nevada corporation which has been duly organized and is validly existing and in good standing under the laws of the State of Nevada and has the corporate power to own all of its property and assets and to carry on its business as it is now being conducted. (b) The Company has full power, authority and legal right to enter into this Agreement and to consummate the transactions contemplated herein. Upon execution and delivery of this Agreement, it will be a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as enforcement of remedies may be limited by bankruptcy, receivership, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights. (c) There are no actions, suits, labor disputes, arbitrations, grievance proceedings, government investigations or other proceedings pending or, to the knowledge of the officers of the Company, threatened against or affecting the Company or any of its properties or assets, at law or in equity, or before or by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or before any arbitrator of any kind, which might affect the Company's ability to consummate the transactions called for herein. (d) The Company has the authority to issue shares of its Series A Preferred Stock and when such shares are issued to Farlxx xxxsuant to this Agreement, such shares will be validly issued and outstanding, fully paid, nonassessable and free and clear of all mortgages, pledges, liens, security interests, options, rights, encumbrances or claims.
Sample 1
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The Company Representations. (a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted. (b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current articles of organization or governing documents; (ii) any material statute, rule or regulation applicable to the Company; or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company. (c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company;
Sample 1

Related to The Company Representations

  • Company Representations (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted. (b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company. (c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations. (d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1. (e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.

  • Company Representation Each Notice of Borrowing or Notice of Issuance given by the Company shall constitute a representation by the Company as to the satisfaction in respect of such borrowing or issuance of the conditions referred to in Section 3.02(a).

  • COMPANY REPRESENTATIONS, ETC The Company represents and warrants to the Buyer that:

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • The Company’s Representations The Company represents and warrants that it is free to enter into this Agreement and to perform each of the terms and covenants of it. The Company represents and warrants that it is not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement, and that its execution and performance of this Agreement is not a violation or breach of any other agreement between the Company and any other person or entity. The Company represents and warrants that this Agreement is a legal, valid and binding agreement of the Company, enforceable in accordance with its terms.

  • The Company’s Representations and Warranties The Company represents and warrants to the Investor as follows:

  • Your Representations You represent to the Company that you have read and fully understand this Agreement and the Plan and that your decision to participate in the Plan is completely voluntary. You also acknowledge that you are relying solely on your own advisors regarding the tax consequences of the Award.

  • Accuracy of the Company’s Representations and Warranties Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that: (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement; (iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of such Code of Ethics and any amendments thereto; (iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Adviser copies of its Form ADV as most recently filed with the SEC and will provide the Adviser and the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Sub-Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

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