The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Issued Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
(b) The Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 9(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 9(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.
The Company’s Representations and Warranties. The Company represents and warrants to the Investor as follows:
The Company’s Representations and Warranties. The Company represents and warrants to the Purchaser as follows:
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonasssessable.
(b) The Company will file periodic reports under the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations adopted by the SEC thereunder, to the extent the Company is required to file them under the Exchange Act, to enable the Management Stockholder to sell shares of Stock without registration under the Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC, subject to the transfer restrictions set forth in Section 3. Notwithstanding anything contained in this Section 9(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 9(b) shall be deemed to limit in any manner the restrictions on sales of Stock contained in this Agreement.
(c) In the event and to the extent that the exemption under Section 280G(b)(5)(B) of the Code is not available to exclude the benefits of this Agreement from inclusion in any excess parachute excise tax calculation under Section 4999 of the Code, which results in any such excise tax liability being imposed upon the Management Stockholder Entities, the Company and the Management Stockholder Entities shall use their reasonable best efforts to cooperate to reduce or eliminate any such excise tax liability.
The Company’s Representations and Warranties. The Company represents and warrants to Sellers as follows:
(a) The Company is a corporation duly incorpo- rated, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Registration Rights Agreement and to consummate the trans- actions contemplated hereby and thereby. This Agreement and the Registration Rights Agreement have been duly executed and delivered by the Company, and, assuming the due execution here- of by each other party hereto and thereto, constitute the le- gal, valid and binding obligations of the Company, enforceable against the Company in accordance with the terms hereof and thereof.
(b) The Company has not entered into any agree- ment, is not engaged in any discussions, and has not authorized its representatives to engage in such discussions, with respect to any transaction (i) that upon consummation would constitute a "Change of Control" of the Company as defined in Section 6(g), (ii) that is described in Section 6(g)(iii) or (iii) that involves the purchase by any Person (as defined in Section 6(a)(i)) or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of 30% or more of the outstanding shares of Common Stock.
(c) Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby will violate or con- flict with, or constitute a default under, or result in the creation or imposition of any Encumbrance upon any of the assets or properties of the Company under (i) the Company's Restated Certificate of Incorporation or bylaws, (ii) any agreement, judgment, order or other obligation to which the Company is a party or by which the Company is bound, or (iii) any law or regulation applicable to the Company or its assets or properties, except for such violations, conflicts, breaches, defaults or Encumbrances under clauses (ii) or (iii) which (x) would not prevent, materially delay or materially adversely affect the consummation of the transactions contemplated by this Agreement or (y) will be waived or otherwise released prior to the Closing as promptly as practicable (but in any event within 60 days) following the date of this Agreement.
(d) The Company has taken all necessary action to ensure that neither the entering into of this Agreement or the Registration Rights Agree...
The Company’s Representations and Warranties. Subject to the standard set forth in Section 3.1, each of the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true and correct at and as of the Closing Date as though made at and as of the Closing Date, except that those representations and warranties that address matters only as of a particular date need only be true and correct as of such date.
The Company’s Representations and Warranties. The Company represents and warrants to you, as of the date of this Agreement and as of any date that you commit to purchase LROs, that: (a) it is duly organized and is validly existing as a corporation in good standing under the laws of Georgia and has corporate power to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly authorized, executed (by electronic execution), and delivered by the Company; (c) the LROs as reflected in the applicable LRO Agreement have been duly authorized and, following payment of the purchase price by you and electronic execution, authentication and delivery to you of the LRO Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws or general principles of equity; and (d) it has complied in all material respects with applicable federal, state and local laws in connection with the offer and sale of the LROs. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE LRO AGREEMENT, OR THE OFFERING CIRCULAR (INCLUDING ANY SUPPLEMENT OR PQA), NEITHER THE COMPANY NOR ANY OTHER PERSON HAS MADE OR MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER WRITTEN OR ORAL, ON BEHALF OF THE COMPANY WITH RESPECT TO THE SUBJECT MATTER HEREOF. PAYMENT ON THE LROS, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT BY THE COMPANY OF LOAN PAYMENTS IN RESPECT OF THE CORRESPONDING LOAN. THE COMPANY DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE LRO PAYMENTS YOU EXPECT TO RECEIVE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER’S ABILITY TO PAY (OR THAT OF ITS PRINCIPAL(S)) AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING LOAN PAYMENTS.
The Company’s Representations and Warranties. The Company represents and warrants to the Trustee and the related Trust, as of the date of a Pooling and Servicing Agreement and as of the related Closing Date, as follows:
(a) The Company has been duly organized and is validly existing as a corporation under the laws of the State of Vermont, with full power and authority to own its properties and conduct its business as now conducted by it and to enter into and perform its obligations under the Pooling and Servicing Agreement, and has duly qualified to do business under the laws of each jurisdiction wherein it conducts any material business or in which the performance of its duties under the Pooling and Servicing Agreement would require such qualification.
(b) The Company has all requisite power and authority to own its properties and to conduct any and all business required or contemplated by the Pooling and Servicing Agreement to be conducted by the Company and to perform the covenants and obligations to be performed by it hereunder; the execution and delivery by the Company of the Pooling and Servicing Agreement are within the power of the Company and have been duly authorized by all necessary action on the part of the Company; and neither the execution and delivery of the Pooling and Servicing Agreement by the Company, nor the consummation by the Company of the transactions herein contemplated, nor compliance with the provisions hereof by the Company, will (1) conflict with or result in a breach of, or will constitute a default under, any of the provisions of the articles of incorporation or bylaws of the Company or any law, governmental rule or regulation, or any judgment, decree or order binding on the Company or its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which the Company is a party or by which it is bound or (2) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, deed of trust, contract or other instrument.
(c) The Pooling and Servicing Agreement and all other documents and instruments required or contemplated hereby to be executed or delivered by the Company under the Pooling and Servicing Agreement have been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by all other parties thereto, constitute legal, valid and binding agreements enforceable against the ...
The Company’s Representations and Warranties. The Company hereby represents and warrants as follows and hereby acknowledges and agrees that the Subscriber will rely on the following representations and warranties in effecting the subscription contemplated hereby:
(a) Organization and Qualification of the Company: the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business, operations or condition (financial or otherwise) of the Company;
The Company’s Representations and Warranties. The Company hereby represents and warrants as follows:
(a) The Company is a corporation duly formed and in good standing under the laws of the State of Nevada with full power and authority to conduct its business as presently contemplated;
(b) The Company warrants and covenants that there are no material misstatements or omissions in this Subscription Agreement or any information provided of the Offering documents herein; and
(c) The Company has the power to execute, deliver and perform this Subscription Agreement and any other agreement contemplated herein;
