Common use of Token Issuer Representations Clause in Contracts

Token Issuer Representations. (a) The Token Issuer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction 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 Token Issuer of this Agreement is within the power of the Token Issuer and, other than with respect to the actions to be taken when the Token Amount is to be issued to the Purchaser, has been duly authorized by all necessary actions on the part of the Token Issuer. This instrument constitutes a legal, valid and binding obligation of the Token Issuer, enforceable against the Token Issuer 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 Token Issuer, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Token Issuer or (iii) any material indenture or contract to which the Token Issuer 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 Token Issuer. (c) The performance and consummation of the transactions contemplated by this Agreement do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Token Issuer; (ii) result in the acceleration of any material indenture or contract to which the Token Issuer 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 Token Issuer or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Token Issuer, its business or operations. (d) No consents or approvals are required in connection with the performance of this Agreement, other than: (i) the Token Issuer’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws. (e) To its knowledge, the Token Issuer 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 (collectively, “IP 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. To the extent that the Token Issuer develops additional intellectual property in the future, it will make reasonable efforts to secure IP Rights for that intellectual property. (f) The Token Issuer incorporates and restates in this Agreement by reference all representations and warranties made by the Token Issuer contained in the Purchase Agreement.