Warranties and Covenants of the Company. 5. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware. The Company has full right, power and authority to enter into this Agreement and to perform its obligations hereunder.
Warranties and Covenants of the Company. (a) In connection with the transactions provided for herein, the Company hereby represents and warrants to the Holder that the Warrant Shares, when issued, sold, and delivered in accordance with the terms of the Warrants for the consideration expressed therein, will be (i) duly and validly issued, fully paid and nonassessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof, and (iii) based in part upon the representations and warranties of the Holders in this Warrant, will be issued in compliance with all applicable federal and state securities laws.
Warranties and Covenants of the Company. The Company represents and warrants to, and agrees with, the Advisor as follows:
Warranties and Covenants of the Company. As a material inducement of Subscriber to enter into this Subscription Agreement and subscribe for the Warrants, the Company represents and warrants to Subscriber, as of the date hereof, as follows:
Warranties and Covenants of the Company. In connection with the transactions provided for herein, the Company hereby represents and warrants to the Holder that the Warrant Shares, when issued, sold, and delivered in accordance with the terms of the Warrants for the consideration expressed therein, will be (i) duly and validly issued, fully paid and nonassessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof, and (iii) based in part upon the representations and warranties of the Holder in this Warrant, will be issued in compliance with all applicable federal and state securities laws. The Company covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of the Company’s Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, the Company shall mail to the Holder, at least 10 days prior to the date of such record, a notice specifying the date on which such record is to be taken for the purpose of such dividend or distribution.
Warranties and Covenants of the Company. The Company hereby represents and warrants to Lender that as of the date of this Agreement and as of the Closing Date, except as set forth on a Schedule of Exceptions furnished to Lender, specifically identifying the relevant subparagraph(s) hereof, which exceptions will be deemed to be representations and warranties as if made hereunder:
Warranties and Covenants of the Company. The Company represents and warrants to the Purchaser that:
Warranties and Covenants of the Company. The Company shall have complied in all material respects with its agreements and covenants contained herein to be performed on or prior to the Closing Date, and the representations and warranties of the Company contained herein shall be true in all material respects (or, in the case of any representations or warranties of the Company contained herein that are already qualified by Materiality or Material Adverse Effect, shall be true as written) on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except (a) as otherwise contemplated hereby, and (b) to the extent that such representations and warranties were made as of a specified date and as to such representations and warranties the same shall continue on the Closing Date to have been true in all material respects (or true as written, as applicable) as of the specified date. LSAC and Newco shall have received a certificate executed by an executive officer of the Company, dated as of the Closing Date, certifying as to the fulfillment of the conditions set forth in this Section 6.01.
Warranties and Covenants of the Company. The Company represents, warrants and covenants to the P.C. that:
Warranties and Covenants of the Company. Except as and to the extent otherwise specifically disclosed in the Schedule of Exceptions attached to this Agreement as Exhibit I, the Company hereby represents and warrants to the Purchasers as follows (which representations and warranties shall be deemed to apply, where appropriate, to each subsidiary of the Company):
