Warranties and Representations of the Company. In order to induce the Consultant to enter into this Agreement, the Company hereby makes the following unconditional warranties and representations:
(a) The Company is not a party to any other contract or agreement with terms identical to those contained herein.
(b) The Company acknowledges that Consultant does not guarantee its ability to cause the consumption of any contract or merger or acquisition with any corporate candidate.
Warranties and Representations of the Company. Except as set forth in the attached Schedule of Exceptions, (“Schedule”) or in the Current Securities Filings, the Company hereby represents and warrants to Investor as follows:
(a) The Company is a corporation duly incorporated validly existing and in good standing under the laws of New Jersey and has all requisite corporate authority to own, lease and operate its properties and assets and to carry on its business as now being conducted. The Company is duly qualified or licensed as a foreign corporation and is in good standing in all jurisdictions where the nature of its business or property makes such qualification or licensing necessary and where the failure to do so would have a material adverse effect on its condition (financial or otherwise), business, properties, assets, liabilities (including contingent liabilities), results of operations or current prospects of the Company and its subsidiaries, taken as a whole (hereinafter a “Material Adverse Effect”).
(b) The Company will have, at the Closing Date, all requisite legal and corporate power to execute and deliver this Agreement, the Registration Rights Agreement and the Investor Rights Agreement (the Registration Rights Agreement and the Investor Rights Agreement are hereinafter collectively referred to as the “Related Agreements”) and to consummate any other transactions contemplated by the terms of this Agreement and the Related Agreements, including the delivery of certificate evidencing the Shares being purchased and to carry out and perform its obligations under the terms of this Agreement and the Related Agreements.
(c) (i) The execution and delivery of the Agreement and Related Agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders is required, and (ii) the Agreement and Related Agreements have been duly executed and delivered by the Company, and at the Closing shall constitute valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of gener...
Warranties and Representations of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) The grant of the Option to the Holder has been duly authorized by all requisite corporate action on the part of the Company and the shares of Common Stock represented by the Option have been properly reserved for issuance.
(c) The number of shares of Common Stock represented by the Option (when coupled with all shares currently outstanding and all shares to be issued upon the exercise of all other currently outstanding options granted by the Company) does not exceed the number of shares of Common Stock currently authorized for issuance by the Company's Certificate of Incorporation (the "Certificate").
(d) No consents, approvals or permits are required to be obtained from any third person, including, without limitation, any securities commission, before the grant of the Option, nor do any conditions precedent exist (other than those specifically identified herein) that would impair the Company's ability to grant the Option hereunder.
(e) No consents, approvals, nor permits are required to be obtained from any third person, other those which may be required under applicable securities laws, before the issuance of Common Stock upon the exercise of all or any portion of the Option.
Warranties and Representations of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) The grant of the Option to the Holder has been duly authorized by all requisite corporation action on the part of the Company and the shares of Common Stock represented by the Option have been properly reserved for issuance.
(c) The number of shares of Common Stock represented by the Option (when coupled with all shares currently outstanding and all shares to be issued upon the exercise of all other currently outstanding options granted by the Company which may be exercised absent an increase in the number of authorized shares of common stock) does not exceed the number of shares of Common Stock currently authorized for issuance by the Company's Certificate of Incorporation, as amended (the "Certificate").
(d) No consents, approvals or permits are required to be obtained from any third person, including, without limitation, any securities commission, before the grant of the Option, nor do any conditions precedent exist (other than those specifically identified herein) that would impair the Company's ability to grant the Option hereunder.
(e) No consents, approvals, nor permits are required to be obtained from any third person, other those which may be required under applicable securities laws, before the issuance of Common Stock upon the exercise of all or any portion of the Option.
Warranties and Representations of the Company. To induce you to enter into this Agreement and to purchase and pay for the Purchased Securities to be delivered to you at the Closing, the Company warrants and represents, as of the Closing Date, as follows:
Warranties and Representations of the Company. The Company hereby makes the following representations and warranties to Life and the Stockholders , each of which is true as of the date hereof and will be true as of the Closing Date and each of which shall be deemed to be independently material and to have been relied upon by Life and the Stockholders in connection with this Agreement.
Warranties and Representations of the Company. The Company represents and warrants that:
Warranties and Representations of the Company. The Company represents and warrants that:
(a) The Company has all requisite power and authority to execute, perform and carry out the provisions of this Agreement; and
(b) this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with the terms of this Agreement.
Warranties and Representations of the Company. The Company warrants and represents to Mallxx xx follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, with requisite corporate power and authority to execute and deliver this Agreement (b) the execution, delivery and performance by the Company of this Agreement has been duly authorized by the Company and constitutes the legal, valid and binding obligation of the Company except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights generally or the availability of equitable remedies and (c) the execution and delivery of this Agreement will not result in the breach of any agreement to which the Company is a party.
Warranties and Representations of the Company. To induce each of the Holders to enter into this Agreement and to purchase its respective Note in the principal amount set forth opposite such Holder's name on Schedule 1hereto, the Company hereby represents and warrants to each Holder that, except as set forth on the correspondingly numbered disclosure schedules attached hereto, as of the Closing Date:
