Company’s Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:
Company’s Representations, Warranties and Agreements. To induce Subscriber to purchase the Shares, the Company hereby represents and warrants to Subscriber and agrees with Subscriber as follows:
2.2.1 The Company has been duly incorporated and is validly existing as a corporation in good standing under the Delaware General Corporation Law (“DGCL”), with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.
2.2.2 When issued and delivered to Subscriber against full payment for the Shares in accordance with the terms of this Subscription Agreement and registered with the Company’s transfer agent, the Shares will be duly authorized, validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s amended and restated certificate of incorporation or under the DGCL.
2.2.3 This Subscription Agreement has been duly authorized, executed and delivered by the Company and is enforceable against it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.
2.2.4 The execution, delivery and performance of this Subscription Agreement (including compliance by the Company with all of the provisions hereof), issuance and sale of the Shares and the consummation of the certain other transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, which would reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Company (a “Material Adverse Effect”) or materially affect the validity of the Shares or the legal authority of the Company to comply in all material...
Company’s Representations, Warranties and Agreements. To induce the Purchaser to purchase the Shares, the Company hereby represents and warrants to the Purchaser and agrees with the Purchaser as follows:
Company’s Representations, Warranties and Agreements. The Company represents and warrants that each Entry provided to the Bank complies in all respects with the Rules and this Agreement. The Company acknowledges and agrees that, pursuant to the Rules, the Bank makes certain warranties to the ACH Operator and other Banks and that such warranties are made in reliance on: (i) the representations and warranties of the Company, including but not limited to those contained in this section of this Agreement and (ii) Company’s agreement to be bound by the Rules and applicable law. The Company shall indemnify the Bank against any claims, alleged claims, loss, liability or expense (including attorneys’ fees and expenses) resulting directly or indirectly from, related to or arising out of:
(i) any breach of the Company’s warranties or this Agreement; (ii) Company’s failure to exercise ordinary care in connection with its duties hereunder; (iii) any action by the RDFI upon an unauthorized or erroneous Entry initiated by the Company; (iv) any actions by a Designated Service Provider or agent of the Company that results in a breach of this Agreement by the Company; (v) to the extent that it involves the Bank, any litigation by an ACH Operator, an RDFI or any Company receivers asserting noncompliance on the Company’s part with the Rules, laws, regulations or regulatory requirements. Without limiting the foregoing, the Company warrants:
a. Each Entry is authorized pursuant to the Rules and the authorization has not been revoked;
b. Each authorization is clear and readily understandable by the receiver;
c. Copies of authorizations will be made available when requested by the Bank;
d. Each credit Entry is timely and accurate;
e. Each debit Entry is for a sum which, on the Settlement Date will be due and owing to the Company from the party whose account will be debited, is for a sum specified by such party or is to correct a previously transmitted erroneous credit Entry;
f. No Entry has been reinitiated in violation of the Rules;
g. Company warrants it has complied with all the warrantees set forth in the Rules for each Entry initiated;
h. If the Company originates Same Day ACH Entries, the special warrantees set forth in the Rules for such Entries have been complied with;
i. The Company has used commercially reasonable procedures to verify that all information contained in an Entry, including but not limited to routing numbers, is accurate and valid; and,
j. This Agreement has been duly and properly authorized by the Company, ...
Company’s Representations, Warranties and Agreements. In order to induce Investor to enter into this Agreement, Company, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:
(a) Company has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Company hereunder, (c) the issuance of the Exchange Shares is duly authorized by all necessary corporate action and the Exchange Shares are validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description, (d) Company has not received any consideration in any form whatsoever for entering into this Agreement, other than the surrender of the Preferred Shares, and (e) Company has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Company related to this Agreement.
Company’s Representations, Warranties and Agreements. The Company represents and warrants that each Entry provided to the Bank complies in all respects with the Rules and this Agreement. The Company acknowledges and agrees that, pursuant to the Rules, the Bank makes certain warranties to the ACH Operator and other financial institutions and that such warranties are made in reliance on: (i) the representations and warranties of the Company, including but not limited to those contained in this section of this Agreement and
Company’s Representations, Warranties and Agreements. To induce the Representative to purchase the Securities, the Company hereby represents and warrants to the Representative and the Sponsor and agrees with the Representative and the Sponsor as follows:
Company’s Representations, Warranties and Agreements. Except as otherwise disclosed in writing to the Subscriber prior to the Closing Date, the Company and each of its direct or indirect subsidiaries listed on the signature pages hereto (“Subsidiaries”), jointly and severally, represent and warrant to the Subscriber as set forth below as of the date hereof.
Company’s Representations, Warranties and Agreements. To induce the Subscriber to purchase the Class B Ordinary Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:
Company’s Representations, Warranties and Agreements. Company represents and warrants that (i) its Entries are accurate, timely and have been authorized by the party whose Account will be accessed; and (ii) each Entry provided to Bank complies in all respects with the Rules and this Agreement. Company acknowledges and agrees that, pursuant to the Rules, Bank makes certain warranties to the ACH Operator and other Banks and that such warranties are made in reliance on: (i) the representations and warranties of Company, including but not limited to those contained in this section of this Agreement and (ii) Company’s agreement to be bound by the Rules and applicable law. Company shall indemnify Bank against any claims, alleged claims, loss, liability or expense (including attorneys’ fees and expenses) resulting directly or indirectly from, related to or arising out of: (i) any breach of Company’s warranties or this Agreement; (ii) Company’s failure to exercise ordinary care in connection with its duties hereunder;
