Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows and, except as otherwise stated herein, makes the following representations and warranties, each of which is true and correct at the Closing on the date hereof, to the Employee, and all such covenants, representations and warranties shall survive the Closing.
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, and all such covenants, representations and warranties shall survive the Closing.
Covenants, Representations and Warranties of the Company. The Company represents and warrants to NCPS that:
(i) The Company is registered, in good standing, and has obtained all approvals and licenses required to conduct its business, including payment of all federal, state, and local taxes.
(ii) Neither the Company nor any of its officers, directors, employees or agents is or has been, in any domestic or foreign jurisdiction, (a) indicted for or convicted of any felony or any securities or investment related offense of any kind, (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking or (c) the subject or target of any securities or investment-related investigation by any regulatory authority. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act, as amended (the “Securities Act”)) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the disqualification provisions described in Rule 262 under the Securities Act (a “Disqualification Event”).. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event and has disclosed every Disqualification Event to NCPS.
(iii) The Offering Materials and any marketing materials provided by the Company will not contain any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleading.
(iv) In its statements and meetings with prospective investors, the Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading and will treat all prospective investors fairly and with the utmost integrity.
(v) The Company will promptly notify NCPS in writing if it discovers any material misstatement or inconsistency, or the omission of a material fact, in the Indicative Terms, the Offering Materials or any promotional material developed by NCPS or the Company.
(vi) The Company will promptly supplement or amend the Indicative Terms and/or the Offering Documents and will pr...
Covenants, Representations and Warranties of the Company. The Company covenants with, and represents and warrants to, Subscriber as follows:
(a) The Company is duly organized and validly exists as a corporation in good standing under the laws of the State of Maryland.
(b) The Company has all such corporate power and authority to enter into, deliver and perform this Subscription Agreement and the Warrant.
(c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement and the Warrant by the Company, and the issuance and sale of the Securities to be sold by the Company pursuant to this Subscription Agreement and the Warrant. This Subscription Agreement and the Warrant have been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(d) As of the date hereof, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or to the Company's knowledge threatened, with respect to the Company, or its respective operations, businesses, properties, or assets, except as properly described in the Memorandum or such as individually or in the aggregate do not now have and will not, to the best knowledge of the Company, in the future have a material adverse effect upon the operations, business, properties or assets of the Company. The Company is not, nor as of each Closing Date shall be, in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree, except as properly described in the Memorandum or such as individually or in the aggregate do not have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company; nor is the Company required to take any action in order to avoid any such violation or default.
(e) To its best knowledge, the Company has not infringed, is not infringing, nor has received notice of any claim that the Company has infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark, trade dress, service mxxx and any other int...
Covenants, Representations and Warranties of the Company. (a) The Company hereby represents and warrants to the Stockholder that, as of the date hereof and of any date during the effectiveness of this Agreement:
(i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority (corporate or otherwise) and full legal right to execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by it and constitutes a valid and binding agreement enforceable against it in accordance with its terms except (x) as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights, and (y) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought;
(ii) it is not in liquidation or receivership and, to the best of its knowledge, no proceedings have been initiated to accomplish its liquidation, bankruptcy, insolvency or receivership;
(iii) none of the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof will (A) conflict with or result in any breach of the organizational documents of the Company, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, agreement or other instrument or obligation of any kind to which the Company is a party or by which the Company or any of its properties or assets may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, role or regulation applicable to the Company or any of its properties or assets; except, in the case of clauses (B) and (C), for violations, breaches and defaults that, individually and in the aggregate, would not materially impair the ability of the Company to perform its obligations hereunder; and
(iv) the Transaction and the Offer have not been restrained, enjoined or otherwise prohibited or made illegal by any applicable law, including any order, injunction, decree or ...
Covenants, Representations and Warranties of the Company. (a) The Company shall use its best efforts to keep the Registration Statement effective so as to permit the public sale of the Shares for a period of three (3) years after the effective date of the Registration Statement.
(b) The Company will provide the Selling Shareholders with sufficient copies of the Registration Statement (and prospectus contained therein) as shall be required to satisfy prospectus delivery requirements under federal and state securities laws.
(c) The Company will pay all expenses of the public offering of the Shares except for fees of attorneys, accountants and other advisors retained by the Selling Shareholders and brokerage and other selling commissions associated with the distribution of the Shares.
(i) In the case of the happening, at any time after the commencement of the offering of the Shares, and prior to its termination, of any event which materially affects the Company or the Shares which should be set forth in an amendment of or supplement to the Registration Statement in order to make the statements therein not misleading, the Company agrees, upon receiving knowledge of such event, to notify the Selling Shareholders as promptly as possible of the happening of such an event.
(ii) In such event, the Company agrees to prepare and furnish to the Selling Shareholders copies of an amended Registration Statement or a supplement to the Registration Statement (including the prospectus contained therein) in such quantities as the Selling Shareholders may reasonably request, in order that the Registration Statement as so amended or supplemented will not contain any untrue statement of material fact, or omit to state any material fact necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. The Selling Shareholders agree temporarily to terminate the offering of the Shares during the period between the notification by the Company to the Selling Shareholders of the need for such amendment or supplement to the Registration Statement and the time such amendment or supplement has been completed. The duration of this time period shall be at the sole discretion of the Company.
(e) The Company agrees to obtain the necessary state securities and blue sky registrations or clearances in only those states in which it elects to do so.
(f) No order preventing or suspending the use of any preliminary prospectus contained in the Registration Statement has been issued by the Commission...
Covenants, Representations and Warranties of the Company. The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the applicable Closing, to the Purchasers, and all such covenants, representations and warranties shall survive the Closings.
Covenants, Representations and Warranties of the Company. The Company represents and warrants to, and covenants with, the Assignee that:
a. The representations and warranties made by the Company under Subsection 7.01 and Subsection 7.02 of the Purchase Agreement are true and correct in all material respects as of the related Closing Date and no event has occurred which, with notice or the passage of time, would constitute a default under the Purchase Agreement.
b. The Company acknowledges and agrees that upon execution of this Agreement, [___________] shall become the "Purchaser" under the Purchase Agreement but not the Servicing Rights Owner, and all representations, warranties and covenants by the Company as the "Seller" thereunder, including, but not limited to, the representations, warranties and covenants to repurchase any Mortgage Loan and to indemnify the "Purchaser", shall accrue to [__________] by virtue of this Agreement.
Covenants, Representations and Warranties of the Company. The Company hereby covenants and represents and warrants to the Purchaser that:
Covenants, Representations and Warranties of the Company. The Company covenants with, represents and warrants to, the Purchasers as follows:
(a) The Company and its Controlled Subsidiaries, are (a) corporations duly organized, validly existing and in good standing under the laws of their respective states of incorporation, each have full power and authority to own or lease all of the assets owned or leased by each of them and to conduct their respective business as described in the Memorandum and (b) are duly qualified to do business and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted or the character of the assets owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the Company's presently conducted business taken as a whole with the business of the Controlled Subsidiaries (“Material Adverse Effect”). The term “Controlled Subsidiaries” means any corporation or other organization in which the Company owns, directly or indirectly, an equity or other ownership interest equal to or greater than 50 percent.
