Representations Correct. The foregoing representations, warranties and agreements are true, correct and complete in all material respects, and shall survive any Put Closing and the issuance of the shares of Common Stock thereby.
Representations Correct. At the time of entering into this Agreement all above representations and warranties or any other information given by the Borrower to the Bank are true and accurate.
Representations Correct. By its execution of this Amendment, each Credit Party hereby certifies that:
(a) This Amendment has been duly authorized by all necessary corporate or other organizational action and has been duly executed and delivered by each Credit Party that is a party hereto and constitutes a legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);
(b) Neither the execution, delivery or performance by any Credit Party of this Amendment (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of any Credit Party or any of its respective Restricted Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which any Credit Party or any of its Restricted Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject (except, in the case of preceding clauses (i) and (ii), other than in the case of any contravention, breach, default and/or conflict, that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect) or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, of any Credit Party or any of its respective Restricted Subsidiaries;
(c) Except to the extent the failure to obtain or make the same would not reasonably be expected to have a Material Adverse Effect, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for (x) those that have otherwise been obtained or made on or prior to the Amendment No. 1 Effective D...
Representations Correct. The representations made by such ----------------------- Investor in Section 5 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on the Closing Date.
Representations Correct. Vendor shall have delivered to Purchaser its certificate in the form of Schedule "K", dated as of the Closing Date, stating that each of the representations and warranties contained in Clause 6.1, as of the date of this Agreement was, and on the Closing Date is, true and correct in all material respects;
Representations Correct. The representations and warranties contained in Section 8.1 shall be true and correct on each Drawdown Date, Rollover Date or Conversion Date, as the case may be, as if made on the applicable date, unless any such representation and warranty refers to a specific date.
Representations Correct. By its execution of this Amendment, each Loan Party hereto hereby represents and warrants, as of the date hereof, that:
(a) Each of the representations and warranties made by any Loan Party set forth in Article 8 of the Credit Agreement or in any other Loan Document are true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such date (without duplication of any materiality standard set in any such representation or warranty);
(b) Each Loan Party has the requisite organizational and constitutional power and authority to execute, deliver and perform the terms and provisions of this Amendment and has taken all necessary Business action to authorize the execution, delivery and performance by it of this Amendment. Each Loan Party has duly executed and delivered this Amendment, and this Amendment constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights, and (ii) equitable principles (regardless of whether enforcement is sought in equity or at law); and
(c) No Default or Event of Default has occurred and is continuing or will exist immediately after giving effect to this Amendment.
Representations Correct. 12.17.1 You undertake that the information supplied to the Trust in the medical and financial reports is true and correct to the best of your knowledge.
12.17.2 Should any statement made by you in the medical or financial reports prove to be materially incorrect and it is shown that you knew or should have known that the statement was materially incorrect at the time this agreement was signed by you the Trust may terminate this agreement in accordance with the termination provisions of this agreement.
Representations Correct. The foregoing representations, warranties and agreements are true, correct and complete in all material respects, and shall survive any Put Closing and the issuance of the shares of Common Stock thereby for a period not to exceed six (6) months following the later of (i) the Termination Date, or (ii) the date that the Commitment Warrant has been fully and completely exercised.
Representations Correct. By its execution of this Joinder, each Credit Party hereby certifies that:
(a) This Joinder has been duly authorized by all necessary corporate or other organizational action and has been duly executed and delivered by each Credit Party that is a party hereto and constitutes a legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable debtor relief laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing; and
(b) the execution, delivery and performance of this Joinder and the other documents executed in connection herewith (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for such as (i) have been obtained or made and are in full force and effect, or (ii) the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any Applicable Laws with respect to such Credit Party or the Organizational Documents of such Credit Party, except to the extent that such violation would not reasonably be expected to result in a Material Adverse Effect, (c) will not violate or result in a default under any contractual obligation to which such Credit Party is party, except to the extent that such violation or default would not reasonably be expected to result in a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset of any Credit Party (other than Permitted Liens).
