Representations of the Corporation. The Corporation represents to the Equity Participant that:
(a) The execution, delivery and performance by the Corporation of this Agreement and all transactions contemplated by this Agreement have been duly authorized by all action required by law, its Certificate of Incorporation, its Bylaws or otherwise.
(b) This Agreement has been duly executed and delivered by the Corporation and constitutes the legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms.
Representations of the Corporation. The Corporation represents that it is not presently aware of any cause of action that it or any of the other Releasees have against Executive as of the date hereof. The Corporation acknowledges that the release granted by Executive in Paragraph 2 above will be null and void in the event the Corporation subsequently seeks to treat Executive’s termination of employment as “for Cause” under the last sentence of Section 6(ii) of the Employment Agreement.
Representations of the Corporation. The Corporation represents and warrants as follows: (a) The Corporation is a corporation duly incorporated and in good standing under the laws of the State of New York, is duly qualified and authorized to engage in business as a public utility in the State of New York, has power to enter into, execute and deliver this Supplemental Agreement, the Supplemental Tax Regulatory Agreement, and the Corporation Obligation and by proper corporate action has duly authorized the execution and delivery of this Supplemental Agreement, the Supplemental Tax Regulatory Agreement and the Corporation Obligation; (b) The execution, delivery and performance of this Supplemental Agreement, the Supplemental Tax Regulatory Agreement and the Corporation Obligation and the consummation of the transactions herein contemplated will not conflict with or constitute a breach of or a default under the Corporation's Certificate of Consolidation or By-Laws or any judgment, decree, order, statute, rule or regulation applicable to the Corporation or any indenture, mortgage, loan agreement or other contract or instrument to which the Corporation is a party or by which it is bound; (c) The execution and delivery of this Supplemental Agreement and the issuance of the Corporation Obligation by the Corporation in the manner and for the purposes herein set forth have been duly authorized by order of the Public Service Commission of the State of New York; and (d) All necessary authorizations for or approvals of the execution and delivery of this Supplemental Agreement, the Supplemental Tax Regulatory Agreement and the Corporation Obligation have been obtained by the Corporation. The Corporation additionally represents and warrants that the representations and warranties of the Corporation set forth in the Supplemental Tax Regulatory Agreement are true and correct in all material respects.
Representations of the Corporation. To induce the Shareholder and the Investment Manager to enter into this Agreement, the Corporation represents and warrants to the Shareholder and the Investment Manager as follows:
Representations of the Corporation. The Corporation represents that all corporate actions on the part of the Corporation, its officers, directors and stockholders necessary for the sale and issuance of this Warrant have been taken.
Representations of the Corporation. The Corporation represents and warrants to the Trustee as follows:
SECTION 1.1. The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
SECTION 1.2. The execution, delivery and performance by the Corporation of this Second Supplemental Indenture has been authorized and approved by all necessary corporate action on the part of the Corporation.
Representations of the Corporation. The Corporation represents and warrants to FMFS that:
A. The Corporation is an open-ended diversified investment company under the 1940 Act;
B. The Corporation is a corporation organized, existing, and in good standing under the laws of Maryland;
C. The Corporation is empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement;
D. All necessary proceedings required by the Articles of Incorporation have been taken to authorize it to enter into and perform this Agreement;
E. The Corporation will comply in all material respects with all applicable requirements of the Securities Act, the Exchange Act, the 1940 Act, and any laws, rules and regulations of governmental authorities having jurisdiction; and
F. A registration statement under the Securities Act will be made effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all shares of the Corporation being offered for sale.
Representations of the Corporation. The Corporation warrants and represents to the Trust as of the date hereof that:
Representations of the Corporation. The Corporation hereby represents and warrants to Consultant that, upon the services rendered the Corporation will issuance and delivery the Stock to Consultant in accordance with the terms and conditions of this Agreement, the Stock will be duly authorized, validly issued, fully paid and nonassessable; and Consultant will be the true and lawful owner of the Stock, and will hold such Stock free and clear of any and all security interests, liens, claims, options, charges or other legal or equitable restrictions.
Representations of the Corporation. The Corporation represents, warrants and covenants to the Warrant Holder as follows:
(a) All shares of Common Stock that may be issued upon the exercise of the Warrants shall, upon issuance, be duly and validly issued, fully paid and nonassessable, and free from all liens, encumbrances, adverse interests, claims, charges, levies, restrictions, agreements and taxes of any nature whatsoever with respect to the purchase and issuance of the Shares except only for applicable restrictions under state and federal securities laws with regard to the transferability thereof. The Corporation has done and performed all acts and things necessary to make the Warrants the valid, binding and legal obligations of the Corporation and the Warrants are the valid, binding and legal obligations of the Corporation;
(b) The Corporation is a corporation duly organized and validly existing under the laws of the State of New York, has all requisite corporate power and authority to own, operate and carry on its business and to enter into this Agreement and to perform all of its obligations hereunder and is duly qualified and in good standing in the State of New York;
(c) The Corporation has obtained all necessary authorizations and approvals from its Board of Directors required for the execution and delivery of this Agreement and all collateral documents arising out of or relating to this transaction. This Agreement has been duly executed and delivered by the Corporation and constitutes the legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms (except as may be limited by applicable bankruptcy and insolvency laws);
(d) Neither the execution and delivery of this Agreement nor any of the other instruments or documents contemplated hereby, nor the issuance of the Shares or the Warrants, nor the incurrence of the obligations herein set forth (i) will result in a violation of, or constitute a default under, the certificate of incorporation or by-laws of the Corporation, or any material obligations, agreements, covenants or conditions contained in any bond, debenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Corporation is a party or by which it or any of its properties may be bound, or (ii) is in violation of any order, rule, regulation, writ, injunction, or decree of any domestic government, ...
