Representations, Warranties and Covenants of Company. The Company represents and warrants to, and covenants with, the Subscriber as follows:
Representations, Warranties and Covenants of Company. The Company represents and warrants to Contractor, and covenants as follow:
Representations, Warranties and Covenants of Company. The Company hereby represents, warrants and covenants and agrees to and with the Subscriber (and acknowledges that the Subscriber is relying thereon) that:
Representations, Warranties and Covenants of Company. Company hereby represents and warrants to Dealer that each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of August 13, 2014, among Company, Xxxxxxx, Sachs & Co. and X.X. Xxxxxx Securities LLC as representatives of the several purchasers named in Schedule I thereto (the “Initial Purchasers”), is true and correct and is hereby deemed to be repeated to Dealer as if set forth herein. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date, and, in the case of the representations in Section 8(a), at all times until termination of the Transaction, that:
(a) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. Company represents and warrants to Dealer that the Maximum Number of Shares is equal to or less than the number of authorized but unissued Shares of Company that are not reserved for future issuance in connection with transactions in the Shares (other than the Transaction) on the date of the determination of the Maximum Number of Shares (such Shares, the “Available Shares”). Company shall not take any action to decrease the number of Available Shares below the Maximum Number of Shares.
(b) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
(c) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act).
(d) Each of Company and its affiliates is not, on the date hereof, aware of any material non-public information with respect to Company or the Shares.
(e) To Company’s knowledge, no state or local (...
Representations, Warranties and Covenants of Company. The Company represents and warrants to the Investors that as of the date hereof:
Representations, Warranties and Covenants of Company. Company represents, warrants, and covenants to Manager, with the understanding Manager is relying upon such representations, warranties, and covenants that (a) Company has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (b) the execution and delivery of this Agreement and the performance by Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Company; (c) upon execution and delivery of this Agreement by Company, this Agreement will constitute the valid and binding obligation of Company; (d) all information supplied by Company or its agents to Manager or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (e) Manager will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Company that is not designated in this Agreement as Company; (f) Company is and will be the sole owner of any and all other information, documents, applications, data, schematics, diagrams, and the like used by Manager or its affiliates pursuant to or otherwise in furtherance of the purposes of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Company, threatened against or involving Company, brought by Company, affecting Company, or any of the rights and obligations described therein, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the twenty-four (24) month period preceding the Effective Date of this Agreement; and (h) Company shall be solely responsible for any excise, transfer, sales or similar tax with respect to the Deliverables. Company shall maintain Company’s Facility and all equipment in good working condition to ensure the cultivation of high-quality marijuana plants. For purposes of this Section, good working condition shall mean that the Facility: (i) shall meet or exceed all required security and safety laws, codes and regulations; (ii) contain sufficient and functioning grow lamps and timers; (iii) contain sufficient, functioning and programmable temperature, CO2...
Representations, Warranties and Covenants of Company. The Company represents and warrants to, and covenants with, GKM that:
(i) The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and all consents, authorizations, approvals and orders required in connection with the execution, delivery and performance hereof have been obtained; (ii) this Agreement is a valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and general principles of equity; and (iii) the execution, delivery and performance of this Agreement will not conflict in any material way with, result in a material breach of any of the terms or provisions of, or constitute a material violation or a material default under, any material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound.
b. The Company shall furnish GKM with such information as GKM and the Company reasonably believe appropriate to GKM's assignment hereunder (all such [LOGO] information so furnished being the "Information"). The Company recognizes and confirms that GKM (i) will use, and rely primarily on, the Information and information available from generally recognized public sources (the "Other Information") in rendering its services without having independently verified the same, (ii) does not assume responsibility for the accuracy or completeness of the Information and such Other Information, (iii) will not make an appraisal of any assets of the Company and (iv) will provide its advice hereunder based on the Information and the Other Information. The Company shall promptly notify GKM of any material inaccuracy or misstatement in, or material omission from, any Information theretofore delivered to GKM of which the Company becomes aware.
c. During the term of this Agreement, the Company will give GKM prompt notice of any material change in the assets, liabilities, condition (financial or otherwise), earnings, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business, as well as such other information concerning the business and financial condition of the Company as GKM may from time to time reasonably request.
Representations, Warranties and Covenants of Company. The Company represents and warrants to the County as follows:
a. The Company has full power and authority to execute, deliver and perform this Agreement and to take all actions necessary to carry out the transactions contemplated by this Agreement.
b. This Agreement has been duly 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.
Representations, Warranties and Covenants of Company. As of the date of this Agreement, Company hereby represents, warrants and covenants to Dealer the following:
Representations, Warranties and Covenants of Company. The Company and each US Borrower each represent and warrant as of the date hereof, and covenant to the Lender as follows, and acknowledge that the Lender is relying upon the representations, warranties and covenants contained in this Agreement and in any certificate or other document delivered pursuant hereto in connection with the issuance of the Notes and Warrants. Notwithstanding anything contained herein, each of the representations and warranties given by the Company and the US Borrowers in this Article 4, are deemed to specifically exclude any U.S. federal laws, statutes, codes, ordinances, decrees, rules, regulations which apply to the production, trafficking, distribution, processing, extraction, and/or sale of marijuana (cannabis) and related substances (other than Section 280E of the U.S. Tax Code).
