Representations, Warranties, Covenants and Agreements of the Company. The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:
(a) The Company has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the Company of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company. This Agreement constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally.
(b) The Company represents and warrants that it has no place of business or offices where its respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto;
(c) The Company is the sole owner of the Collateral (except for non-exclusive licenses granted by the Company in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the Security Interest in and to pledge the Collateral. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been filed in favor of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral. So long as this Agreement shall be in effect, the Company shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement).
(d) No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Company's use of any Collateral violates the rights of any third party. There has been no adverse decision to the Company's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Company's right to keep and maintain such Collateral in full for...
Representations, Warranties, Covenants and Agreements of the Company. The Company represents and warrants to, and covenants and agrees with, the Purchasers, as of the date hereof, that:
Representations, Warranties, Covenants and Agreements of the Company. The Company represents, warrants, covenants, and agrees with the Agent as follows:
(a) The Company has been duly incorporated and is in good standing under the laws of the State of Texas, has corporate power and authority to own its properties and to conduct its business and possesses all material licenses and approvals necessary for the conduct of its business and the Company is duly qualified to do business and is in good standing as a foreign corporation in the States of New Mexico and Arizona;
(b) The Company has full power and authority to take all actions required or permitted to be taken by it by or under, and to perform and observe the covenants and agreements on its part contained in, this Agreement, the Tender Agreement, the Loan Agreement, the Continuing Disclosure Agreement with respect to the Bonds dated as of August 1, 2005 (the “Continuing Disclosure Agreement”) and any other instrument or agreement relating thereto to which it is a party;
(c) The Company has, on or before the date hereof, duly taken all action necessary to be taken by it prior to such date for: (i) the execution, delivery and performance of this Agreement, the Tender Agreement, the Loan Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which it is a party and which has been or will be executed in connection with the transactions contemplated by the foregoing documents, and (ii) the carrying out, giving effect to, consummation and performance of the transactions and obligations contemplated hereby and by the 2005 Remarketing Supplement; provided, that no representation is made with respect to compliance with the securities or “Blue Sky” laws of the various states of the United States;
(d) This Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, when duly and validly executed and delivered by the parties hereto and thereto, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws, judicial decisions or principles of equity relating to or affecting the enforcement of creditors’ rights or contractual obligati...
Representations, Warranties, Covenants and Agreements of the Company. The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:
(a) Company is the owner of the Collateral, and no other person or entity has any right, title, claim or interest in, against or to the Collateral.
(b) This Agreement (i) has been duly authorized by all necessary corporate action of the Company, (ii) has been duly executed by the Company, and (iii) constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally.
(c) Company’s place of business (or, if Company has more than one place of business, its principal executive office) is located at 000 Xxxxx Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxx Xxxxx, XX 00000. The Company’s true legal name is as set forth in the preamble to this Agreement. The Company’s jurisdiction of formation is as set forth in the preamble to this Agreement. Company does not do business under any trade name or fictitious business name. Company will notify Secured Party, in writing, within at least thirty (30) days of any change in its place of business or jurisdiction of formation or the adoption or change of its legal name, any trade name or fictitious business name, and will upon request of Secured Party, execute or authenticate any additional financing statements or other certificates or records necessary to reflect any change in its place of business or jurisdiction of formation or the adoption or change in its legal name, trade names or fictitious business name.
Representations, Warranties, Covenants and Agreements of the Company. 3.1. The Company represents and warrants to, and covenants and agrees with the Secured Party as follows:
Representations, Warranties, Covenants and Agreements of the Company. The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:
(a) This Agreement constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally.
(b) The Company represents and warrants that its principal place of business is set forth in the Company's filings with the Securities and Exchange Commission that that it has no place of business or offices where its respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located;
(c) The Company is the sole owner of the Collateral (except for licenses granted by the Company in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the Security Interest in and to pledge the Collateral, subject to the surrender and cancellation of previously issued debentures. Subject to the surrender and cancellation of previously issued debentures, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that have been filed in favor of any secured party pursuant to this Agreement or similar agreements) covering or affecting any of the Collateral.
(d) No part of the Collateral has been judged invalid or unenforceable. There has been no adverse decision to the Company's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Company's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the Company, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority.
(e) The Company shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (w...
Representations, Warranties, Covenants and Agreements of the Company. In order to induce the Purchaser to execute and deliver this Subscription Agreement and to issue and purchase the Shares and the Warrants from the Company, the Company represents and warrants to, and covenants and agrees with, the Purchaser as follows:
(a) The Company represents and warrants to the Purchaser that (i) it has full power and authority to execute and deliver this Subscription Agreement, (ii) this Subscription Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company and (iii) this Subscription Agreement is enforceable against the Company in accordance with its terms.
(b) The Shares, when issued, will be fully paid, validly issued and non-assessable and the Shares and Warrants will be delivered to Purchaser hereunder free and clear of all liens, claims and encumbrances whatsoever. All of the outstanding Common Stock Purchase Warrants of the Company have terms not exceeding two years.
Representations, Warranties, Covenants and Agreements of the Company. Except as set forth in the accompanying disclosure schedules, or as disclosed in, and reasonably apparent from, any report, schedule, form or other document filed with, or furnished to, the SEC and publicly available prior to the date of this Agreement, the Company represents and warrants to, and covenants and agrees with, the Purchasers, as of the date hereof, that:
Representations, Warranties, Covenants and Agreements of the Company. The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:
(a) The Company has the requisite limited liability company power and authority to enter into this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company. This Agreement has been duly executed by the Company. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting the rights and remedies of creditors and by general principles of equity.
(b) The Company shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interests to create in favor of the Secured Party a valid, perfected and continuing perfected first priority lien in the Collateral.
(c) This Agreement creates in favor of the Secured Party a valid security interest in the Collateral, subject only to Permitted Liens securing the payment and performance of the Obligations. Upon making the filings described in the immediately following paragraph, all security interests created hereunder in any Collateral which may be perfected by filing Uniform Commercial Code financing statements shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements referred to in the immediately following paragraph, no action is necessary to create, perfect or protect the security interests created hereunder.
(d) The Company hereby authorizes the Secured Party to file one or more financing statements under the UCC, with respect to the Security Interests, with the proper f...
Representations, Warranties, Covenants and Agreements of the Company. (a) The Company represents, warrants, covenants and agrees with the Auction Agent as follows:
(i) the Company is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, and has all necessary power and authority to execute and deliver this Agreement and to authorize, create and issue the Capital Securities, Common Securities and Junior Subordinated Debt Securities;
(ii) this Agreement has been duly and validly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Auction Agent, constitutes the legal, valid and binding obligation of the Company subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, receivership or similar laws, whether statutory or decisional, relating to or
