Company Representations and Covenants. (i) The Company is a “reporting issuer” as defined by Rule 902 of Regulation S.
Company Representations and Covenants. In order to induce the Members to enter into this Agreement and to make the Capital Contributions contemplated hereby, the Company hereby represents and warrants and agrees to each Member as follows:
Company Representations and Covenants. 8.1 The Company represents and warrants to Holder that:
Company Representations and Covenants. (a) (i) The representations and warranties of the Company set forth in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.3 (Capitalization), Section 4.18(a) (Absence of Changes) and Section 4.20 (No Brokers) shall be true and correct in all respects, except for de minimis inaccuracies, as of the date of this Agreement and at and as of the Closing Date, as though made on and as of the Closing Date (other than any such representation or warranty that is expressly made as of a specified date, which need be true and correct in all respects, except for de minimis inaccuracies, as of such specified date only), and (ii) all other representations and warranties of the Company contained in Article 4 shall be true and correct as of the date of this Agreement and at and as of the Closing Date, as though made on and as of the Closing Date (other than any representation or warranty that is expressly made as of a specified date, which need be true and correct as of such specified date only), except to the extent that the failure of such representations and warranties of the Company contained in Article 4 to be so true and correct as of the date of this Agreement and at and as of the Closing Date (or in respect of any representation or warranty that is expressly made as of a specified date, as of such date only) has not resulted in, or would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; provided that, solely for purposes of this Section 8.2(a)(ii), all materiality qualifiers within such representations and warranties shall be disregarded.
Company Representations and Covenants. The Company represents, warrants and covenants to Cantor that:
Company Representations and Covenants. The Company hereby represents, ------------------------------------- warrants and convenants to the Holders that:
Company Representations and Covenants. (a) The Company represents and warrants: (i) that it has no present intention of disposing of or abandoning the Project nor of directing the Project to a use other than the purposes represented to the Issuer; (ii) that it intends to cause the Project to be operated as a "
Company Representations and Covenants. (i) Company hereby agrees that it shall be solely responsible for the impact of any and all taxes arising out of the COB/CEO’s receipt of any equity compensation payable under this Agreement.
Company Representations and Covenants. Preferred Holder is converting the amounts of Preferred Stock for the Conversion Shares in reliance upon the following representations made by the Company:
Company Representations and Covenants. The Company represents and warrants that this Letter Agreement and the transactions contemplated hereunder do not violate, conflict with, or, except as set forth on Exhibit C, give rise to any potential right of first refusal to purchase the Securities, or constitute a default under, the terms, conditions or provisions of any contract to which the Company or any of its affiliates is a party, including, without limitation, any underwriting contracts, exclusivity contracts, investor rights agreements or rights of first refusal. The Company agrees to indemnify and hold harmless APS Financial and each purchaser of Securities from and against any losses, costs, expenses or claims, in whole or in part, based on, relating to or arising out of, any of the contracts or transactions described on Exhibit C. The Company, and its affiliates, have not taken, and will not take, any action, directly or indirectly, that may cause the Bridge Placement or Secondary Placement to fail to be entitled to exemption from registration under federal or applicable state securities laws or "blue sky" laws.
