General Representations Sample Clauses

General Representations. The Governmental Lender makes the following representations as the basis for the undertakings on its part herein contained: (a) The Governmental Lender is a public nonprofit corporation, organized and existing under the laws of the State of Texas, has the power and authority to (i) enter into the Funding Loan Documents to which it is a party and the transactions contemplated thereby, (ii) incur the special limited obligation represented by the Governmental Lender Notes and the Funding Loan and apply the proceeds of such obligation or loan to finance the Project and (iii) carry out its other obligations under this Funding Loan Agreement and the Governmental Lender Notes, and by proper action has duly authorized the Governmental Lender’s execution and delivery of, and its performance under, such Funding Loan Documents and all other agreements and instruments relating thereto. (b) The Governmental Lender is not in default under or in violation of, and the execution and delivery of the Funding Loan Documents to which it is a party and its compliance with the terms and conditions thereof will not conflict or constitute a default under or a violation of, (i) the Act, (ii) to its knowledge, any other existing laws, rules, regulations, judgments, decrees and orders applicable to it, or (iii) to its knowledge, the provisions of any agreements and instruments to which the Governmental Lender is a party, a default under or violation of which would prevent it from entering into the Funding Loan Agreement, executing and delivering the Governmental Lender Notes, financing the Project, executing and delivering the other Funding Loan Documents to which it is a party or consummating the transactions contemplated thereby, and, to its knowledge, no event has occurred and is continuing under the provisions of any such agreement or instrument or otherwise that with the lapse of time or the giving of notice, or both, would constitute such a default or violation (it being understood, however, that the Governmental Lender is making no representations as to the necessity of registering the Borrower Notes pursuant to any securities laws or complying with any other requirements of securities laws). (c) No litigation, inquiry or investigation of any kind in or by any judicial or administrative court or agency is pending or, to the knowledge of the Governmental Lender, threatened against the Governmental Lender with respect to (i) the organization and existence of the Governmental Len...

General Representations. The Undersigned represents and warrants as follows: A. The Undersigned is purchasing the Units without having been furnished any offering literature; has received all documents, records and books pertaining to investment in the Corporation requested by and deemed sufficient by him to make an investment in the Corporation; and has been furnished with or has acquired copies of all reports filed by the Corporation pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”) prior to the date of this Subscription Agreement and copies of all press releases issued by the Corporation prior to the date of this Subscription Agreement; B. The Undersigned understands that he is purchasing the Units without being furnished any offering materials and that such purchase has not been scrutinized by the U.S. Securities and Exchange Commission (the “Commission”) or any state securities regulatory body; C. The Undersigned understands that neither the Shares, the Warrants nor the shares of Common Stock of the Corporation underlying the Warrants (the “Warrant Shares”) have been registered under the Securities Act of 1933, as amended, (the “1933 Act”) nor any state securities law and he has no right to require registration of the Shares, the Warrants or the Warrant Shares under the 1933 Act or any state securities law; D. The Undersigned understands that the Units are being purchased for his own account for investment purposes, not for the interest of any other person, and not for resale to others; E. The Undersigned is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)), by reason of one of the following: (a) he is a director or executive officer of the Corporation; (b) his net worth (including that of his spouse) exceeds $1,000,000 (“net worth” means the excess of total assets over total liabilities and for the purposes of determining “net worth,” the value of an individual’s primary residence and any amount of indebtedness secured by the primary residence up to the fair market value thereof should be excluded, and indebtedness secured by the primary residence in excess of the value of the home should be considered a liability); (c) he had income in excess of $200,000 for each of 2009 and 2010 or income (including that of his spouse) in excess of $300,000 in each of those years and reasonably expects to reach the same level in 2011; (d) the Undersigned is an organization described in Section 501(c)(3) of the Internal Revenue C...

General Representations. Each Party represents and warrants as follows: (i) such Party is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization; and (ii) such Party’s execution and delivery of this Agreement and performance of its obligations hereunder will not (1) violate any provision of the charter, bylaws or other governing document of such Party, or (2) conflict with, result in a breach of, or constitute a default under, any other agreement or arrangement by which such Party is bound.

General Representations. Each of the representations and warranties set forth in Article 3 of the Agreement are true and correct.

General Representations. Each party represents and warrants that (i) it has full power and authority to enter into and perform its obligations under this Agreement; (ii) it will comply with all applicable laws; and (iii) it will use up-to-date, generally accepted virus detection devices and procedures to ensure that any electronic data transmitted to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not contain a virus or other harmful component.

General Representations. Each Party hereby represents and warrants to the other Party as follows: (a) Such Party is a corporation or limited liability company duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporation or formation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all necessary corporate action and do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its chatter or bylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, licenses, permits, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written agreement that will result in any person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; and (g) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party as of the Effective Date as follows:

General Representations. Each Party hereby represents and warrants to the other Party as follows:

General Representations. Each of the Parties represents and warrants to and for the benefit of the other Parties as follows: 16.1.1 each of them (which is a corporation) is a company with limited liability duly registered and validly existing under its law of incorporation, and has the power and authority to own assets and to conduct the business which it conducts; 16.1.2 each of them has the power to enter into, exercise its rights and perform and comply with its obligations under this Agreement and each of them (which is a corporation) has taken or obtained all necessary corporate and other action to authorise the execution and delivery of this Agreement; 16.1.3 neither the execution nor delivery of this Agreement by it, nor the consummation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) violate any provision of its memorandum of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or other instrument or obligation to which it is a party or by which it or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against...