REPRESENTATION AND WARRANTY BY THE COMPANY Sample Clauses

REPRESENTATION AND WARRANTY BY THE COMPANY. 23.1 The Company hereby represents and warrants to the Security Agent (for the benefit of itself and the other Secured Parties) that (other than under the EDC Charge) there currently exists no restriction on charging or assigning the Debts where such restriction would have a material adverse effect on the business, properties or financial condition of the Company or the Company's ability to perform its obligations under the Guarantee.
Sample 1Sample 2
AutoNDA by SimpleDocs
REPRESENTATION AND WARRANTY BY THE COMPANY. The execution, delivery and performance, of this Agreement will not contravene, conflict with or result in a violation of any law, order or act of any governmental authority, provision of the certificate of formation or limited liability company agreement of the Company, or any other agreement with any person. No consent or authorization of, filing with, notice to or other act by or in respect of, any governmental authority or any other person that has not been obtained on or before the Effective Date is required to be obtained by the Company in connection with the execution, delivery, performance, validity or enforceability of this Agreement. The execution, delivery and performance of this Agreement will not result in a violation by the Company of any requirement of law or any contractual obligation of the Company that has not been waived and will not result in, or require, the creation or imposition of any lien on any of its properties or revenues pursuant to any requirement of law or any such contractual obligation.
Sample 1
REPRESENTATION AND WARRANTY BY THE COMPANY. 5.1 In consideration of the agreement of the Placing Agent to act as the sole placing agent of the Company and to place the Placing Shares, the Company represents and warrants to the Placing Agent that the Placing Shares, when allotted and issued by the Company hereunder, will be free from all claims, charges, liens, encumbrances, equities and third-party rights together with all rights attaching thereto including all dividends and distributions declared, paid or made in respect thereof at or after the relevant date of allotment and issue.
Sample 1
REPRESENTATION AND WARRANTY BY THE COMPANY. The Company represents and warrants to the Purchasers that the execution, delivery, and performance of this Agreement have been duly authorized by the Board of Directors of the Company.
Sample 1

Related to REPRESENTATION AND WARRANTY BY THE COMPANY

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Purchaser The Purchaser represents and warrants to the Company as follows:

  • Representations and Warranties by the Parties A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner’s property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is a “United States person” within the meaning of Section 7701(a)(30) of the Code, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms.

  • Representation and Warranty The Executive hereby acknowledges and represents that he has had the opportunity to consult with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein. Executive represents and warrants that Executive has provided the Company a true and correct copy of any agreements that purport: (a) to limit Executive’s right to be employed by the Company; (b) to prohibit Executive from engaging in any activities on behalf of the Company; or (c) to restrict Executive’s right to use or disclose any information while employed by the Company. Executive further represents and warrants that Executive will not use on the Company’s behalf any information, materials, data or documents belonging to a third party that are not generally available to the public, unless Executive has obtained written authorization to do so from the third party and provided such authorization to the Company. In the course of Executive’s employment with the Company, Executive is not to breach any obligation of confidentiality that Executive has with third parties, and Executive agrees to fulfill all such obligations during Executive’s employment with the Company. Executive further agrees not to disclose to the Company or use while working for the Company any trade secrets belonging to a third party.

  • Representation and Warranties Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law.

  • Representations and Warranties by the Manager The Manager represents and warrants to each Underwriter at the date hereof, the Applicable Time, the Closing Time and each Date of Delivery, if any, and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Selling Shareholder The Selling Shareholder represents and warrants to, and agrees with, the Company, the Winning Bidder(s) and each Placement Agent at each Representation Date as follows:

  • Representations and Warranties by the Trust The Trust represents and warrants that:

  • Representation and Warranties of the Company The Company hereby makes the following representations and warranties to the Purchaser:

  • Representations and Warranties by the Executive The Executive represents and warrants to the Employer that the execution and delivery by the Executive of this Agreement do not, and the performance by the Executive of the Executive's obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Executive; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound.

Time is Money Join Law Insider Premium to draft better contracts faster.