Representation and Warranty of the Company Sample Clauses

Representation and Warranty of the Company. The Company hereby represents and warrants to the Participant that the Company is a limited liability company, duly formed and in good standing under the laws of the State of Delaware. The Company has all requisite limited liability company power and authority to execute, deliver and carry out the transactions contemplated by the Transaction Documents, and to issue and deliver the Class B-1 Interests. This Agreement has been duly executed and delivered by the Company and upon due execution and delivery by the Participant will constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as the enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general or by general principles of equity.
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Representation and Warranty of the Company. The Company hereby represents and warrants to the Participant that the Company is a limited liability company, duly formed and in good standing under the laws of the State of Delaware. The Company has all requisite limited liability company power and authority to execute, deliver and carry out the transactions contemplated by the Transaction Documents, and to issue and deliver the Class C Membership Interests.
Representation and Warranty of the Company. The Company hereby represents and warrants to Executive that (i) it is not aware of any fact, circumstance or event which is not known to Executive which would give rise to any breach of any term or provision of this Agreement, or which would form the basis for any claim or allegation that Executive’s employment hereunder could be terminated for Cause hereunder; and (ii) it has received all authorizations and has taken all actions, necessary or appropriate for the due execution, delivery and performance of this Agreement, and all options and restricted stock units described in Article 3.
Representation and Warranty of the Company. The Company represents and warrants to Investor that the Subscription Shares, when issued, will be duly authorized, validly issued, fully paid and nonassessable by the Company.
Representation and Warranty of the Company. The Company hereby represents and warrants to each of the other parties hereto as of the date hereof that the Common Stock to be issued as consideration for the Contribution and the Preferred Contributions will have been duly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid and nonassessable.
Representation and Warranty of the Company. The Company represents and warrants that this Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with the terms herein set forth, except to the extent that the enforceability of this Agreement may be affected by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or equity).
Representation and Warranty of the Company. The Company ------------------------------------------ represents and warrants that it has transferred each Mortgage Loan free of any liens, claims, charges or other encumbrances created by the Company and there has been no other sale or assignment thereof by the Company.
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Representation and Warranty of the Company. The Company hereby represents and warrants to the Holder that the Shares which may be issued upon exercise of this Warrant shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities law.
Representation and Warranty of the Company. The Company hereby represents and warrants this Agreement and the Replacement Warrants have been duly authorized by all necessary action of the Company's Board of Directors.
Representation and Warranty of the Company. The Company represents and warrants to Investor as follows:
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