Representation of Company. Each of the Members hereby acknowledges and agrees that the attorneys representing the Company and the Managers and their Affiliates do not represent and shall not be deemed under the applicable codes of professional responsibility to have represented or be representing any or all of the Members in any respect at any time. Each of the Members further acknowledges and agrees that such attorneys shall have no obligation to furnish the Members with any information or documents obtained, received or created in connection with the representation of the Company, the Managers and/or their Affiliates.
Representation of Company. The Company represents and warrants to the Director that neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions set forth herein or contemplated hereby will conflict with or result in any violation of, or constitute a breach of, or a default under, the Certificate of Incorporation or Bylaws of the Company, or under any contract, instrument, agreement, understanding, mortgage, indenture, lease, insurance policy, permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company.
Representation of Company. The execution, delivery, and performance by the Company of this Agreement and all other agreements in connection with this Agreement required to be executed by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement and all other agreements have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms. The execution of and performance of the transactions contemplated by this Agreement and all other agreements and compliance with their provisions by the Company will not violate any provision of law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, or require a consent or waiver under, its Certificate of Incorporation or by-laws or any indenture, lease, agreement or other instrument to which the company is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to the Company.
Representation of Company. The Company hereby represents and warrants to the Investor that (i) the Company was the issuer of the Original Securities, (ii) no additional consideration is being paid by the Investor beyond cancellation and surrender of the Original Securities, and the Investor has not been asked to part with anything of value, in each case in connection with the Offering, (iii) this Offering has only been extended to the Company’s existing security holders, (iv) the Company has not paid, and shall not pay, any commission or remuneration for the solicitation of the Exchange, (v) upon any proper exercise of the Exchange Securities, the Company shall have available the authorized but unissued shares of Preferred Stock required to fulfill its obligations thereunder, (vi) upon issuance and delivery, if at all, of any shares of Preferred Stock upon exercise of the Exchange Securities, or of any shares of Common Stock upon conversion of the Preferred Stock, such shares shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issuance thereof, (vii) as soon as practicable, it shall deliver to the Investor a certificate reflecting the Exchange Securities, and (viii) the Offering and Exchange is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act, and it shall not take any position contrary to that recognition, including without limitation, and for purposes of resale exemption under Rule 144 of the Securities Act, that the holding period of the Exchange Securities may be tacked onto the holding period of the Original Securities.
Representation of Company. The Company represents and warrants to Parent that the Board of Directors of the Company has voted to adopt and approve this Amendment.
Representation of Company. The Company has all necessary corporate power and authority to execute and deliver this Agreement. The Board of Directors of the Company has duly approved and authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
Representation of Company. The Company hereby represents and warrants to the Investor that (i) it has available the authorized but unissued shares of Series RX-1 Preferred Stock required to fulfill its obligations under this Agreement, (ii) the Exchange Shares will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issuance thereof, (iii) as soon as practicable, it shall deliver to the Investor one or more share certificates to the Investor reflecting the Exchange Shares, and (iv) the Exchange is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act, and it shall not take any position contrary to that recognition, including without limitation, and for purposes of resale exemption under Rule 144 of the Securities Act, that the holding period of the Exchange Shares may be tacked onto the holding period of the Original Securities.
Representation of Company. 13 ARTICLE 7 - PROFITS AND LOSSES; CASH DISTRIBUTIONS...................................................13
Representation of Company. The Company hereby represents and warrants to Purchaser as follows:
Representation of Company. The Company hereby represents and warrants that the execution, delivery and performance of this Agreement by the Company have been duly authorized and approved by all necessary corporate and other action on the part of the Company and that this Agreement represents the binding obligation of the Company, enforceable against it in accordance with its terms, subject only to bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally.
