Representations and Certain Covenants Sample Clauses

Representations and Certain Covenants. 10 2.1 By the Company............................................. 10 2.2 By the Stockholders........................................ 10 2.3 By the Series A Preferred Stockholders..................... 10 2.4 Covenants of the Stockholders.............................. 11
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Representations and Certain Covenants. (a) The Borrower hereby represents and warrants to the Bank that (i) this Note has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable in accordance with its terms, and (ii) for so long as any indebtedness evidenced hereby remains outstanding the Borrower's Chief Executive Office is as stated below or as otherwise stated in a subsequent written notice delivered to the Bank pursuant to the terms hereof. The Borrower hereby ratifies, confirms and reaffirms, without condition, all the terms and conditions of the Loan Agreement and agrees that it continues to be bound by the terms and conditions thereof.
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Representations and Certain Covenants. (a) EPHI represents to EIS and EPIL the following: (i) EPHI is duly and validly existing in good standing in the jurisdiction of its incorporation and each other jurisdiction in which the conduct of its business requires such qualification; (ii) EPHI has full corporate authority to execute and deliver this letter agreement and the Definitive Documents and to consummate the transactions contemplated hereby and thereby; and this letter agreement has been duly executed and delivered and constitutes the legal and valid obligation of EPHI and is enforceable against EPHI in accordance with its terms; (iii) the securities contemplated to be issued by the Financing Term Sheet and the securities issuable upon conversion thereof, have been or will be duly and validly authorized and when issued will be fully paid and non-assessable and free from any and all options, warrants and preemptive and other rights; (iv) EPHI is not in default in any material respect of its charter or by-laws, any applicable laws or regulations or any contract or agreement binding upon or affecting it or its properties or assets and the execution, delivery and performance of this letter agreement and the transactions contemplated hereby will not result in any such violation; and (v) all of EPHI's reports and other filings filed with the U.S. Securities and Exchange Commission through the date hereof and for the preceding three fiscal years are true and correct in all material respects and EPHI has not incurred any liability or obligation other than as set forth therein.
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Representations and Certain Covenants. (a) Each of Cytogen and Targon represents to Elan and EIS the following: (i) each of Cytogen and Targon is duly and validly existing in good standing in the jurisdiction of its incorporation and each other jurisdiction in which the conduct of its business requires such qualification, and each is in compliance in all material respects with all applicable laws, rules, regulations or orders relating to its business and assets; (ii) each of such entities has full corporate authority to execute and deliver this letter agreement and the Definitive Documents and to consummate the transactions contemplated hereby and thereby; this letter agreement has been duly executed and delivered and constitutes the legal and valid obligations of each of such entities and is enforceable against each in accordance with its terms; and the execution, delivery and performance of this letter agreement and the Definitive Documents and the transactions contemplated hereby and thereby will not violate or result in a default under or creation of a lien or encumbrance under Cytogen's or Targon's certificate of incorporation, by-laws or other organic documents, any material agreement or instrument binding upon or affecting them or their respective properties or assets or any applicable laws, rules, regulations or orders affecting them or their properties or assets; (iii) the financial statements of Cytogen (the
Sample 1
Representations and Certain Covenants. (a) Ligand represents to Elan and EIS the following: (i) Ligand has full corporate power and authority to execute, deliver and perform its obligations under this Letter of Intent, the Definitive Agreements and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby, and this Letter of Intent has been duly executed and delivered and constitutes the legal and valid obligation of Ligand and is enforceable against Ligand in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity; (ii) the Common Stock and the Notes contemplated to be issued by Exhibits B and C hereto have been or will be duly and validly authorized and when issued will be fully paid and non-assessable and free from any and all options, warrants and preemptive and other rights (except as otherwise provided herein); (iii) Ligand is not in default in any material respect of its charter or by-laws, any applicable laws or regulations or any contract or agreement binding upon or affecting it or its properties or assets and the execution, delivery and performance of this Letter of Intent and the transactions contemplated hereby will not result in any such violation; and (iv) since December 31, 1996, the Company has timely filed with the Securities and Exchange Commission (the "Commission") all forms, reports, schedules, statements and other documents required to be filed by it (such documents, as supplemented and amended since the time of filing, collectively, the "SEC Documents"); the SEC Documents, including any financial statements or schedules included therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (x) did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, and (y) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be; the financial statements of Ligand included in the SEC Documents at the time filed (and, in the case of registrati...
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Related to Representations and Certain Covenants

  • Certain Covenants, Representations and Warranties of Client In connection with the Co-Managers’ activities hereunder, Client hereby represents, warrants, covenants, and agrees, as applicable, to each Co-Manager:

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

  • Representations and Agreements (a) The Advisor represents to and agrees with the Company that:

  • Representations and Covenants of the Holder This Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:

  • Representations and Certifications The CNA shall assist the AbilityOne participating NPAs in the information gathering and filing of the NPAs’ Annual Representations and Certifications (AR&C) in accordance with 41 CFR §§ 51-3.2 and 3.6.

  • Representations and Covenants of the Agent The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares.

  • Representations and Covenants of the Trust A. The Trust hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Representations and Covenants of the Company The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project:

  • Representations and Undertakings 2.1. The Trust represents to the Distributor that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder.

  • Covenants, Representations and Warranties The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.

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