Common use of Representations and Warranties of the Holders Clause in Contracts

Representations and Warranties of the Holders. Each of the Holders hereby makes the representation and warranty set forth below to the Company as of the date of its execution of this Agreement. Each Holder represents and warrants that (a) the execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf and (b) this Agreement has been duly executed and delivered by such Holder and constitutes the valid and binding obligation of such Holder, enforceable against it in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Appears in 4 contracts

Samples: Amendment Agreement (Imaging Diagnostic Systems Inc /Fl/), Amendment Agreement (Imaging Diagnostic Systems Inc /Fl/), Amendment Agreement (Imaging Diagnostic Systems Inc /Fl/)

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Representations and Warranties of the Holders. Each of the Holders Holder hereby makes the representation and warranty set forth below to the Company as of the date of its execution of this Agreement. Each Such Holder represents and warrants that (a) the execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf and (b) this Agreement has been duly executed and delivered by such Holder and constitutes the valid and binding obligation of such Holder, enforceable against it in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Appears in 3 contracts

Samples: Amendment and Waiver Agreement (H & H Imports, Inc.), Amendment Agreement (Telanetix,Inc), And Exchange Agreement (Advanced Cell Technology, Inc.)

Representations and Warranties of the Holders. Each of the Holders Holder hereby makes the representation and warranty set forth below to the Company as of the date of its execution of this Agreement. Each Such Holder represents and warrants that (a) the execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf and (b) this Agreement has been duly executed and delivered by such Holder and constitutes the valid and binding obligation of such Holder, enforceable against it in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Appears in 2 contracts

Samples: Amendment and Waiver Agreement (Wizzard Software Corp /Co), ­amendment Agreement (Hyperdynamics Corp)

Representations and Warranties of the Holders. Each of the The Holders severally and not jointly hereby makes make the representation and warranty set forth below to the Company that as of the date of its execution of this Agreement. Each Such Holder represents and warrants that (a) the execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf and (b) this Agreement has been duly executed and delivered by such Holder and constitutes the valid and binding obligation of such Holder, enforceable against it in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Appears in 2 contracts

Samples: Amendment and Waiver Agreement (Visual Management Systems Inc), Amendment and Waiver Agreement (Visual Management Systems Inc)

Representations and Warranties of the Holders. Each of the Holders hereby makes the representation Holder hereby, for itself and warranty set forth below to the Company for no other Holder, represents and warrants as of the date of its execution of this Agreement. Each hereof to the Company that the execution, delivery and performance by such Holder represents and warrants that (a) the execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereby by this Agreement have been duly authorized by all necessary corporate or similar action on its behalf and (b) this the part of such Holder. This Agreement has been duly executed by such Holder, and when delivered by such Holder and constitutes in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Holder, enforceable against it in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Appears in 1 contract

Samples: Conversion and Termination Agreement (Electronic Sensor Technology, Inc)

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Representations and Warranties of the Holders. Each of the Holders Holder hereby makes the representation and warranty set forth below to the Company as of the date of its execution of this Agreement. Each Such Holder represents and warrants that (a) the execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf and (b) this Agreement has been duly executed and delivered by such Holder and constitutes the valid and binding obligation of such Holder, enforceable against it in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Appears in 1 contract

Samples: Amendment Agreement (Telanetix,Inc)

Representations and Warranties of the Holders. Each of the Holders The Holder hereby makes the representation and warranty set forth below to the Company as of the date of its execution of this Agreement. Each The Holder represents and warrants that (a) the execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf and (b) this Agreement has been duly executed and delivered by such the Holder and constitutes the valid and binding obligation of such the Holder, enforceable against it in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Appears in 1 contract

Samples: Amendment Agreement (Imaging Diagnostic Systems Inc /Fl/)

Representations and Warranties of the Holders. Each Holder, severally and not jointly, represents and warrants as of the Holders hereby makes the representation and warranty set forth below date hereof to the Company as of the date of its execution of this Agreement. Each Holder represents and warrants that follows: (a) the execution execution, delivery and delivery of this Agreement performance by it and the consummation by it such Holder of the transactions contemplated hereby by this Agreement have been duly authorized by all necessary corporate or similar action on its behalf the part of such Holder and (b) this Agreement has been duly executed by such Holder, and when delivered by such Holder and constitutes in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Holder, enforceable against it in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Appears in 1 contract

Samples: Amendment and Waiver Agreement (Analytical Surveys Inc)

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