Representations, Warranties and Covenants of the Company Sample Clauses


Representations, Warranties and Covenants of the Company. The Company hereby represents and warrants to, and covenants with, the Purchaser as follows:


Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the Placement Agent as of the date hereof, and as of each Closing Date, as follows:

Representations, Warranties and Covenants of the Company. The Company hereby represents and warrants to the Purchaser as follows:

Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:

Representations, Warranties and Covenants of the Company. The Company represents and warrants to, and agrees with, each Subscriber that:

Representations, Warranties and Covenants of the Company. The Company represents and warrants to each Holder, and covenants for the benefit of each Holder, as follows:

Representations, Warranties and Covenants of the Company. The Company hereby represents and warrants to the Purchaser as follows: 3.1 Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. 3.2 Authorization. All corporate action on the part of the Company, its directors and its shareholders necessary for the authorization, execution, delivery and performance of this Agreement by the Company and the performance of the Companys obligations hereunder, including the issuance and delivery of the Note, has been taken prior to the Closing. This Agreement and the Note when executed and delivered by the Company shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. 3.3 Issuance of the Securities. The Note is duly authorized and, when issued and paid for in accordance with this Agreement, the Note will be duly and validly issued. 43.4 Governmental Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority, required on the part of the Company in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Note or the consummation of any other transaction contemplated thereby or hereby shall have been obtained and will be effective at the Closing or, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis. 3.5 No Conflicts. The execution, delivery and performance of this Agreement by the Company and the performance of the Companys obligations hereunder, including the issuance and delivery of the Note, will not (a) breach any law to which the Company or any of its subsidiaries or any of their assets is subject or any provision of its organizational documents, (b) breach any contract, order or permit to which the Company or any of its subsidiaries is a party or by which it is bound or to which any of its assets is subject, or (c) trigger any rights of first refusal, preferential purchase, or similar rights. 3.6 Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4 ...


Representations, Warranties and Covenants of the Company. The Company hereby makes the following representations and warranties to Investor (which shall be true at the signing of this Agreement, and as of any such later date as specified hereunder) and agrees with Investor that, except as set forth in the "Schedule of Exceptions" attached hereto as Exhibit G:

Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to Holder as follows:

Representations, Warranties and Covenants of the Company. The Company represents and warrants to, and covenants with, Holder that: