REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. As a material inducement to the Operating Partnership to enter into this Agreement and to consummate the transactions contemplated hereby, the Grantor hereby makes to the Operating Partnership each of the representations and warranties set forth in this Article III, which representations and warranties (unless otherwise noted) are true as of the date hereof. As a condition to the Operating Partnership's obligation to purchase the Interests after the exercise of the Option, such representations and warranties must be true as of the Closing Date.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor represents and warrants to, and covenants with, the Secured Party as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. (a) The Grantor is and will continue to be the owner of all of the Intellectual Property Collateral, except as set forth in Schedule D, free from any adverse claim, security interest, lien or encumbrance in favor of any Person except for the security interest granted to the Lender and except for Permitted Liens.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor represents and warrants to the Grantee that (a) the Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by the Grantor and the consummation by the Grantor of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Grantor and no other corporate proceedings on the part of the Grantor are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by the Grantor and constitutes a valid and binding obligation of the Grantor, and, assuming this Agreement constitutes a valid and binding obligation of the Grantee, is enforceable against the Grantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, (d) the Grantor has taken all necessary corporate action to authorize and reserve for issuance and to permit it to issue, upon exercise of the Stock Option, and at all times from the date hereof through the expiration of the Stock Option will have so reserved, 7,614,659 unissued shares of Grantor Common Stock, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, (e) upon delivery of such shares of the Grantor Common Stock to the Grantee upon exercise of the Stock Option, the Grantee will acquire valid title to all of such shares, free and clear of any and all Liens of any nature whatsoever, (f) the execution and delivery of this Agreement by the Grantor does not, and the performance of this Agreement by the Grantor will not, (1) violate the certificate of incorporation or bylaws of the Grantor, (2) conflict with or violate any statute, rule, regulation, order, judgment or decree applicable to the Grantor or by which it or any of its assets or properties is bound or affected, or (3) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights or termination, amendment, acceleration or cancellation of, or r...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. 11.1. The Grantor hereby represents, warrants and covenants in favour of the Grantee and each of the Holders as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor agrees, covenants, represents and warrants as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. (a) The Grantor represents and warrants to the Administrative Agent as of the date hereof and the date of each Advance that: (i) it is a corporation organized and in good standing under the laws of the State of Nevada, and it has full power, authority and legal right to execute this Pledge Agreement and to carry out the transactions contemplated hereby; (ii) the Shares representing Pledged Collateral constitute 100% of the shares in the Company; (iii) it is the sole owner of the Shares and such Shares are free and clear of any lien of any party, except for the pledge and security interest created by this Pledge Agreement or as permitted under the Loan Documents or with the Administrative Agent's prior written consent; (iv) this Pledge Agreement constitutes legal valid and binding obligations of the Grantor, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity;
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. The Grantor incorporates by reference its representations, warranties, covenants and agreements relating to the Collateral as more fully set forth in the Loan Agreement and the following:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. (a) Grantor represents, warrants and covenants that on the date hereof with respect to Grantor’s Collateral that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GRANTOR. (a) The Grantor is and will continue to be the owner of all of the Collateral, free from any security interest, lien or encumbrance in favour of any Person except for (i) the security interest granted hereunder to DRC USA, and (ii) Permitted Licenses (as hereinafter defined).
