Seller Representations and Covenants. The Seller hereby represents, warrants and covenants to the Purchaser that, as to itself as of the related Closing Date (or such other date as is specified below):
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Nevada and is in good standing under such laws with its principal executive office located in the State of Ohio. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the State of Colorado, and is in good standing under such laws. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller.
Seller Representations and Covenants. (a) Reporting Company Status. Seller is a "Reporting Issuer" as defined by Rule 902 of Regulation S. Seller has registered its Common Stock, $0.01 par value per share (the "Common Stock"), pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Common Stock is listed and trades on the American Stock Exchange ("AMEX"). Seller has filed all material required to be filed pursuant to all reporting obligations under either Section 13(a) or 15(d) of the Exchange Act for a period of at least twelve (12) months immediately preceding the offer or sale of the Securities (or for such shorter period that Seller has been required to file such material).
Seller Representations and Covenants. (a) (i) The representations and warranties of Seller set forth in Section 3.1 (Organization), Section 3.2 (Authorization), Section 3.4 (Title to Units) and Section 3.6 (No Brokers) shall be true and correct in all respects, except for de minimis inaccuracies, as of the date of this Agreement and at and as of the Closing Date, as though made on and as of the Closing Date (other than any such representation or warranty that is expressly made as of a specified date, which need be true and correct in all respects, except for de minimis inaccuracies, as of such specified date only), and (ii) the other representations and warranties of Seller contained in Article 3 shall be, in the aggregate, true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date, as though made on and as of the Closing Date (other than any such representation or warranty that is expressly made as of a specified date, which need be true and correct in all material respects as of such specified date only); provided that, solely for purposes of this Section 8.1(a)(ii), all materiality qualifiers within such representations and warranties shall be disregarded.
Seller Representations and Covenants. (a) Seller is a corporation duly organized and validly existing under the laws of the Commonwealth of Virginia and is in good standing under such laws with its principal executive office located in the State of Virginia. The Seller has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Seller is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Seller. (b) There are 150,000,000 shares of Seller's common stock, no par value per share authorized ("Common Stock", which term shall also include any additional shares of Seller's common stock which may subsequently be authorized) and 47,000,000 shares of Common Stock outstanding as of May 9, 2001. The Common Stock is quoted on National Association of Securities Dealers OTC Electronic Bulletin Board ("OTCBB") under the symbol "PLRP". All issued and outstanding shares of Common Stock have been authorized and validly issued and are fully paid and non-assessable. (c) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit, under, any provision of the Articles of Incorporation, and any amendments thereto, By-Laws, Stockholders Agreements and any amendments thereto of the Seller or any material mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law ordinance, rule or regulation applicable to the Seller, its properties or assets. (d) The Debentures and Common Stock issued upon conversion ("Shares") when issued, will be issued in compliance with all applicable U.S. federal and state securities laws. The Seller understands and acknowledges that, in certain circumstances, the issuance of -4- the Shares could dilute the ownership interests of other stockholders of the Seller. The execution and delivery by the Seller of this Agreement and the issuance of the Shares will not contravene or constitute a default under any provision of applicable law or r...
Seller Representations and Covenants. X. Xxxxxx represents and warrants that (a) execution, delivery and performance by Seller of this Agreement have been authorized by all necessary action on behalf of Seller and (b) the execution, delivery and performance by Seller under this Agreement does not conflict or result in the breach of any applicable laws, any judgment or decree of any court, or any agreement to which Seller is a party.
Seller Representations and Covenants. Each Seller represents, warrants and covenants to Nanogen as of the date hereof, and as of the Closing, and covenants to Nanogen, as follows:
Seller Representations and Covenants. As of the date hereof, (i) Seller, to its actual knowledge, is not aware of and has received no building code violation notices with respect to the Property (other than notices of violations that are not material or which have been removed or corrected or are the responsibility of the applicable tenant); (ii) Seller, to its actual knowledge, is not aware of and has received no notices of any action or governmental proceeding in eminent domain, or for a zoning change, which would have a material adverse effect on the Property; (iii) Seller has the capacity and requisite authority to enter into and carry out this Contract and the transactions contemplated hereby; and (iv) to the best of Seller's knowledge, there is no suit, action or arbitration, or legal or other proceeding or governmental investigation, pending which materially and adversely affects the Property. As used herein, "Seller's actual knowledge" or words of like effect, when used to qualify a representation, warranty or other statement, shall mean the actual knowledge of Xxxxx X.
Seller Representations and Covenants. Seller hereby makes the following representations, warranties and covenants:
