Warranties of the Company Clause Samples
The 'Warranties of the Company' clause sets out specific assurances or guarantees that the company makes to the other party in a contract. Typically, these warranties cover aspects such as the company's legal standing, authority to enter into the agreement, ownership of assets, compliance with laws, and the accuracy of information provided. For example, the company may warrant that it is duly incorporated, has no undisclosed liabilities, or that its operations do not infringe on third-party rights. The core function of this clause is to allocate risk by holding the company accountable for the truthfulness of its representations, thereby protecting the other party from potential losses arising from misstatements or undisclosed issues.
Warranties of the Company. The Company represents and warrants to, and agrees with you, as set forth below:
(a) the Registration Statement on its effective date complied with the applicable provisions of the Act and the rules and regulations of the Commission and the Registration Statement at its effective date and as of the Applicable Time did not, and at the Time of Purchase will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, the Pricing Disclosure Package as of the Applicable Time did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Basic Prospectus on the date of this Agreement and the Prospectus as of its date complies, and at the Time of Purchase the Prospectus will comply, with the applicable provisions of the Act and the Trust Indenture Act of 1939, as amended (Trust Indenture Act), and the rules and regulations of the Commission, the Basic Prospectus and the Prospectus as of their respective dates do not, and the Prospectus at the Time of Purchase will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no warranty or representation to the Underwriters with respect to any statements or omissions made in the Registration Statement, the Basic Prospectus, any Permitted Free Writing Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Company by, or through the Representative on behalf of, any Underwriter expressly for use in the Registration Statement, the Basic Prospectus or Prospectus, or to any statements in or omissions from that part of the Registration Statement that shall constitute the Statement of Eligibility under the Trust Indenture Act of the Trustee under the Indenture.
(b) As of the Time of Purchase, the Indenture will have been duly authorized by the Company and duly qualified under the Trust Indenture Act and, when executed and delivered by the Trustee and the Company, will constitute a legal, valid and binding instrument enforceable against the Company in accordance with its terms and such Notes will ...
Warranties of the Company. 27.1 The Company makes the Warranties to the State as at the date of this document and for each day up to and including the Licensing Date.
27.2 Each Warranty shall be construed separately and the meaning of each shall in no way be limited by reference to any other representation or warranty contained in this document.
Warranties of the Company. Except as disclosed in (x) any publicly available Company SEC Document filed or furnished since January 1, 2017 and prior to the date of this Agreement (including any exhibits and other information incorporated by reference therein, but excluding any predictive, cautionary or forward looking disclosures contained under the captions “risk factors,” “forward looking statements” or any similar precautionary sections and any other disclosures contained therein that are predictive, cautionary or forward looking in nature) or (y) the applicable section of the disclosure letter delivered by the Company to Parent immediately prior to the execution of this Agreement (the “Company Disclosure Letter”) (it being understood that any information set forth in one section or subsection of the Company Disclosure Letter shall be deemed to apply to and qualify (or, as applicable, a disclosure for purposes of) the representation and warranty set forth in this Agreement to which it corresponds in number and, whether or not an explicit reference or cross-reference is made, each other representation and warranty set forth in this Article IV for which it is reasonably apparent on its face that such information is relevant to such other section), the Company represents and warrants to Parent and Purchaser as set forth below.
Warranties of the Company. The Company has been duly incorporated and is validly existing under the laws of its jurisdiction of incorporation, with full power and authority to enter into this document and perform its obligations under this document.
Warranties of the Company. Except as disclosed in (x) the Company’s Annual Report filed on Form 10-K on March 1, 2021 or any other Company SEC Documents filed or furnished by the Company with the SEC on or after January 1, 2019 and publicly available prior to the date of this Agreement (including any exhibits and any other information incorporated by reference therein, but excluding any predictive, cautionary or forward looking disclosures contained under the captions “risk factors,” “forward looking statements” or any similar precautionary sections and other disclosures contained therein that are predictive, cautionary or forward looking in nature) or (y) the applicable section of the disclosure letter delivered by the Company to Parent immediately prior to the execution of this Agreement (the “Company Disclosure Letter”) (it being understood that any information set forth in one section or subsection of the Company Disclosure Letter shall be deemed to apply to and qualify (or, as applicable, a disclosure for purposes of) the representation and warranty set forth in this Agreement to which it corresponds in number and, whether or not an explicit reference or cross-reference is made, each other representation and warranty set forth in this Article III for which it is reasonably apparent on its face that such information is relevant to such other section), the Company represents and warrants to Parent and Merger Sub as set forth below.
Warranties of the Company. The Company warrants that is a duly formed and licensed corporation, formed in the State of Colorado and currently in good standing in all respects, bearing the Colorado filing number 2013155940 and that it is fully compliant with reference to all filings required by the State of Colorado. The Company also warrants that it is a fully reporting Rule 12 (g) company under the aforesaid SEC Rule and that its securities are currently traded in the public market and that it is in the process of completing all mandated filings with the SEC, the completion of such filings being the complete and sole reason for it having entered into this Agreement. The Company warrants that it has full authority to issue $5,000,000 in the form of a Senior Secured Convertible Promissory Note at a rate per annum of seven and twenty-five hundredth percent (7.25%), from the date of this Senior Secured Convertible Promissory Note (“Convertible Note”), with a conversion feature into Company’s common stock at $5.00 per share. Upon conversion of the Convertible Note into Company common stock, the Noteholders would be issued 1,000,000 shares by the Company to the Investors, jointly and severally, for a total receipt of the needed $5,000,000. and that the shares so Contemplated for issuance by this Agreement and that the issuance of such shares as are contemplated hereby shall breach no pre-existing agreement or condition. The Company further warrants that the $5,000,000 funding contemplated by this Agreement shall be used exclusively for the accounting, auditing, legal, E▇▇▇▇ filing, and administrative costs involved in completing the mandated filings with the SEC, and for the aforementioned acquisition and operational costs, and for no other purpose. The Company assumes full responsibility to ensure that these funds are used for this and no other purpose and shall allow the Investors to examine the relevant Company records to determine and ensure that the funds have been so exclusively used. Upon signature to this Agreement, Investor as a participant in the Investor Group, jointly, shall be obligated to provide to the Company $5,000,000 USD (in total or in part pursuant to the amount subscribed herein) in good and free funds, and shall, forthwith, cause this amount of funding to be wired to the Company in accordance with the details in the enumerated wiring instructions set forth in Exhibit “B” hereto or in some other form suitable to the Company as detailed in Exhibit “C”. Once the funds...
Warranties of the Company. 21.1 The Company makes the Warranties to the Authority as at the date of this document and for each day up to and including the Licensing Date.
21.2 Each Warranty shall be construed separately and the meaning of each shall in no way be limited by reference to any other representation or warranty contained in this document.
Warranties of the Company. Except as may be disclosed in the Registration Statement or separately provided by the Company to the Subscriber prior to the date hereof, the Company hereby warrants to Subscriber as follows as of the date hereof and as of the Closing Date (except for the warranties that speak as of a specific date, which shall be made as of such date):
Warranties of the Company. The Company hereby warrants and represents to the Executive, which warranties and representations shall be true and correct as of the date hereof and which shall survive the Closing, as follows:
(a) The Company has all necessary power and authority to execute and deliver this Agreement and the agreements and instruments relating hereto and to comply with the provisions hereof;
(b) The execution, delivery and performance of this Agreement and the agreements and instruments relating hereto by the Company constitute the valid and legally binding obligations of the Company, enforceable against it in accordance with their respective terms;
(c) Neither the execution and delivery of this Agreement by the Company, nor the consummation of the transactions hereby, will violate or constitute a breach of any agreement, instrument or restriction to which it is a party or by which it is bound; and
(d) The Subject Shares, when validly issued, will be fully paid and nonassessable.
Warranties of the Company. Except as set forth in the Company’s disclosure schedule delivered to Parent immediately prior to the execution of this Agreement (the “Company Disclosure Schedule”), the Company represents and warrants to Parent and Purchaser as set forth below. Each disclosure set forth in the Company Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific section of this Agreement and disclosure made pursuant to any section thereof shall be deemed to be disclosed on each of the other sections of the Company Disclosure Schedule to the extent the applicability of the disclosure to such other section is reasonably apparent from the disclosure made.