Representations, Warranties and Covenants of Company Sample Clauses
Representations, Warranties and Covenants of Company. The Company represents and warrants to, and covenants with, the Subscriber as follows:
Representations, Warranties and Covenants of Company. Company hereby represents and warrants to Dealer that each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of August 13, 2014, among Company, ▇▇▇▇▇▇▇, Sachs & Co. and ▇.▇. ▇▇▇▇▇▇ Securities LLC as representatives of the several purchasers named in Schedule I thereto (the “Initial Purchasers”), is true and correct and is hereby deemed to be repeated to Dealer as if set forth herein. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date, and, in the case of the representations in Section 8(a), at all times until termination of the Transaction, that:
(a) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. Company represents and warrants to Dealer that the Maximum Number of Shares is equal to or less than the number of authorized but unissued Shares of Company that are not reserved for future issuance in connection with transactions in the Shares (other than the Transaction) on the date of the determination of the Maximum Number of Shares (such Shares, the “Available Shares”). Company shall not take any action to decrease the number of Available Shares below the Maximum Number of Shares.
(b) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
(c) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act).
(d) Each of Company and its affiliates is not, on the date hereof, aware of any material non-public information with respect to Company or the Shares.
(e) To Company’s knowledge, no state or local (...
Representations, Warranties and Covenants of Company. The Company represents and warrants to, and covenants with, the Purchaser as follows:
Representations, Warranties and Covenants of Company. The Company represents and warrants to the Investors that as of the date hereof:
Representations, Warranties and Covenants of Company. Company hereby represents and warrants as follows:
(a) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within Company’s powers and have been duly authorized by all necessary action on the part of Company. This Agreement has been duly executed and delivered by Company and constitutes legal, valid and binding obligations of Company, enforceable against Company in accordance with its terms.
(b) The execution, delivery and performance by Company of this Agreement does not and will not (i) contravene or conflict with the organizational documents of Company, (ii) contravene or conflict with or constitute a violation of any Applicable Law(s), or (iii) breach or constitute a default under the provisions of any material contract, agreement or instrument to which it is a party or by which it is bound.
(c) Company shall perform its obligations hereunder in conformance with Applicable Law(s) (and cGMP if applicable).
(d) Company is not debarred and has not and shall not knowingly and intentionally use in any capacity the services of any employee or third party debarred under subsections 306(a) or (b) of the Generic Drug Enforcement Act of 1992.
(e) As of Release To The Client, all API and Drug Product(s) delivered to Client during the Term of this Agreement: (i) shall have been Manufactured by Company in material compliance with this Agreement, the Quality Agreement, and cGMP, in each case, as in effect at the time of Manufacture, (ii) assuming compliance by Client with Section 3.7 (Labeling), shall not be adulterated or misbranded within the meaning of the Act, and (iii) shall not have been Manufactured by Company in violation of any Applicable Law(s) in any material respect.
(f) Upon Release to The Client, Company shall convey good title to all API and Drug Product(s) so delivered to Client or its designee.
(g) Company has all necessary and proper licenses, permits, approvals and expertise to perform its Manufacturing and related duties under this Agreement and any Work Order, and all Facilities [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. have all necessary licenses, permits, and approvals necessary to perform the Manufacturing and related duties provided in this Agreement.
(h) Under no circumsta...
Representations, Warranties and Covenants of Company. The Company represents and warrants to the County as follows:
a. The Company has full power and authority to execute, deliver and perform this Agreement and to take all actions necessary to carry out the transactions contemplated by this Agreement.
b. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
Representations, Warranties and Covenants of Company. As of the date of this Agreement, Company hereby represents, warrants and covenants to Dealer the following:
Representations, Warranties and Covenants of Company. Company represents and warrants to Contractor, and covenants as follows:
Representations, Warranties and Covenants of Company. The Company represents, warrants, and covenants to and with Lessor that:
Representations, Warranties and Covenants of Company. The Company and each US Borrower each represent and warrant as of the date hereof, and covenant to the Lender as follows, and acknowledge that the Lender is relying upon the representations, warranties and covenants contained in this Agreement and in any certificate or other document delivered pursuant hereto in connection with the issuance of the Notes and Warrants. Notwithstanding anything contained herein, each of the representations and warranties given by the Company and the US Borrowers in this Article 4, are deemed to specifically exclude any U.S. federal laws, statutes, codes, ordinances, decrees, rules, regulations which apply to the production, trafficking, distribution, processing, extraction, and/or sale of marijuana (cannabis) and related substances (other than Section 280E of the U.S. Tax Code).