Companys Representations and Undertakings Sample Clauses

Companys Representations and Undertakings. The Company represents and warrants that this Agreement has been fully and validly authorized by all necessary corporate action. The Company undertakes to continue to abide by its undertaking to obtain Directors and Officers' Liability Insurance with coverage that is sufficient to cover Executive's activities as per her Employment Agreement and shall provide the Executive with a written undertaking of the Company to indemnify and release the Executive to the full extent possible in accordance with the Israeli Companies Law 5759-1999 and the applicable Law of the State of Washington, USA. The Company undertakes to maintain the said insurance and pay all premiums thereof during a period of 5 years from the date hereof; provided, however, that the Parties expressly acknowledge and agree that the Company shall be entitled to cancel the said insurance prior to the end of the aforementioned period in the event that the Company is declared insolvent and/or bankrupt and is forced to cease its operations, or in the event that that the Company is unable to renew the policy due to an unavailability of the said insurance under reasonable market conditions ("Cancellation Period"). However, the Parties acknowledge and agree that during such Cancellation Period the Company shall indemnify the Executive to the full extent possible in accordance with the Israeli Companies Law 5759-1999 and the applicable law of the State of Washington, USA.
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Companys Representations and Undertakings 
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Related to Companys Representations and Undertakings

  • The Company’s Representations and Warranties (a) The Company represents and warrants to the Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.

  • Company’s Representations and Warranties In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete:

  • THE COMPANY’S REPRESENTATIONS, WARRANTIES AND COVENANTS The Company hereby acknowledges, agrees with and represents, warrants and covenants to the Subscriber, as follows:

  • Investment Representations and Covenants (a) Purchaser is acquiring the Warrants for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. Unless a registration statement is effective at the time of exercise of the Warrants, the Purchaser covenants to acquire the Warrant Shares for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Company’s Representations, Warranties and Agreements To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:

  • The Company’s Representations The Company represents and warrants that it is free to enter into this Agreement and to perform each of the terms and covenants of it. The Company represents and warrants that it is not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement, and that its execution and performance of this Agreement is not a violation or breach of any other agreement between the Company and any other person or entity. The Company represents and warrants that this Agreement is a legal, valid and binding agreement of the Company, enforceable in accordance with its terms.

  • Company’s Representations The Company hereby represents and warrants to the Employee that (i) the execution, delivery and performance of this Agreement by the Company do not and shall not materially conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company is a party or by which it is bound and (ii) upon the execution and delivery of this Agreement by the Employee, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms.

  • Representations and Compliance The representations of the Company contained in this Agreement were accurate as of the date of this Agreement and are accurate as of the Closing Date, in all respects (in the case of any representation containing any materiality qualification) or in all material respects (in the case of any representation without any materiality qualification), except for representations and warranties made as of a specific date, which shall be accurate as of such date. The Company shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date.

  • Representations and Covenants The representations and warranties of the Shareholders and the Company contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Shareholders and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and the Company on or prior to the Closing Date. The Company shall have delivered to the Parent, if requested, a certificate, dated the Closing Date, to the foregoing effect.

  • Compliance with Representations and Warranties During the period from the date of this Agreement to the Closing Date, the Offerors shall use their best efforts and take all action necessary or appropriate to cause their representations and warranties contained in Section 5 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date.

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