Representation and Warranties of Company Clause Examples

Representation and Warranties of Company. The Company represents and warrants to the Accelerating Investors that, as of the Accelerated Tranche B Closing, except as disclosed in writing by the Company to the Accelerating Investors in the certificate provided under Section 6.b(7) and approved by the Accelerating Investors in writing (which disclosures shall be deemed to amend the disclosures delivered as contemplated in the Subscription Agreement), the representations and warranties contained in the Subscription Agreement applicable to the Company are true and correct in all material respects as of the Effective Date as though made on that date.

Representation and Warranties of Company. Company hereby represents and warrants to Holder as follows:

Representation and Warranties of Company. Company represents and warrants to Subsidiary as follows: (a) Upon payment of the purchase price, the Company will hold good and marketable title to the Collateral assigned and will transfer to the Subsidiary free and clear of all mortgages, pledges, liens, claims, encumbrances, charges and security interests; and Company has the full right to assign and transfer such Collateral to the Subsidiary. (b) The sale, assignment and transfer of the Collateral pursuant to this Agreement is in the best interest of the Company and represents a reasonable and practicable course of action to improve the financial position of the Company without impairing the rights and interests of the creditors of the Company. (c) The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action of the Company and this Agreement has been duly executed and delivered and constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms.

Representation and Warranties of Company. Borrower represents and warrants to Lender as follows: (a) The execution, delivery and performance of this Agreement by Borrower or the execution, delivery and performance of any documents, contemplated herein or in the Note and other documents executed contemporaneously herewith, shall not constitute a default under any written or oral agreement to which Borrower is a party, nor the order of any court or any governmental or quasi-governmental body or agency. (b) This Agreement, the Note, and any other documents or agreements and actions contemplated herein have been authorized by the Borrower's Board of Directors. (c) The Participating Lender's security interest in the Collateral will constitute a first priority lien upon and security interest in such Collateral, and, except for liens arising by operation of law, no other person or entity has any right, title, interest, security interest, claim or lien with respect thereto.

Representation and Warranties of Company. Company represents and warrants to Bank that: (a) Company is duly organized, validly existing, and in good standing in the jurisdiction in which Company is organized, and is validly qualified in any other jurisdiction where Company does business and is required to be qualified except where the failure to be so qualified would not have a material adverse effect on Company; (b) the execution, delivery and performance by Company of this Master Agreement, any Documentation, and Execution/Implementation Forms and the use of the Services have been authorized by all necessary entity and organizational action; (c) the persons signing this Master Agreement, any Documentation and the Execution/Implementation Forms on Company’s behalf are duly authorized to do so; (d) this Master Agreement represents Company’s legal, valid and binding obligation; (e) the execution and performance of this Agreement and the use of the Services do not and will not violate in any material respect any Applicable Law, Company’s entity governing documents, or any material agreement by which Company is bound; (f) each Account Company maintains with Bank, and all use of the Services, is maintained or used solely for a legitimate business or commercial purpose and not a personal, family or household purpose, and (g) the use of the Services does not and will not subject Bank, or Bank’s Vendors, to the privacy and security requirements of the Health Insurance Portability and Accountability Act, as a business associate (defined at 45 CFR 160.103) or otherwise. Company reaffirms these representations and warranties each time it uses a Service and agrees to promptly notify Bank if any representation or warranty made by Company is no longer true.

Representation and Warranties of Company. The Company hereby covenants, represents, and warrants to and for the benefit of the Issuer that: (a) The Company is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and is a member in good standing of the National Association of Securities Dealers, International, Inc.. (hereinafter referred to as the "NASD"). The Company will notify the Issuer in writing of any change in its status as described in this subsection (a). (b) There is no action, suit, litigation or proceeding before or by any court or governmental agency pending or threatened against, or affecting or involving the property of the business of the company or its Affiliates, which might result in any material adverse change of the condition (financial or otherwise), business or prospects of the company or its Afiliates. (c) The Company will aid in the placement of the Interests on a "best efforts" nonexclusive basis through the distribution subject to applicable securities laws and regulations of the Certificate of Incorporation or By-Laws of the Company or any law or any agreement to which the Company is a party or by which the Company and/or its assets are bound, or any order, rule or agency having jurisdiction over the Company as described in the Offering Document. (d) The Company is currently covered by Errors and Omissions ( E.N.O.)

Representation and Warranties of Company. Company hereby represents and warrants to Bank as follows: A. Company is a corporation authorized, validly existing and in good standing under the laws of the State of Georgia, and has its principal office located in the State of Georgia. B. Company has full authority and corporate power to enter this Agreement and perform its obligations hereunder. C. Company has and shall maintain throughout the term of this Agreement all necessary facilities, manpower, equipment, supplies, insurance, and such other resources as are necessary to provide the Services. D. The Services provided by Company will be performed in a business-like manner and in accordance with this Agreement, the Operating Regulations of the Card Organizations and all applicable requirements of law. E. Company’s performance of this Agreement will not violate any applicable law or regulation. F. This Agreement represents a valid obligation of Company and is fully enforceable against Company according to its terms. G. Company will comply with the applicable terms and conditions of this Agreement and with the Operating Regulations of the Card Organizations. H. Company is not knowingly in violation of any terms and conditions of this Agreement or the Operation Regulations of the Card Organizations.

Representation and Warranties of Company. The COMPANY hereby represents and warrants to HOLDER as follows:

Representation and Warranties of Company. Except as set forth in the schedules attached hereto, Company represents and warrants to Purchaser that the following are correct and complete as of the date of this Agreement: