Representations and Certain Covenants Sample Clauses

Representations and Certain Covenants. 10 2.1 By the Company................................. 10 2.2 By the Stockholders............................ 10 2.3 By the Series A Preferred Stockholders......... 10 2.4 Covenants of the Stockholders.................. 11
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Representations and Certain Covenants. (a) Each of Cytogen and Targon represents to Elan and EIS the following: (i) each of Cytogen and Targon is duly and validly existing in good standing in the jurisdiction of its incorporation and each other jurisdiction in which the conduct of its business requires such qualification, and each is in compliance in all material respects with all applicable laws, rules, regulations or orders relating to its business and assets; (ii) each of such entities has full corporate authority to execute and deliver this letter agreement and the Definitive Documents and to consummate the transactions contemplated hereby and thereby; this letter agreement has been duly executed and delivered and constitutes the legal and valid obligations of each of such entities and is enforceable against each in accordance with its terms; and the execution, delivery and performance of this letter agreement and the Definitive Documents and the transactions contemplated hereby and thereby will not violate or result in a default under or creation of a lien or encumbrance under Cytogen's or Targon's certificate of incorporation, by-laws or other organic documents, any material agreement or instrument binding upon or affecting them or their respective properties or assets or any applicable laws, rules, regulations or orders affecting them or their properties or assets; (iii) the financial statements of Cytogen (the
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Representations and Certain Covenants. (a) EPHI represents to EIS and EPIL the following: (i) EPHI is duly and validly existing in good standing in the jurisdiction of its incorporation and each other jurisdiction in which the conduct of its business requires such qualification; (ii) EPHI has full corporate authority to execute and deliver this letter agreement and the Definitive Documents and to consummate the transactions contemplated hereby and thereby; and this letter agreement has been duly executed and delivered and constitutes the legal and valid obligation of EPHI and is enforceable against EPHI in accordance with its terms; (iii) the securities contemplated to be issued by the Financing Term Sheet and the securities issuable upon conversion thereof, have been or will be duly and validly authorized and when issued will be fully paid and non-assessable and free from any and all options, warrants and preemptive and other rights; (iv) EPHI is not in default in any material respect of its charter or by-laws, any applicable laws or regulations or any contract or agreement binding upon or affecting it or its properties or assets and the execution, delivery and performance of this letter agreement and the transactions contemplated hereby will not result in any such violation; and (v) all of EPHI's reports and other filings filed with the U.S. Securities and Exchange Commission through the date hereof and for the preceding three fiscal years are true and correct in all material respects and EPHI has not incurred any liability or obligation other than as set forth therein.
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Representations and Certain Covenants. (a) The Borrower hereby represents and warrants to the Bank that (i) this Note has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable in accordance with its terms, and (ii) for so long as any indebtedness evidenced hereby remains outstanding the Borrower's Chief Executive Office is as stated below or as otherwise stated in a subsequent written notice delivered to the Bank pursuant to the terms hereof. The Borrower hereby ratifies, confirms and reaffirms, without condition, all the terms and conditions of the Loan Agreement and agrees that it continues to be bound by the terms and conditions thereof.
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Representations and Certain Covenants. (a) Ligand represents to Elan and EIS the following: (i) Ligand has full corporate power and authority to execute, deliver and perform its obligations under this Letter of Intent, the Definitive Agreements and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby, and this Letter of Intent has been duly executed and delivered and constitutes the legal and valid obligation of Ligand and is enforceable against Ligand in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity; (ii) the Common Stock and the Notes contemplated to be issued by Exhibits B and C hereto have been or will be duly and validly authorized and when issued will be fully paid and non-assessable and free from any and all options, warrants and preemptive and other rights (except as otherwise provided herein); (iii) Ligand is not in default in any material respect of its charter or by-laws, any applicable laws or regulations or any contract or agreement binding upon or affecting it or its properties or assets and the execution, delivery and performance of this Letter of Intent and the transactions contemplated hereby will not result in any such violation; and (iv) since December 31, 1996, the Company has timely filed with the Securities and Exchange Commission (the "Commission") all forms, reports, schedules, statements and other documents required to be filed by it (such documents, as supplemented and amended since the time of filing, collectively, the "SEC Documents"); the SEC Documents, including any financial statements or schedules included therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (x) did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, and (y) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be; the financial statements of Ligand included in the SEC Documents at the time filed (and, in the case of registrati...
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Related to Representations and Certain Covenants

  • Certain Covenants, Representations and Warranties of Client In connection with the Co-Managers’ activities hereunder, Client hereby represents, warrants, covenants, and agrees, as applicable, to each Co-Manager:

  • 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.

  • Representations and Warranties Certain Covenants (a) Pledgor hereby represents and warrants that Pledgor is the legal and equitable owner of the Pledged Collateral free and clear of all liens, charges, encumbrances and security interests of every kind and nature, other than Permitted Encumbrances (as defined below).

  • Representations and Agreements (a) The Advisor represents to and agrees with the Company that:

  • Certain Representations and Covenants Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows:

  • Representations and Covenants of the Holder This Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:

  • Representations and Covenants of the Agent The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares.

  • Representations and Covenants of the Trust A. The Trust hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • 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.

  • Covenants, Agreements, Representations and Warranties The Debtor hereby covenants and agrees with, and represents and warrants to, the Secured Party that:

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