Common use of Representations of Noteholder Clause in Contracts

Representations of Noteholder. The Noteholder represents and warrants to the Company that: (i) Noteholder has, and at the time immediately prior to the Closing Date, it will have, good and valid title to the Note, free and clear of all liens, security interests, encumbrances, equities and claims, with no defects of title whatsoever and (ii) Noteholder is not a party to or bound by any agreement, or any judgment, decree or ruling of any governmental authority, affecting or relating to Noteholder’s right to convert the Note.

Representations of Noteholder. The Noteholder represents and warrants to the Company that: (i) Noteholder has, and at the time immediately prior to the First Closing Date, Date it will have, good and valid title to the Note, free and clear of all liens, security interests, encumbrances, equities and claims, with no defects of title whatsoever and whatsoever; (ii) Noteholder is not a party to or bound by any agreement, or any judgment, decree or ruling has strictly complied with the terms of any governmental authority, affecting or relating to Noteholder’s right to convert the Note.Note Purchase Agreement at all times; and