Company Representation Clause Example with 14 Variations from Business Contracts
This page contains Company Representation clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Company Representation. In connection with the transactions contemplated hereby, the Company represents and warrants to the Selling Stockholder that: (a) The Company is a corporation duly incorporated and validly existing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (b) This Agreement has been duly authorized, executed and delivered by the C...ompany and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors' rights or by general equitable principles. (c) The compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries or constitute a default under (i) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) any provision of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company or organizational documents of the Company's subsidiaries or (iii) any statute, law, order, rule, regulation, judgment or decree of any court, regulatory body, administrative agency or governmental agency or body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in the case of clauses (i) and (iii), as would not impair in any material respect the consummation of the Company's obligations hereunder or reasonably be expected to have a material adverse effect on the financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this Agreement. (d) The Company will have as of the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder on the terms and conditions contained herein.View More
Variations of a "Company Representation" Clause from Business Contracts
Company Representation. In connection with the transactions contemplated hereby, the The Company hereby represents and warrants to the Selling Stockholder that: (a) The Company is a corporation duly incorporated and validly existing under the laws undersigned purchaser as of the State date of Delaware. The this Agreement as follows: (A)The Company has the requisite corporate power and authority to execute, deliver enter into and perform its obligations under this Note Purchase Agreement. (B)The execution and delivery o...f each of this Note Purchase Agreement by the Company, and to consummate the consummation by it of the transactions contemplated hereby. (b) This Agreement has hereby and thereby, have been duly authorized, executed authorized by all requisite corporate action and delivered by no further consent or authorization on the part of the Company is required. (C)This Note Purchase Agreement constitutes, and constitutes a upon issuance the Note will constitute, the valid and binding agreement obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof as such enforceability may be limited by general principals of equity or applicable bankruptcy, insolvency, reorganization reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally the enforcement of creditors' creditors rights and remedies. (D)The Company has filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by general equitable principles. (c) The compliance by it under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including all required exhibits thereto), including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, as the same may be amended, and including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the "SEC Reports"), on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with this Agreement the applicable requirements of the Securities Act and the consummation Exchange Act and the rules and regulations of the transactions herein contemplated will Securities and Exchange Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets misleading. The financial statements of the Company or its subsidiaries or constitute a default under (i) included in the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which SEC Reports comply in all material respects with applicable accounting requirements and the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any rules and regulations of the property Securities and Exchange Commission with respect thereto as in effect at the time of filing. Such financial statements (i) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or assets the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and (ii) fairly present in all material respects the financial position of the Company or any as of its subsidiaries is and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, (ii) any provision of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company or organizational documents of the Company's subsidiaries or (iii) any statute, law, order, rule, regulation, judgment or decree of any court, regulatory body, administrative agency or governmental agency or body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in the case of clauses (i) and (iii), unaudited statements, to normal, year-end audit adjustments. Except as would not impair set forth in any material respect the consummation of the Company's obligations hereunder or reasonably be expected to have a material adverse effect on the financial position, stockholders' equity or results of operations of SEC Reports, the Company and its subsidiaries, taken as a whole, has no material liability of any nature (whether accrued, absolute, contingent or otherwise) that is required by GAAP to be included in the case of each such clause, financial statements other than liabilities arising after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification the most recent balance sheet included in such financial statements which were incurred in the ordinary course of or business consistent with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this Agreement. (d) The Company will have as of the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder on the terms and conditions contained herein. past practice. View More
Company Representation. In connection with the transactions contemplated hereby, the Company represents (a)Organization and warrants to the Selling Stockholder that: (a) Power. The Company is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware. The Company organization and has the requisite corporate full right, power and authority to execute, deliver and perform its obligations under enter into this Agreement and to consummate re...purchase the transactions contemplated hereby. (b) Warrants from the Warrant Holder. (b)Authorization and Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and constitutes a the valid and binding agreement obligation of the Company Company, enforceable in accordance with its terms, except to the extent that enforcement thereof as enforceability may be limited by bankruptcy, insolvency, reorganization fraudulent transfer, moratorium or other similar laws relating to or affecting enforcement the rights of creditors' rights or creditors generally and by general equitable principles. (c) (c)No Conflicts. The execution, delivery and performance of this Agreement, the repurchase of the Warrants, and compliance with the provisions hereof by the Company Company, do not and will not, with this Agreement and or without the consummation passage of time or the giving of notice or both, (a) violate any provision of law, statute, ordinance, rule or regulation or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body, or (b) result in any breach of any of the transactions herein contemplated will not conflict with, terms, conditions or provisions of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, or result in a breach or violation or imposition the creation of any lien, security interest, charge or encumbrance upon any property of the properties or assets of the Company Company, under the organizational documents of the Company, or its subsidiaries any note, indenture, mortgage or constitute a default under (i) the terms of lease, or any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement other material contract or other instrument, document or agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company it or any of its subsidiaries property is bound or affected. (d)No Prohibitions. The Company is not a party to, subject to which or bound by any of the property or assets of the Company agreement or any of its subsidiaries is subject, (ii) any provision of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company or organizational documents of the Company's subsidiaries or (iii) any statute, law, judgment, order, rule, regulation, judgment writ, prohibition, injunction or decree of any court, regulatory body, administrative agency or governmental agency or body, arbitrator court or other authority having jurisdiction over governmental body which would prevent the execution or delivery of this Agreement by the Company or the repurchase of the Warrants from the Warrant Holder pursuant to the terms hereof. (e)Consents. All consents, approvals or authorizations of, or registrations, filings or declarations with, any of its subsidiaries governmental authority or any of their properties; except, other person required in the case of clauses (i) and (iii), as would not impair in any material respect the consummation of the Company's obligations hereunder or reasonably be expected to have a material adverse effect on the financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or connection with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations this Agreement or the transactions contemplated hereby have been or will be obtained by the Company and will be in full force and effect. 3 (f)Bankruptcy. The Company is not under the jurisdiction of a court in a Title 11 or similar case (within the meaning of Bankruptcy Code Section 368(a)(3)(A) (or related provisions)) or involved in any insolvency proceeding or reorganization. (g)No Material Non-Public Information. Other than the existence of this Agreement, including Agreement and the consummation existence of similar agreements with other holders of the Company's warrants solely during the period of time following the execution of this Agreement and announcement by the Company of the execution, which the Company covenants to announce at or prior to the Disclosure Time, as defined below, , neither the Company nor any of its subsidiaries or any of their respective officers, directors, employees or, to the knowledge of the Company, agents, has disclosed any material, non-public information to the Warrant Holder or any of its affiliates and nothing herein (including, without limitation, the transactions contemplated by this Agreement. (d) The Company will have as of the Closing sufficient cash available to pay the Purchase Price hereby), constitutes material, non-public information. No confidentiality or similar obligations with respect to the Selling Stockholder transactions contemplated hereby or otherwise, whether written or oral, exists between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the terms one hand, and conditions contained herein. the Warrant Holder or any of its affiliates, on the other hand. View More
Company Representation. In connection with the transactions contemplated hereby, the Company represents and warrants to the Selling Stockholder Sellers that: (a) The Company is a corporation duly incorporated organized and validly existing under the laws Laws of the State of Delaware. Maryland. The Company has the requisite all necessary corporate power and corporate authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement hereunder and to consummate the transactions ...contemplated hereby. All consents, approvals, authorizations and orders necessary for the execution and delivery by the Company of this Agreement, and for the purchase of the Repurchase Shares by the Company hereunder, have been obtained. (b) The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Board, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by each of the Sellers, constitutes a legal, valid and binding agreement obligation of the Company, enforceable against the Company enforceable in accordance with its terms, except to the extent that enforcement thereof such enforceability (i) may be limited by bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and other similar state or federal laws, common law, statutes, ordinances, codes, rules or regulations or other laws similar requirement enacted, adopted, promulgated, or applied by any governmental authority ("Laws") of general application affecting or relating to the enforcement of creditors' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the "Bankruptcy and Equity Exception"). (c) Neither the execution and delivery of this Agreement nor the consummation by general equitable principles. (c) The the Company of the transactions contemplated hereby, nor performance or compliance by the Company with this Agreement and the consummation any of the transactions herein contemplated terms or provisions hereof, will not (i) conflict with, result in a breach with or violation violate any provision of (A) the Company's organizational documents or imposition (B) the similar organizational documents of any lien, charge of the Company's subsidiaries or encumbrance upon (ii) (x) violate any property 2 Law or assets outstanding order, judgment, injunction, ruling, writ or decree of any governmental authority ("Judgments") applicable to the Company or any of its subsidiaries or (y) violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under (i) any of the terms or provisions of any loan or credit agreement, indenture, contract, lease, debenture, note, bond, mortgage, deed of trust, note agreement, loan agreement lease, sublease, license, contract or other agreement, obligation, condition, covenant or instrument agreement (each, a "Contract") to which the Company or any of its subsidiaries is a party or by which accelerate the Company or Company's or, if applicable, any of its subsidiaries is bound or subsidiaries' obligations under any such Contract. (d) Both immediately prior to which any of and after giving effect to the property or assets of Repurchase, (i) the Company or any of and its subsidiaries is subject, shall be Solvent (as defined below) and (ii) any provision of the Amended fair value and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company or organizational documents present fair saleable value of the Company's subsidiaries or (iii) any statute, law, order, rule, regulation, judgment or decree assets exceed its total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) by an amount that exceeds the Company's statutory capital. For purposes of any court, regulatory body, administrative agency or governmental agency or body, arbitrator or other authority having jurisdiction over this Agreement, the Company or any of its subsidiaries or any of their properties; except, in the case of clauses (i) and (iii), term "Solvent" means that, as would not impair in any material respect the consummation of the Company's obligations hereunder or reasonably be expected to have a material adverse effect on the financial position, stockholders' equity or results applicable time of operations of determination, the Company and its subsidiaries, taken as a whole, in (A) are able to pay their respective debts as they become due; (B) own property which has a fair saleable value greater than the case of each such clause, after giving effect amounts required to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as pay their respective debts (including a reasonable estimate of the date amount of this Agreement; all contingent liabilities); and (C) have adequate capital to carry on their respective businesses. No transfer of property is being made and no consent, approval, authorization, order, registration or qualification of or obligation is being incurred in connection with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this Agreement. (d) Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company or its subsidiaries. (e) The Company will have makes no representations or warranties, express or implied, about the Repurchase, the Conversion, the Company or otherwise, except as of expressly set forth in this Section 2, and the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder Sellers expressly disclaim reliance on the terms and conditions contained herein. any such other representations or warranties. View More
Company Representation. In connection with the transactions contemplated hereby, the The Company represents and warrants to the Selling Stockholder that: (a) The Company is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite Delaware, with corporate power and authority to execute, deliver own or lease all of its properties and perform assets and to carry on its obligations under business as it is now being conducted ...in all material respects. (b) The Company has the corporate power and authority to enter into this Agreement and to consummate carry out its obligations hereunder. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Company. No other corporate proceedings are necessary for the execution and delivery by the Company of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. (b) (c) This Agreement has been duly authorized, and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by each of the TD Entities) constitutes a valid and binding agreement obligation of the Company, enforceable against the Company enforceable in accordance with its terms, except to the extent that enforcement thereof terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other laws similar Laws of general applicability relating to or affecting enforcement insured depository institutions or their parent companies or the rights of creditors' rights or creditors generally and subject to general principles of equity (the "Enforceability Exceptions"). 3 (d) Neither the execution and delivery of this Agreement by general equitable principles. (c) The the Company, nor the consummation of the transactions contemplated hereby, nor compliance by the Company with this Agreement and the consummation any of the transactions herein contemplated provisions hereof, will not (A) violate, conflict with, or result in a breach of any provision of, or violation constitute a default (or an event which, with notice or imposition lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, charge mortgage, pledge, security interest, encumbrance, charge, adverse claim or encumbrance other restriction of any kind, whether based on common law, statute or contract (collectively, a "Lien") upon any property of the properties or assets of the Company under any of the terms, conditions or provisions of (i) its governing documents or the governing documents of any of its subsidiaries or constitute a default under (i) the terms of (ii) any note, bond, mortgage, indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant instrument or instrument obligation to which the Company or any of its subsidiaries is a party or by which they may be bound, or to which the Company or any of its subsidiaries is bound or to which any of the property properties or assets of the Company or any of its subsidiaries is may be subject, (ii) any provision or (B) subject to the receipt of the Amended and Restated Certificate of Incorporation Requisite Regulatory Approvals, violate any law, statute, ordinance, rule or Amended and Restated Bylaws of the Company regulation or organizational documents of the Company's subsidiaries or (iii) any statute, law, judgment, ruling, order, rule, regulation, judgment writ, injunction or decree of any court, regulatory body, administrative agency or governmental agency or body, arbitrator or other authority having jurisdiction over applicable to the Company or any of its subsidiaries or any of their properties; except, respective properties or assets, except in the case of clauses (i) (A)(ii) and (iii), (B), as would not impair not, individually or in any material respect the consummation of the Company's obligations hereunder or aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on the financial position, stockholders' equity Company. (e) Other than pursuant to the securities laws or results of operations "blue sky" laws of the Company and its subsidiaries, taken as a whole, in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as states of the date of this Agreement; United States, the Requisite Regulatory Approvals and the other regulatory approvals contemplated by the Merger Agreement, no consent, approval, notice to, registration, declaration or filing with, exemption or review by, or authorization, order, registration consent or qualification approval of any governmental or with regulatory authority, nor expiration or termination of any such court or governmental agency or body statutory waiting period, is required necessary for the execution, delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this Agreement. (d) (f) The Company Shares have been duly authorized and, when issued and delivered to TD Lux against full payment therefor in accordance with the terms of this Agreement, the Shares will have as be validly issued, fully paid, nonassessable and not issued in violation of the Closing sufficient cash available to pay the Purchase Price preemptive rights, with no personal liability attaching to the Selling Stockholder ownership thereof, and will effectively vest in TD Lux good and marketable title to all such securities, free and clear of any Lien, except restrictions imposed by the TD Stockholders Agreement, the Securities Act or any applicable state or foreign securities laws on the terms and conditions contained herein. transfer or other disposition thereof. View More
Company Representation. In connection with the transactions contemplated hereby, the Company represents and warrants to the Selling Stockholder Sellers as of the Initial Closing Date and each Option Closing Date, as the case may be, that: (a) All consents, approvals, authorizations and orders necessary for the execution, delivery and performance by the Company of this Agreement and for the purchase and receipt of the applicable Purchased Equity Interests to be purchased by the Company hereunder, have been obtained; and... the Company has full right, power and authority to enter into this Agreement and to purchase and receive the applicable Purchased Equity Interests to be purchased by the Company hereunder. (b) The Company is a corporation duly incorporated organized and validly existing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (b) (c) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors' rights or by general equitable principles. (c) Company. (d) The compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not (i) conflict with, with or result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company material terms or its subsidiaries provisions of, or constitute a default under (i) the terms of any material indenture, contract, lease, material mortgage, material deed of trust, note agreement, material loan agreement or other agreement, obligation, condition, covenant material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of 4 its subsidiaries is subject, (ii) violate any provision of the Amended and Restated Certificate certificate of Incorporation incorporation or Amended and Restated Bylaws by-laws, or other organizational documents, as applicable, of the Company or organizational documents of the Company's its subsidiaries or (iii) violate any statute, law, applicable statute or any order, rule, regulation, judgment rule or decree regulation of any court, regulatory body, administrative agency court or governmental agency or body, arbitrator or other authority body having jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in the case of clauses (i) (i), (ii) and (iii), as would not impair in any material respect the consummation of the Company's obligations hereunder or reasonably be expected to have a material adverse effect on the business, management, financial position, stockholders' equity position or results of operations of the Company and its subsidiaries, taken as a whole, in whole or the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as ability of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of to consummate the transactions contemplated by this Agreement. (d) The Company will have as of the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder on the terms and conditions contained herein.View More
Company Representation. In connection with the transactions contemplated hereby, the Company represents and warrants to the Selling Stockholder Sellers as of the Initial Closing Date and each Option Closing Date, as the case may be, that: (a) All consents, approvals, authorizations and orders necessary for the execution, delivery and performance by the Company of this Agreement and for the purchase and receipt of the applicable Purchased Equity Interests to be purchased by the Company hereunder, have been obtained; and... the Company has full right, power and authority to enter into this Agreement and to purchase and receive the applicable Purchased Equity Interests to be purchased by the Company hereunder. (b) The Company is a corporation duly incorporated organized and validly existing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (b) (c) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors' rights or by general equitable principles. (c) Company. 4 (d) The compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not (i) conflict with, with or result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company material terms or its subsidiaries provisions of, or constitute a default under (i) the terms of any material indenture, contract, lease, material mortgage, material deed of trust, note agreement, material loan agreement or other agreement, obligation, condition, covenant material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) violate any provision of the Amended and Restated Certificate certificate of Incorporation incorporation or Amended and Restated Bylaws by-laws, or other organizational documents, as applicable, of the Company or organizational documents of the Company's its subsidiaries or (iii) violate any statute, law, applicable statute or any order, rule, regulation, judgment rule or decree regulation of any court, regulatory body, administrative agency court or governmental agency or body, arbitrator or other authority body having jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in the case of clauses (i) (i), (ii) and (iii), as would not impair in any material respect the consummation of the Company's obligations hereunder or reasonably be expected to have a material adverse effect on the business, management, financial position, stockholders' equity position or results of operations of the Company and its subsidiaries, taken as a whole, in whole or the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as ability of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of to consummate the transactions contemplated by this Agreement. (d) The Company will have as of the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder on the terms and conditions contained herein.View More
Company Representation. In connection with the transactions contemplated hereby, the Company represents and warrants to the Selling Stockholder Sellers that: (a) All consents, approvals, authorizations and orders necessary for the execution, delivery and performance by the Company of this Agreement and for the purchase and receipt of the Repurchase Shares to be purchased by the Company hereunder, have been obtained; and the Company has full right, power and authority to enter into this Agreement and to purchase and rec...eive the Repurchase Shares to be purchased by the Company hereunder. (b) The Company is a corporation duly incorporated organized and validly existing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (b) (c) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors' rights or by general equitable principles. (c) Company. (d) The compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not (i) conflict with, with or result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company material terms or its subsidiaries provisions of, or constitute a default under (i) the terms of any material indenture, contract, lease, material mortgage, material deed of trust, note agreement, material loan agreement or other agreement, obligation, condition, covenant material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) violate any provision of the Amended and Restated Certificate certificate of Incorporation incorporation or Amended and Restated Bylaws by-laws, or other organizational documents, as applicable, of the Company or organizational documents of the Company's subsidiaries (iii) violate any applicable statute or (iii) any statute, law, order, rule, regulation, judgment rule or decree regulation of any court, regulatory body, administrative agency court or governmental agency or body, arbitrator or other authority body having jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in the case of clauses (i) and (iii), as would not impair in any material respect the consummation of the Company's obligations hereunder or reasonably be expected to have a material adverse effect on the business, management, financial position, stockholders' equity position or results of operations of the Company and its subsidiaries, taken as a whole, whole or the ability of the Company to consummate the Repurchase (a "Material Adverse Effect"), in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this Agreement. (d) The Company will have as of the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder on the terms and conditions contained herein.View More
Company Representation. In connection with the transactions contemplated hereby, the Company represents and warrants to the Selling Stockholder Sellers as of each Closing Date that: (a) All consents, approvals, authorizations and orders necessary for the execution, delivery and performance by the Company of this Agreement and for the purchase and receipt of the applicable Purchased Equity Interests to be purchased by the Company hereunder, have been obtained; and the Company has full right, power and authority to enter... into this Agreement and to purchase and receive the applicable Purchased Equity Interests to be purchased by the Company hereunder. (b) The Company is a corporation duly incorporated organized and validly existing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (b) (c) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors' rights or by general equitable principles. (c) Company. (d) The compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not (i) conflict with, with or result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company material terms or its subsidiaries provisions of, or constitute a default under (i) the terms of any material indenture, contract, lease, material mortgage, material deed of trust, note agreement, material loan agreement or other agreement, obligation, condition, covenant material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) violate any provision of the Amended and Restated Certificate certificate of Incorporation incorporation or Amended and Restated Bylaws by-laws, or other organizational documents, as applicable, of the Company or organizational documents of the Company's its subsidiaries or (iii) violate any statute, law, applicable statute or any order, rule, regulation, judgment rule or decree regulation of any court, regulatory body, administrative agency court or governmental agency or body, arbitrator or other authority body having jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in the case of clauses (i) (i), (ii) and (iii), as would not impair in any material respect the consummation of the Company's obligations hereunder or reasonably be expected to have a material adverse effect on the business, management, financial position, stockholders' equity position or results of operations of the Company and its subsidiaries, taken as a whole, in whole or the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as ability of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of to consummate the transactions contemplated by this Agreement. (d) The Company will have as of the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder on the terms and conditions contained herein.View More
Company Representation. In connection with the transactions contemplated hereby, the Company represents and warrants to the Selling Stockholder that: (a) The Seller that, as of the date hereof and at the Closing: (a)The Company is a corporation duly incorporated organized and validly existing under the laws of the State of Delaware. Texas. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereb...y. (b) This (b)This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors' rights or by general equitable principles. (c) The (c)The compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not (i) conflict with, with or result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company terms or its subsidiaries provisions of, or constitute a default under (i) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) violate any provision of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws organizational documents of the Company or organizational documents of the Company's subsidiaries (iii) violate any statute or (iii) any statute, law, order, rule, regulation, judgment rule or decree regulation of any court, regulatory body, administrative agency court or governmental agency or body, arbitrator or other authority body having jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in the case of clauses (i) and (iii), as would not impair in any material respect the consummation of the Company's obligations hereunder or reasonably be expected to have a material adverse effect on the financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this Agreement. (d) The Company will have as of the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder on the terms and conditions contained herein. properties. View More
Company Representation. In connection with the transactions contemplated hereby, the Company represents and warrants to the Selling Stockholder Sellers that: (a) All consents, approvals, authorizations and orders necessary for the execution, delivery and performance by the Company of this Agreement and for the purchase and receipt of the Repurchase Shares to be purchased by the Company hereunder, have been obtained; and the Company has full right, power and authority to enter into this Agreement and to purchase and rec...eive the Repurchase Shares to be purchased by the Company hereunder. (b) The Company is a corporation duly incorporated organized and validly existing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (b) (c) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors' rights or by general equitable principles. (c) Company. (d) The compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not (i) conflict with, with or result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company material terms or its subsidiaries provisions of, or constitute a default under (i) the terms of any material indenture, contract, lease, material mortgage, material deed of trust, note agreement, material loan agreement or other agreement, obligation, condition, covenant material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) violate any provision of the Amended and Restated Certificate certificate of Incorporation incorporation or Amended and Restated Bylaws by-laws, or other organizational documents, as applicable, of the Company or organizational documents of the Company's subsidiaries (iii) violate any applicable statute or (iii) any statute, law, order, rule, regulation, judgment rule or decree regulation of any court, regulatory body, administrative agency court or governmental agency or body, arbitrator or other authority body having jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in the case of clauses (i) and (iii), as would not impair in any material respect the consummation of the Company's obligations hereunder or reasonably be expected to have a material adverse effect on the business, management, financial position, stockholders' equity position or results of operations of the Company and its subsidiaries, taken as a whole, whole or the ability of the Company to consummate the Repurchase, in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this Agreement. (d) The Company will have as of the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder on the terms and conditions contained herein.View More
