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 Company represents and warrants to Buyer as of the Selling Stockholder date hereof that: (a) a. The Company is a corporation duly incorporated organized and validly existing under the laws of the State of Delaware. Nevada. 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) 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) c. The compliance execution, delivery and performance by the Company with of 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 articles 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 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 Closing, except, in the case of this Agreement; clauses (i) and (iii), as would not reasonably be expected to have a material adverse effect; 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 Agreement, except where the failure to obtain or make any such consent, approval, authorization, order, registration or qualification would not reasonably be expected to have a Material Adverse Effect or will have been obtained as of the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder on Trigger Date. d. The Option Shares, when issued, sold and delivered in accordance with the terms and conditions contained herein. for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws and liens or encumbrances created by or imposed by Buyer. View More
Company Representation. In connection with the transactions contemplated hereby, the Company represents and warrants as of the date hereof to the Selling Stockholder Sellers that: (a) 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) This Agreement has been duly aut...horized, 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 compliance execution, delivery and performance by the Company with of 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 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, statute or any order, rule, regulation, judgment rule 3 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, properties, 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; Agreement, and except, in the case of clauses (i) and (ii), as would not reasonably be expected to have a material adverse effect on (A) the business, operations, results of operations, properties, assets or condition (financial or otherwise) of the Company, the Partnership and its subsidiaries, taken as a whole, or (B) the ability of the Company to consummate the transactions contemplated by this Agreement (a "Material Adverse Effect"); 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 Agreement, except where the failure to obtain or make any such consent, approval, authorization, order, registration or qualification would not reasonably be expected to have as of the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder on the terms and conditions contained herein. a Material Adverse Effect. View More
Company Representation. In connection with the transactions contemplated hereby, the Company represents and warrants to the Selling Stockholder FTB that: (a) 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. 2 (b) This Agreement has been duly authorized, executed and de...livered 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 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 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, 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 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, hereunder, 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 Agreement, except where the failure to obtain or make any such consent, approval, authorization, order, registration or qualification would not impair in any material respect the consummation of the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder on the terms and conditions contained herein. Company's obligations hereunder. View More
Company Representation. In connection with the transactions contemplated hereby, the Company represents and warrants as of the date hereof to the Selling Stockholder Sellers that: (a) 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) This Agreement has been duly aut...horized, 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. -3- (c) The compliance execution, delivery and performance by the Company with of 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 under, 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 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, 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) 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, properties, 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; Agreement, and except, in the case of clauses (i) and (iii), as would not reasonably be expected to have a material adverse effect on (A) the business, operations, results of operations, properties, assets or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, or (B) the ability of the Company to consummate the transactions contemplated by this Agreement (a "Material Adverse Effect"); 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 Agreement, except where the failure to obtain or make any such consent, approval, authorization, order, registration or qualification would not reasonably be expected to have as of the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder on the terms and conditions contained herein. a Material Adverse Effect. View More
