Representations and Warranties by the Company Contract Clauses (21)

Representations and Warranties by the Company. The Company hereby represents and warrants to the Purchaser, as of the date hereof, as follows: a. Incorporation and Qualification. The Company has been duly organized and is validly existing as a corporation and in good standing under the laws of the State of Delaware with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted in all material respects. b. Authority. The Company has the requisite corporate power an...d authority to enter into this Agreement and to issue and deliver the Shares. The execution and delivery of this Agreement has been duly and validly authorized by all necessary corporate action by the Company. This Agreement has been duly and validly executed and delivered by and on behalf of the Company and constitutes a valid, legal and binding agreement, enforceable against the Company in accordance with its terms, except as enforceability may be limited by general equitable principles, bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting creditors' rights generally and except as any indemnity in respect of securities law liabilities may be unenforceable. c. Brokers and Finders. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Company who might be entitled to any fee or commission from the Company, the Purchaser or any of their respective affiliates upon consummation of the transactions contemplated by this Agreement except as may be noted and disclosed to the Purchaser. d. Nasdaq Compliance. The Company is, and immediately following the issuance of the Shares pursuant to this Agreement will be, in compliance with all applicable NASDAQ Marketplace Rules. View More