Representations and Warranties of the Company Clause Example with 12 Variations from Business Contracts
This page contains Representations and Warranties of the Company 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.
Representations and Warranties of the Company. The Company represents and warrants to Dealer on the date hereof that: (a) the Company has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance; (b) such execution, delivery and performance do not violate or conflict with any law applicable to the Company, any provision ...of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (c) all governmental and other consents that are required to have been obtained by the Company with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (d) the Company's obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)); (e) the Company is not in possession of any material nonpublic information regarding the Company or its common stock; (f) the Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least $50 million; and (g) the Company is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act.View More
Variations of a "Representations and Warranties of the Company" Clause from Business Contracts
Representations and Warranties of the Company. The Company represents and warrants to Dealer on the date hereof that: (a) the Company a.it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance; (b) b. such execution, delivery and performance by the Company of this Agreement do not violate or conflict with any law ...applicable to the Company, it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (c) c. all governmental and other consents that are required to have been obtained by the Company it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (d) the Company's d. its obligations under this Agreement constitute constitutes its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)); (e) e. it is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act; f. on the date hereof and the Exchange Date, the Company is not in possession and will not be "insolvent" (as such term is defined under Section 101(32) of any material nonpublic information regarding the Company or its common stock; (f) Bankruptcy Code); g. the Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least $50 USD 50 million; and (g) the Company h. each of it and its affiliates is not entering into this Agreement to create actual in possession of any material nonpublic information regarding Company or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act. its common stock. View More
Representations and Warranties of the Company. The Company represents and warrants to Dealer on the date hereof that: (a) the Company (a)it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize authorise such execution, delivery and performance; (b) such (b)such execution, delivery and performance by the Company of this Agreement do not violate or confli...ct with any law applicable to the Company, it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (c) all (c)all governmental and other consents that are required to have been obtained by the Company it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (d) the Company's (d)its obligations under this Agreement constitute constitutes its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, reorganisation, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)); (e) (e)it is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act; (f)on the date hereof and the Exchange Date, the Company is not in possession and will not be "insolvent" (as such term is defined under Section 101(32) of any material nonpublic information regarding the Company or its common stock; (f) the Bankruptcy Code); (g)the Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least $50 USD 50 million; and (g) the Company (h)each of it and its affiliates is not entering into this Agreement to create actual in possession of any material nonpublic information regarding Company or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act. its common stock. View More
