Representations and Warranties of the Company Clause Example with 15 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 Subscriber that: (a) Organization. The Company is organized and validly existing in good standing under the laws of the State of Nevada. (b) Due Authorization, Enforcement and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, and when executed and delivered by the Company, this Agreement will constitute legal, valid and binding agreements of the Company enforceable against... the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable. (c) Noncontravention. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default under (i) any material agreement to which the Company is a party or by which it or any of its properties are bound or (ii) the organizational documents of the Company.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 Subscriber that: (a) Organization. The Company (i) it is organized and a validly existing corporation in good standing under the laws of the State state of Nevada. (b) Due Authorization, Enforcement and Valid Issuance. The Company Florida; (ii) this Agreement has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, and when been duly authorized, executed and delivered by the Company, this Agreement will con...stitute legal, valid Company and constitutes the legal and binding agreements obligation of the Company Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws affecting the enforcement of creditors' rights generally and contracting parties' rights generally, and except as enforceability may be subject to by general principles of equity relating to enforceability (regardless of whether such enforceability is considered in a proceeding at law or in equity or at law). The equity); and (iii) the Shares have been duly authorized and, when issued issued, delivered and paid for in accordance with the terms of manner set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable. (c) Noncontravention. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default under (i) any material agreement to which the Company is a party or by which it or any of its properties are bound or (ii) the organizational documents of the Company.View More
Representations and Warranties of the Company. The Company hereby represents and warrants to Subscriber that: each of the Preferred Holders as follows: (a) Organization. The Conversion Shares and the Dividend Shares have been duly authorized and, when issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable. (b) The Company is organized and a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. (b) Due Authorization, Enforcement D...elaware; and Valid Issuance. The Company has all requisite the corporate power and authority to execute, deliver and perform its obligations under this Agreement, and when Agreement. (c) This Agreement has been duly executed and delivered by the Company, this Agreement will constitute Company and constitutes the legal, valid and binding agreements obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' and contracting parties' rights generally, and except as enforceability may be subject to generally or by general principles of equity relating to enforceability (regardless of whether such enforceability is considered in a proceeding at law or in equity or at law). The Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable. (c) Noncontravention. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default under (i) any material agreement to which the Company is a party or by which it or any of its properties are bound or (ii) the organizational documents of the Company. equity). View More
Representations and Warranties of the Company. The Company represents and warrants to Subscriber that: (a) Organization. The Company is organized and validly existing in good standing under the laws of the State state of Nevada. (b) Due Authorization, Authorization and Enforcement and Valid Issuance. . The Company has all requisite power and authority to execute, deliver and perform its obligations under this Subscription Agreement, and when executed and delivered by the Company, this Subscription Agreement will constitute legal, valid and b...inding agreements of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Valid Issuance. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Subscription Agreement, will be duly and validly issued, fully paid and nonassessable. (c) nonassessable, subject to the terms of the Company's Certificate of Designations of the Relative Rights and Preferences of the Series A Convertible Preferred Stock in the form attached as Exhibit A hereto (the "Certificate of Designation"),and no preemptive rights will exist with respect to any of the Shares or the issuance and sale thereof. In the event that Conversion Shares are issued in accordance with the Certificate of Designation, such Conversion Shares will be duly authorized by all necessary corporate action and validly issued and outstanding, fully paid and nonassessable, and the holders shall be entitled to all rights afforded to a holder of Common Stock. The Company has and will continue to reserve a sufficient amount of Common Stock for the issuance of the Conversion Shares. (d) Noncontravention. The execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default under (i) any material agreement to which the Company is a party or by which it or any of its properties are bound or (ii) the organizational documents of the Company. 5. Conditions to Obligations of Subscriber and the Company. The obligations of Subscriber to purchase and pay for the Shares specified on the signature page hereof and of the Company to sell the Shares are subject to the satisfaction at or prior to the Closing of the following conditions precedent: (a) Representations and Warranties. The representations and warranties of Subscriber contained in Section 3 hereof and of the Company contained in Section 4 hereof shall be true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been made as of the Closing. View More
Representations and Warranties of the Company. The Company represents and warrants to each Subscriber that: (a) Organization. The Company is organized and validly existing in good standing under the laws of the State state of Nevada. Delaware. (b) Due Authorization, Enforcement and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Subscription Agreement, and when executed and delivered by the Company, this Subscription Agreement will constitute legal, valid and bindin...g agreements of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Subscription Agreement, will be duly and validly issued, fully paid and nonassessable. (c) Noncontravention. The execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default under (i) any material agreement to which the Company is a party or by which it or any of its properties are bound or (ii) the organizational documents of the Company. 6 5. Conditions to Obligations of each Subscriber and the Company. The obligations of each Subscriber to purchase and pay for the Securities specified on the signature page hereto and of the Company to sell the Securities are subject to the satisfaction at or prior to the Closing of the following conditions precedent: (a) Representations and Warranties. The representations and warranties of such Subscriber contained in Section 3 hereof and of the Company contained in Section 4 hereof shall be true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been made as of the Closing. View More
Representations and Warranties of the Company. The Company represents and warrants to Subscriber that: (a) Organization. The Company is organized and validly existing in good standing under the laws of the State state of Nevada. Delaware. (b) Due Authorization, Enforcement and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Subscription Agreement, and when executed and delivered by the Company, this Subscription Agreement will constitute legal, valid and binding agr...eements of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Subscription Agreement, will be duly and validly issued, fully paid and nonassessable. (c) Noncontravention. The execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default under (i) any material agreement to which the Company is a party or by which it or any of its properties are bound or (ii) the organizational documents of the Company. (d) Escrow. The proceeds received by the Company shall be held by the Company in a separate non-interest bearing escrow account and shall only be released immediately prior to the acquisition of Enochian. If the Company does not consummate the acquisition within the timeframe agreed to by and among the Company, Weird Science, LLC and Enochian, its wholly owned subsidiary, then the Company shall release the full amount of each investment back to Subscriber. View More
Representations and Warranties of the Company. The Company represents and warrants to Subscriber that: (a) Organization. The Company is organized and validly existing in good standing under the laws of the State state of Nevada. (b) Due Authorization, Enforcement Authorization and Valid Issuance. Enforcement. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Subscription Agreement, and when executed and delivered by the Company, this Subscription Agreement will constitute legal, vali...d and binding agreements of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Valid Issuance. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Subscription Agreement, will be duly and validly issued, fully paid and nonassessable. (c) nonassessable, subject to the terms of the Company's Certificate of Designations of the Relative Rights and Preferences of the Series A Convertible Preferred Stock in the form attached as Exhibit A hereto (the "Certificate of Designation"),and no preemptive rights will exist with respect to any of the Shares or the issuance and sale thereof. In the event that Conversion Shares are issued in accordance with the Certificate of Designation, such Conversion Shares will be duly authorized by all necessary corporate action and validly issued and outstanding, fully paid and nonassessable, and the holders shall be entitled to all rights afforded to a holder of Common Stock. The Company has and will continue to reserve a sufficient amount of Common Stock for the issuance of the Conversion Shares. (d) Noncontravention. The execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default under (i) any material agreement to which the Company is a party or by which it or any of its properties are bound or (ii) the organizational documents of the Company. View More
Representations and Warranties of the Company. The Company represents and warrants to Subscriber that: (a) Organization. The Company is organized and validly existing in good standing under the laws of the State state of Nevada. (b) Due Authorization, Enforcement Authorization and Valid Issuance. Enforcement. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Subscription Agreement, and when executed and delivered by the Company, this Subscription Agreement will constitute legal, vali...d and binding agreements of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Valid Issuance The Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Subscription Agreement, will be duly and validly issued, fully paid and nonassessable. (c) nonassessable, subject to the terms of the Company's Certificate of Designations of the Relative Rights and Preferences of the Series A Convertible Preferred Stock in the form attached as Exhibit C hereto (the "Certificate of Designation"), and no preemptive rights will exist with respect to any of the Shares or the issuance and sale thereof. In the event that Conversion Shares are issued in accordance with the Certificate of Designation, such Conversion Shares will be duly authorized by all necessary corporate action and validly issued and outstanding, fully paid and nonassessable, and the holders shall be entitled to all rights afforded to a holder of Common Stock. The Company has and will continue to reserve a sufficient amount of Common Stock for the issuance of the Conversion Shares. (e) Noncontravention. The execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default under any (i) any material agreement to which the Company is a party or by which it or any of its properties are bound or (ii) the organizational documents of the Company. View More
Representations and Warranties of the Company. The Company represents and warrants to Subscriber that: (a) Organization. The Company is organized and validly existing in good standing under the laws of the State state of Nevada. (b) Due Authorization, Enforcement Authorization and Valid Issuance. Enforcement. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Subscription Agreement, and when executed and delivered by the Company, this Subscription Agreement will constitute legal, vali...d and binding agreements of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Valid Issuance. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Subscription Agreement, will be duly and validly issued, fully paid and nonassessable. (c) nonassessable, subject to the terms of the Company's Certificate of Designations of the Relative Rights and Preferences of the Series A Convertible Preferred Stock in the form attached as Exhibit C hereto (the "Certificate of Designation"), and no preemptive rights will exist with respect to any of the Shares or the issuance and sale thereof. In the event that Conversion Shares are issued in accordance with the Certificate of Designation, such Conversion Shares will be duly authorized by all necessary corporate action and validly issued and outstanding, fully paid and nonassessable, and the holders shall be entitled to all rights afforded to a holder of Common Stock. The Company has and will continue to reserve a sufficient amount of Common Stock for the issuance of the Conversion Shares. (d) Noncontravention. The execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default under (i) any material agreement to which the Company is a party or by which it or any of its properties are bound or (ii) the organizational documents of the Company. View More
Representations and Warranties of the Company. The Company represents and warrants to Subscriber that: (a) Organization. The Company is organized and validly existing in good standing under the laws of the State state of Nevada. (b) Due Authorization, Enforcement Authorization and Valid Issuance. Enforcement. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Subscription Agreement, and when executed and delivered by the Company, this Subscription Agreement will constitute legal, vali...d and binding agreements of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Valid Issuance. The Shares have been duly authorized and, when issued and paid for in connection with the execution of the Extensions in accordance with the terms of this Subscription Agreement, will be duly and validly issued, fully paid and nonassessable. (c) nonassessable, subject to the terms of the Company's Amended and Restated Articles of Incorporation in the form attached as Exhibit A hereto (the "Articles"), and no preemptive rights will exist with respect to any of the Shares or the issuance and sale thereof. (e) Noncontravention. The execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default under (i) any material agreement to which the Company is a party or by which it or any of its properties are bound or (ii) the organizational documents of the Company. View More
Representations and Warranties of the Company. The Company represents and warrants to each Subscriber that: (a) Organization. The Company is organized and validly existing in good standing under the laws of the State state of Nevada. Delaware. (b) Due Authorization, Enforcement and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Subscription Agreement, and when executed and delivered by the Company, this Subscription Agreement will constitute legal, valid and bindin...g agreements of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Subscription Agreement, will be duly and validly issued, fully paid and nonassessable. (c) Noncontravention. The execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default under (i) any material agreement to which the Company is a party or by which it or any of its properties are bound or (ii) the organizational documents of the Company. View More
