Representations and Warranties of the Company Contract Clauses (3,414)

Representations and Warranties of the Company. The Company has full legal right, power and authority to enter into and perform all of its obligations under this Agreement. The execution and delivery of this Agreement by the Company has been authorized by all necessary corporate action on the part of the Company and will not violate any other agreement to which the Company is a party. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable in accordanc...e with its terms, except as the enforcement thereof may be limited in bankruptcy, insolvency, reorganization, moratorium or similar laws. View More

Representations and Warranties of the Company. The Company represents and warrants that (i) all information (other than Projections (as defined below)) that has been or will hereafter be made available to the Lead Arrangers or any Lender by or on behalf of the Company, the Borrower, the Parent, their respective subsidiaries or any of their respective representatives in connection with the transactions contemplated hereby (the "Information"), when taken as a whole, is and will be complete and correct in all material respects and does not and ...will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were or are made (after giving effect to all updates thereto provided by the Company or on its behalf to the Lead Arrangers) and (ii) all projections and other forward-looking information that have been or will be prepared by or on behalf of the Company, the Borrower, the Parent, their respective subsidiaries or any of their respective representatives and made available to the Lead Arrangers or any Lender or any prospective Lender (the "Projections") have been or will be prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at the time made available to the Lead Arrangers; it being understood that the Projections are as to future events and are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which our out of your control, that no assurance can be given that any particular projection or other forward-looking information will be realized and that actual results during the period or periods covered by the Projections may differ materially from the projected results. The Company agrees to supplement the Information from time to time until the Effective Date or this Commitment Letter terminates so that the representations and warranties contained in this paragraph remain accurate and complete in all material respects under those circumstances. In providing this Commitment Letter, the Lead Arrangers are relying on the accuracy of the Information furnished to it by or on behalf of the Company, the Borrower, the Parent and their respective affiliates without independent verification thereof. 6 9. Lead Arrangers Confirmation. Each Lead Arranger hereby confirms that the Term Loan Facility is being provided to and arranged for the Borrower on the basis of its properties, assets and credit only. View More

Representations and Warranties of the Company. The Company represents and warrants to Dealer as of the date hereof that: a. The Company is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and has not entered into or altered and will not enter into or alter any "corresponding or hedging transaction or position" (within the meaning of Rule 10b5-1 u...nder the Exchange Act) with respect to the Shares. b. The Company does not have, and shall not attempt to exercise, any control or influence over how, when or whether Dealer (or its agents or affiliates) makes any "purchases or sales" (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3) under the Exchange Act) in connection with this Agreement. c. The Company is not in possession of any material non-public information regarding the Company or the Shares. d. 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. e. 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). f. On each of the date hereof and the Settlement Date, the Company is not, or will not be, "insolvent" (as such term is defined under Section 101(32) of the Bankruptcy Code). g. The Company is not, and after giving effect to the transactions contemplated hereby will not be, required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended. View More

Representations and Warranties of the Company. (a) Representations and Warranties. The Company represents and warrants that: (i) Formation and Good Standing. The Company is duly organized and validly existing as a corporation under the laws of the State of Florida and, subject to applicable law, has all requisite power and authority to carry on its business as now conducted. (ii) Authorization of Agreement, etc. The execution and delivery of this Agreement has been authorized by all necessary action on behalf of the Company and this Agreemen...t is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. (iii) Compliance with Laws and Other Instruments. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or result in any violation of or default under any material agreement or other instrument to which the Company is a party or by which it or any of its properties is bound, or any permit, franchise, judgment, decree, statute, order, rule or regulation applicable to the Company or its business or properties. (iv) Offer of Shares. Neither the Company nor anyone acting on its behalf has taken or will take any action that would subject the issuance and sale of the Shares to the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). (b) Survival of Representations and Warranties. All representations and warranties made by the Company in Section 3.1 shall survive the execution and delivery of this Agreement, any investigation at any time made by the Investor or on the Investor's behalf and the issue and sale of Shares. View More

Representations and Warranties of the Company. (a) Company hereby represents and warrants that it has full power and legal right and authority to execute, deliver, and perform under this Agreement, and that the officers executing this Agreement on behalf of Company have full power of authority to do so. 2 (b) Company hereby represents and warrants that this Agreement has been duly authorized by all necessary corporate action, has been duly executed and delivered by Company and is enforceable against Company in accordance with its terms, subj...ect only to the applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the rights of creditors generally and to principles of equity. (c) Company hereby covenants and agrees to indemnify and hold harmless StoryCorp from and against and in respect of: (i) any and all losses and damages resulting from any misrepresentations or breaches of any warranty, covenant or agreement by Company made or contained in this Agreement, and (ii) any and all actions, suit, proceedings, claims, demands, judgments, costs and expenses, including attorney's fees, incident to the foregoing. View More

Representations and Warranties of the Company. Company represents and warrants to Secured Party that: 3.1 Ownership. Except as permitted under the Loan Agreement, Company owns the Collateral free of all Liens and no financing statement (other than those in favor of Secured Party) is on file covering any of the Collateral. 3.2 Sale of Goods or Services Rendered. Each Account and chattel paper constituting Collateral as of this date arose from the performance of services by Company or from a bonafide sale or lease of goods which have been deli...vered or shipped to the account debtor and for which Company has genuine invoices, shipping documents or receipts. 3 13140251.2 3.3 Location of Collateral. Borrower's place of business or, if more than one, its chief executive office, and the place where Borrower keeps its records concerning Accounts, is 170 Countryside Drive, PO Box 409, Belleville, Wisconsin 53508. Company will not change the location of its chief executive office, the place where it keeps records concerning Accounts or the place where Equipment or Inventory is kept unless such change is permitted by the Loan Agreement and 30 days' advance written notice of such change, describing the new location, has been given to Secured Party. 3.4 Fixtures. Exhibit A contains the description of all real estate to which any Collateral is affixed. 3.5 Intellectual Property. Schedule 7.12 of the Loan Agreement contains a correct and complete list and description of all federally registered patents, trademarks and copyrights owned by Company. 3.6 Environmental Compliance. To the knowledge of the Company, there are no conditions existing currently or likely to exist during the term of the Loan Agreement which would subject Company to damages, penalties, injunctive relief or cleanup costs under any Environmental Laws or which require or are likely to require cleanup, removal, remedial action or other response pursuant to Environmental Laws by Company. 3.7 Effectiveness of Representations and Warranties. The representations and warranties contained in this Section 3 shall be true and correct on and as of the date hereof and until the Obligations have been paid in full, with such changes as are approved by Secured Party or are permitted by the Loan Documents (as defined in the Loan Agreement). View More

Representations and Warranties of the Company. The Company represents and warrants to the Purchaser that: 4.1 The Company is a public company duly organized, validly existing and in good standing under the laws of Nevada and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted. 4.2 This Agreement has been duly executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforc...eable against the Company in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally, or the availability of equitable remedies. View More

Representations and Warranties of the Company. The Company represents and warrants to Grantee as follows: (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of Delaware and has all requisite corporate power and authority to enter into this Agreement, to issue the Award Shares to Grantee, and to perform its obligations under this Agreement. (b) The execution and delivery of this Agreement by the Company have been duly and validly authorized by the Committee; and all necessary corporate actio...n has been taken to make this Agreement a valid and binding obligation of the Company, enforceable in accordance with its terms, except that the enforcement of this Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) When issued to Grantee as provided for in this Agreement, the Award Shares will be duly and validly issued, fully paid, and non-assessable. View More

Representations and Warranties of the Company. The Company represents and warrants to Investor that the Company has full legal capacity, power and authority to execute and deliver this Note and to perform its obligations hereunder. This Note has been duly executed and delivered by the Company and is a valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights gen...erally and general principles of equity. The execution and delivery by the Company of this Note and the performance of its obligations hereunder will not violate, conflict with, result in a breach of, or constitute a default under the organizational documents of the Company or any of its subsidiaries. 2A "senior foreign political figure" is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a "senior foreign political figure" includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 3"Immediate family" of a senior foreign political figure typically includes the figure's parents, siblings, spouse, children and in-laws. 4A "close associate" of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure. 15 10. Investor Rights. (a) Information Rights. The Company shall deliver to each Major Investor annual and quarterly financial statements, annual budgets, and quarterly capitalization tables ("Information Rights"); provided that such Information Rights shall terminate upon a Qualified Financing. (b) Preemptive Rights. For so long as this Note is outstanding, each Investor shall have the right to purchase up to an amount of QF Preferred Stock or New Preferred Stock or Common Stock at (a) the Company's next Qualified Financing or (b) at each Non- Qualified Financing, in each case equal to the principal amount of such Investor's Note. The purchase price shall be the lowest price at which the Company offers such securities for new-money investment at such financing (that is, other than in connection with the conversion of the Notes). There will be no right of over-subscription. View More

Representations and Warranties of the Company. (a) The Company hereby represents and warrants to the Nominee that the Company has full power and authority to enter into and perform its obligations under this Agreement and that the execution and delivery of this Agreement by the Company has been duly authorized by the Board of Directors of the Company. This Agreement constitutes a valid and binding obligation of the Company and the performance of its terms will not constitute a violation of its articles of incorporation, charter or bylaws or ...any agreement or instrument to which the Company is a party; and (b) The Company hereby represents and warrants to the Nominee that there are no arrangements, agreements, or understandings concerning the subject matter of this Agreement between the Nominee and the Company other than as set forth in this Agreement. View More