Representation and Warranty Contract Clauses (8,376)

Representation and Warranty. Each of the Borrower and each of the Guarantors hereby confirms, reaffirms, and restates the representations and warranties made by it in the Credit Agreement, as amended hereby, and confirms that all such representations and warranties are true and correct in all material respects as of the date hereof (except that any representation and warranty that is qualified as to "materiality" or "Material Adverse Change" 6 shall be true and correct in all respects). The Borrower and each Guarantor furth...er represent and warrant (which representations and warranties shall survive the execution and delivery of this Amendment) to the Lenders that: (a) The execution, delivery, and performance by each Credit Party of this Amendment and the consummation of the transactions contemplated hereby, (i) are within such Credit Party's governing powers, (ii) have been duly authorized by all necessary governing action, (iii) do not contravene (x) such Credit Party's Organizational Documents or (y) any law or any contractual restriction binding on or affecting such Credit Party, and (iv) will not result in or require the creation or imposition of any Lien prohibited by the Loan Documents; (b) No consent, order, authorization, or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required for the due execution, delivery, and performance by any Credit Party of this Amendment, or the consummation of the transactions contemplated hereby, except for those consents and approvals that have been obtained, made or waived on or prior to the date hereof and that are in full force and effect; (c) This Amendment has been duly executed and delivered by such Credit Party and is the legal, valid, and binding obligation of each Credit Party enforceable against such Credit Party in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer, or similar law affecting creditors' rights generally and by general principles of equity; and (d) No Default or Event of Default has occurred and is continuing or will result from the execution, delivery and performance of this Amendment. View More

Representation and Warranty. (a) Each Party hereby represents and warrants to the other Party as of the Effective Date that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated; (ii) it has the corporate power and authority and the legal right to enter into this Agreement free from any conflicting right owed to a Third Party and to perform its obligations hereunder; (iii) it has taken all necessary corporate action on its part to author...ize the execution and delivery of this Agreement and the performance of its obligations hereunder and that this Agreement has been duly executed and delivered on behalf of each Party, and constitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms; -20- (iv) all necessary consents, approvals and authorizations of all applicable competent authorities and other persons required to be obtained by such Party in order to execute this Agreement on behalf of such Party have been obtained; and (v) the execution and delivery of this Agreement and the performance of such Party's obligations do not constitute a default or require any consent under any other contractual obligation of such Party. (b) CONKWEST hereby represents and warrants to BANK that as of the Effective Date: (i) CONKWEST owns and controls within the Field the CONKWEST Existing Rights, and has obtained all necessary assignments, licenses, and other rights in and to the CONKWEST Existing Rights necessary to provide to BANK the Biological Material and CONKWEST Know-How and grant the Licenses as described herein; (ii) CONKWEST has the sole and exclusive right to grant to BANK the Licenses, Option, and Transfer set out in this Agreement; and (iii) CONKWEST has not previously entered into any agreement, whether written or oral, with respect to the CONKWEST Existing Rights which conflicts with the rights granted to BANK hereunder and will not enter into any such agreement during the Term of this Agreement. (c) BANK hereby represents and warrants to CONKWEST that: (i) BANK will not attend any meetings with regulatory agencies that relate to the CONKWEST Existing Rights unless it is accompanied by a representative of CONKWEST or CONKWEST agrees in writing that BANK may attend such meetings in the absence of CONKWEST; -21- (ii) BANK shall not, and shall not collude with, authorize or assist any Third Party to, use any of the CONKWEST Existing Rights or any of the BANK Modifications outside of the Field; (iii) BANK shall not, and shall not collude with, authorize or assist any Third Party to, take any action to intentionally compete, directly or indirectly, with CONKWEST outside of the Field; and (iv) BANK shall not, and shall not collude with, authorize or assist any Third Party to, distort, misuse, diminish, infringe, dilute, contest or challenge CONKWEST's rights in and to, ownership of, and registrations or applications for registration of, CONKWEST's Existing Rights or the BANK Modifications. View More

Representation and Warranty. Seller and Triple C Transport, jointly and severally, represent and warrant as follows and acknowledge that Deep South is relying upon such representations and warranties in connection with the purchase by Deep South of the Shares: (a) Triple C Transport is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nebraska; (b) The authorized capital stock of Triple C Transport consists of 100 shares of common stock of which all 100 shares of common st...ock have been duly issued and are outstanding, all of which are fully paid and non‐assessable; (c) No person, corporation or other entity has any agreement, option or warrant, or any right or privilege (whether by law, pre‐emptive or contractual, or whether by means of any exercise, conversion or other right or action) which has the effect of or is capable of becoming an agreement, option or warrant, for the purchase from Triple C transport of any securities of Triple C Transport; B-1 (d) All of the Shares are owned by Seller as the respective registered and beneficial owner of record, with good and marketable title thereto, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances, restrictions and demands whatsoever (other than restrictions imposed by federal or state securities laws); (e) Seller has all requisite power and authority to execute, deliver and perform their obligations under this Agreement; the execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary action on the part of Seller and this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms; (f) Annexed hereto as Exhibit 1.0 and Exhibit 1.1 are the unaudited balance sheet and supporting schedules detail of Triple C Transport as of December 31, 2011 and Year to Date through July 2012. Deep South has reviewed same, asked questions of Seller regarding same, and has received answers to all its questions. Since December 31, 2011, there has been no material change in any of the significant accounting policies, practices or procedures of Triple C Transport in connection with its business. (g) Neither the Seller nor Triple C Transport has incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or financial advisory services or other similar payment in connection with this Agreement or the transactions contemplated hereby or thereby. 2.2 By Deep South. Deep South represents and warrants as follows and acknowledges that Seller is relying upon such representations and warranties in connection with the sale by Seller of the Shares: (a) Deep South is a company validly existing and in good standing under the laws of the Louisiana; (b) Deep South has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement by Deep South has been duly authorized by all necessary action on the part of Deep South; and this Agreement constitutes the legal, valid and binding obligation of Deep South, enforceable against Deep South in accordance with its terms, except as enforceability may be limited by applicable bankruptcy or insolvency statutes or by a court acting as a court of equity; B-2 (c) Deep South is not a party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, instrument or charter provision, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by, or under which any default would occur as a result of, the consummation of the transactions provided for herein; and (d) Deep South is purchasing the Shares for its own account for investment purposes. View More

Representation and Warranty. Each party represents and warrants to the other parties that (i) this Agreement has been duly authorized, executed and delivered by such party and (ii) this Agreement constitutes a valid and binding agreement of such party, enforceable against such party in accordance with its terms, subject to the Bankruptcy and Equity Exceptions (as defined in the Merger Agreement). Signature Page to the Agreement re Employment Agreement Termination 3. Further Assurances. From time to time, at any other party'...s request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement. View More

Representation and Warranty. Borrowers represent and warrant to Agent and Lenders that: (a) All warranties and representations made to Agent and Lenders under the Loan Agreement and the Credit Documents are true and correct in all material respects. (b) The execution and delivery by Borrowers of this Amendment and the performance by Borrowers of the transactions herein and therein contemplated (i) are and will be within Borrowers' powers, (ii) have been authorized by all necessary organizational action, and (iii) do not and... will not violate any provisions of any law, rule, regulation, judgment, order, writ, decree, determination or award or breach any provisions of the charter, bylaws or other organizational documents of Borrowers, or constitute a default or result in the creation or imposition of any security interest in, or lien or encumbrance upon, any assets of any Borrower (immediately or with the passage of time or with the giving of notice and passage of time, or both) under any other contract, agreement, indenture or instrument to which any Borrower is a party or by which any Borrower or its property is bound with failure to comply resulting in a material adverse change in the business, operations, property (including the Collateral) or financial condition of Borrowers. (c) This Amendment and any assignment, instrument, document, or agreement executed and delivered in connection herewith will be valid, binding and enforceable in accordance with its respective terms. (d) No Event of Default or Default has occurred under the Loan Agreement or any of the other Credit Documents. View More

Representation and Warranty. Borrower hereby affirms to Agent, for the benefit of the Lender Group, that, giving effect to this Amendment, all of its representations and warranties set forth in the Agreement are true, complete and accurate in all material respects as of the date hereof (except those which specifically relate to an earlier date).

Representation and Warranty. The Company hereby represents and warrants, to and for the benefit of the Warrantholder, as follows: 13.1 Company Duly Organized. Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada and has all necessary power and authority to perform its obligations under this Warrant; 13.2 Warrant Duly Authorized. The execution, delivery and performance of this Warrant has been duly authorized by all necessary actions on the part of Company and c...onstitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; 13.3 No Conflicts. This Warrant does not violate and is not in conflict with any of the provisions of the Company's Articles of Incorporation or Bylaws; and 13.4 Issuance of Shares. The Company covenants that all Shares that may be issued upon the exercise of rights represented by this Warrant, upon exercise of the rights represented by this Warrant and payment of the Exercise Price, all as set forth herein, will be duly authorized, validly issued, fully paid and nonassessable and free from all liens and charges in respect of the issue thereof. The Company agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for securities of the Company upon the exercise of this Warrant. View More

Representation and Warranty. The Credit Parties hereby represent and warrant to each Agent and each Lender as follows: (a) each Credit Party is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) each Credit Party has the power and authority to execute, deliver and perform its obligations under this Amendment; (c) the execution, delivery and performance by the Credit Parties of this Amendment has been duly a...uthorized by all necessary action and does not and will not require any registration with, consent or approval of, notice to or action by, any Person (including any Governmental Authority); (d) this Amendment constitutes the legal, valid and binding obligation of the Credit Parties, enforceable against each Credit Party in accordance with its terms; (e) immediately before and after giving effect to this Amendment, no Default or Event of Default exists or shall exist; (f) all representations and warranties contained in the Credit Agreement are true and correct as of the date hereof, except to the extent made as of a specific date, in which case each such representation and warranty is true and correct as of such date; and (g) by its signature below, each Credit Party agrees that it shall constitute an Event of Default if any representation or warranty made herein is untrue or incorrect in as of the date when made or deemed made. View More

Representation and Warranty. Limited Warranty. IRTH represents and warrants to Company that (a) IRTH has full power to enter into this Agreement and to perform its obligations hereunder, and (b) IRTH has not made and will not make any commitments or agreements inconsistent with this Agreement. 3.2. EXCLUSIVE WARRANTY. THE EXPRESS WARRANTIES SET FORTH IN SECTION 4.1 CONSTITUTE THE ONLY WARRANTIES MADE BY IRTH WITH RESPECTTO THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY DELIVERABLES). IRTH MAKES NO OTHER REPRESENTATION OR ...WARRANTY OR CONDITION OF ANY KIND WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY DELIVERABLES). IRTH EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IRTH DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY DELIVERABLES) IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE, OR THAT THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY DELIVERABLES) WILL BE ERROR-FREE (EXCEPT FOR ANY ERROR THAT RESULTS FROM IRTH'S BAD FAITH, WILLFUL NEGLIGENCE OR UNTRUE STATEMENT NOT MADE IN RELIANCE UPON AND IN CONFORMITY WITH INFORMATION PROVIDED TO IRTH BY COMPANY), AND IRTH HEREBY DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT THEREOF. THERE IS ALSO NO IMPLIED WARRANTY OF NON-INFRINGEMENT; THE SOLE REMEDY FOR INFRINGEMENT IS PROVIDED IN SECTION 5. This Section 4.2 shall be enforceable to the maximum extent allowed by applicable law. View More

Representation and Warranty. The Debtor represents and warrants as follows: (a) (i) the Debtor's exact legal name is that indicated on the signature page, (ii) the Debtor is a Colorado corporation, and (iii) the Debtor's place of business (or, if more than one, its chief executive office), and its mailing address are as set forth on the signature page. (b) None of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federa...l, state or local statute or rule in respect of the Collateral. 5 (c) The Debtor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. (d) At the time the Collateral becomes subject to the lien and security interest created by this Agreement, the Debtor will be the sole, direct, legal and beneficial owner thereof, free and clear of any lien, security interest, option, adverse claim, setoff, default, defense, condition precedent or other encumbrance except for the security interest created by this Agreement and liens securing Superior Indebtedness. (e) The pledge of the Collateral pursuant to this Agreement creates a valid and perfected security interest in the Collateral, securing the payment and performance when due of the Secured Obligations. (f) It has full power, authority and legal right to borrow the Loans and pledge the Collateral pursuant to this Agreement. (g) Each of this Agreement and the Note has been duly authorized, executed and delivered by the Debtor and constitutes a legal, valid and binding obligation of the Debtor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law). (h) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the borrowing of the Loans and the pledge by the Debtor of the Collateral pursuant to this Agreement or for the execution and delivery of the Note and this Agreement by the Debtor or the performance by the Debtor of its obligations thereunder. (i) The execution and delivery of the Note and this Agreement by the Debtor and the performance by the Debtor of its obligations under the Note and this Agreement will not violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Debtor or any of its property, or the organizational or governing documents of the Debtor or any agreement or instrument to which the Debtor is party or by which it or its property is bound. View More