Representations of the Company Clause Example with 5 Variations from Business Contracts
This page contains Representations 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 of the Company. The Company represents and warrants to the Stockholders that (a) the Company has the corporate power and authority to execute and deliver this Agreement and to bind it hereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent t...ransfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law) and (c) the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.View More
Variations of a "Representations of the Company" Clause from Business Contracts
Representations of the Company. The Company represents and warrants to as follows as of the Stockholders that date hereof: (a) the The Company has the corporate power and authority to execute execute, deliver and deliver carry out the terms and provisions of this Agreement and to bind it hereto, consummate the transactions contemplated hereby. (b) this This Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, Company and ...is enforceable against the Company in accordance with its terms (subject to terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other conveyance or similar laws affecting creditors' the rights generally of creditors and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) and principles. (c) the The execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with (i) any law, rule, regulation, order, judgment or decree decree, in each case that is applicable to the Company, or (ii) result in any breach or violation of of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of (A) any organizational document of the Company or (B) any agreement, contract, commitment, understanding or arrangement, in each case to which the Company is a party or by which it is bound and which is material to the Company's business or operations. 6 5. Representations of the Hale-Talanta Group. Each member of the Hale-Talanta Group severally, and not jointly, represents and warrants with respect to himself or itself as follows as of the date hereof: (a) Such member has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby. Such member, if an entity, has the corporate, limited partnership or limited liability company power and authority, as applicable, to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly authorized, executed, and delivered by such member, constitutes a valid and binding obligation and agreement of such member and is enforceable against such member in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the rights of creditors and subject to general equity principles. (c) The execution, delivery and performance of this Agreement by such member does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such member, or (ii) result in any breach or violation of, or constitute such a breach, violation default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, (A) any organizational document, if an entity, or (B) any agreement, contract, commitment, understanding or arrangement arrangement, in each case to which the Company such member is a party or by which it such member is bound. (d) As of the date hereof, the members of the Hale-Talanta Group, together with the Hale-Talanta Affiliates, beneficially owns, directly or indirectly, an aggregate of 1,330,204 shares of Common Stock. View More
Representations of the Company. The Company represents and warrants to the Stockholders Stockholder that (a) the Company has the corporate power and authority to execute and deliver this Agreement and to bind it hereto, Agreement, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, Company and is enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganiz...ation, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law) and (c) the execution, delivery and performance of this Agreement hereof by the Company does not and will not (i) violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company, Company or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration amendment or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound. 8 5. Representations of Stockholder. Stockholder represents and warrants to the Company that (a) Stockholder has the power and authority to execute and deliver this Agreement (and has the power and authority to execute and deliver this Agreement and to bind itself and the entities listed in Schedule A hereto), (b) this Agreement has been duly authorized, executed and delivered by Stockholder, constitutes a valid and binding obligation of Stockholder, and is enforceable against Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law), assuming the due authorization, execution and delivery of this Agreement by the Company, (c) the execution hereof by Stockholder does not and will not (i) materially violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Stockholder, or (ii) result in any material breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which Stockholder is a party or by which it is bound, (d) Stockholder, together with its controlled Affiliates (including the funds listed on Schedule A), holds cash shares and physically settled swaps on a total of approximately 12.7 million shares of Common Stock, in each case as set forth in Schedule A hereto, and does not beneficially own (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) or have economic exposure to any other shares of Common Stock, (e) Stockholder, or each entity set forth on Schedule A hereto, has voting power over the number of shares of Common Stock set forth opposite such entity's name on Schedule A hereto under the column "Voting Shares," (f) except as has been separately disclosed in writing to the Company or its legal counsel, no Stockholder is a party to any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities and (g) neither Stockholder nor any of its Affiliates or Associates has paid any compensation to, or is a party to any agreement, arrangement or understanding, whether written or oral, with, any of Messrs. Burdick or DeVeydt in connection with such person's service on the Board or any committee or subcommittee thereof. View More
Representations of the Company. The Company represents and warrants to as follows as of the Stockholders that date hereof: (a) the The Company has the corporate power and authority to execute execute, deliver and deliver carry out the terms and provisions of this Agreement and to bind it hereto, consummate the transactions contemplated hereby. 5 (b) this This Agreement has been duly and validly approved by the Board. This Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid... and binding obligation and agreement of the Company, Company and is enforceable against the Company in accordance with its terms (subject to terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other conveyance or similar laws affecting creditors' the rights generally of creditors and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) and principles. (c) the The execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with (i) any law, rule, regulation, order, judgment or decree decree, in each case that is applicable to the Company, or (ii) result in any breach or violation of of, or constitute a default (or an event which with notice or lapse of time or both could constitute such become a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, of (A) any organizational document, document of the Company or (B) any agreement, contract, commitment, understanding or arrangement arrangement, in each case to which the Company is a party or by which it is bound. bound and which is material to the Company's business or operations. View More
Representations of the Company. The Company represents and warrants to the Stockholders that as follows: (a) the Company has the corporate power and authority to execute execute, deliver and deliver carry out the terms and provisions of this Agreement Amendment and to bind it hereto, consummate the transactions contemplated hereby; (b) this Agreement Amendment has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, Company and is enfo...rceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law) terms; and (c) the execution, delivery and performance of this Agreement Amendment by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound. View More
Representations of the Company. The Company represents and warrants to the Stockholders that as follows: (a) the Company has the corporate power and authority to execute execute, deliver and deliver carry out the terms and provisions of this Agreement and to bind it hereto, consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, Company and is enforceable against the ...Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law) terms; and (c) the execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company, Company or (ii) result in any breach or violation of of, or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound. View More
