Representations Warranties and Covenants Contract Clauses (772)
Grouped Into 23 Collections of Similar Clauses From Business Contracts
This page contains Representations Warranties and Covenants clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Representations Warranties and Covenants. (a) The Company represents, warrants and covenants to the Advisor that all Information it makes available to the Advisor by or on behalf of the Company in connection with the performance of its obligations hereunder will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading as of the date thereof and as of the consummation of the Business Combination.... (b) The Advisor represents, warrants and covenants to the Company that it is not prohibited from entering into this Agreement by any other contract, agreement, law or order.View More
Representations Warranties and Covenants. (a) The Company represents, warrants and covenants to the each Advisor that all Information it makes available to the any Advisor by or on behalf of the Company in connection with the performance of its obligations hereunder will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading as of the date thereof and as of the consummation of the Business Co...mbination. (b) The Each Advisor represents, warrants and covenants to the Company that it (i) is not prohibited from entering into this Agreement by any other contract, agreement, law or order. order; (ii) will use personnel of required skill, experience and qualifications to perform the Services; and (iii) will provide written and oral updates as to the performance of the Services as requested by the Company. View More
Representations Warranties and Covenants. (a) The Company represents, warrants and covenants to the each Advisor that all Information it makes available to the any Advisor by or on behalf of the Company in connection with the performance of its obligations hereunder will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading as of the date thereof and as of the consummation of the Business Co...mbination. 2 (b) The Each Advisor represents, warrants and covenants to the Company that it (i) is not prohibited from entering into this Agreement by any other contract, agreement, law or order. order; (ii) will use personnel of required skill, experience and qualifications to perform the Services; and (iii) will provide written and oral updates as to the performance of the Services as requested by the Company. View More
Representations Warranties and Covenants. (a) The Company represents, warrants and covenants to the Advisor that all Information it makes available to the Advisor by or on behalf of the Company in connection with the performance of its obligations hereunder will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading as of the date thereof and as of the consummation of the Business Combination.... (b) The Advisor represents, warrants and covenants to the Company that it is not prohibited from entering into this Agreement by any other contract, agreement, law or order.View More
Representations Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms. (b) The shares o...f Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity, except for filings required under California securities law. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in Section 3.1 of that certain Amended and Restated Investor Rights Agreement between the Company and the signatories thereto, dated as of August 9, 2007, as amended from time to time (the "Rights Agreement") regardless of any minimum share ownership thresholds set forth in Section 3.1 of the then-current Rights Agreement (or the successor provision, if the section reference has been changed). 5 (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 33,000,000 shares of Common Stock, of which 11,166,001 shares are issued and outstanding and 271,221 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 7,496,660 shares of Series A Preferred Stock, of which 7,161,530 are issued and outstanding shares, and (iii) 9,271,221 shares of Series B Preferred Stock, of which 8,856,408 are issued and outstanding shares. Attached hereto as Exhibit B is a capitalization table summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.View More
Representations Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: Zoosk, Inc. Warrant 5. (a) The Company has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its ...terms. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been or will be duly authorized and reserved for issuance by the Company when exercisable and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity, except for entity other than (1) the notice filings required by Rule 503 under the 1933 Act, and Section 25102.1 of the California securities law. Corporate Securities Law of 1968, as amended, and (2) the Company consents requirements with respect to the amendment of the Rights Agreement contemplated in Section 15 below. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in Section 3.1 of the Loan Agreement, provided that certain Amended and Restated Investor Rights Agreement between the Company and the signatories thereto, dated as of August 9, 2007, as amended from time to time (the "Rights Agreement") regardless of any minimum share ownership thresholds rights set forth in this Section 3.1 14(d) shall terminate and be of no further force or effect upon (1) the consummation of the then-current Rights Agreement (or the successor provision, if the section reference has been changed). 5 (e) As sale of the date hereof, Company's securities pursuant to a registration statement filed by the authorized Company under the 1933 Act in connection with the firm commitment underwritten offering of its securities to the general public or (2) subject to the survival of this Warrant pursuant to Section 7, the consummation of a merger or consolidation of the Company that is effected (i) for independent business reasons unrelated to extinguishing such rights and (ii) for purposes other than (A) the reincorporation of the Company in a different state or (B) the formation of a holding company that will be owned exclusively by the Company's stockholders and will hold all of the outstanding shares of capital stock of the Company consists Company's successor. (e) So long as this Warrant has not terminated, Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive under the Stock Purchase Agreement applicable to the Preferred Stock if Holder were a holder of (i) 33,000,000 that number of shares of Common Stock, of which 11,166,001 shares are issued and outstanding and 271,221 shares are reserved for issuance issuable upon the full exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 7,496,660 shares of Series A Preferred Stock, of which 7,161,530 are issued and outstanding shares, and (iii) 9,271,221 shares of Series B Preferred Stock, of which 8,856,408 are issued and outstanding shares. Warrant. (f) Attached hereto as Exhibit B is a capitalization table summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder Holder, upon request, with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock. View More
Representations Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms. (b) The shares o...f Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity, except for filings required under California securities law. entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in Section 3.1 of that certain Amended and Restated Investor Rights Agreement between the Company and the signatories thereto, dated as of August 9, 2007, as amended from time to time (the "Rights Agreement") regardless of any minimum share ownership thresholds set forth in Section 3.1 of the then-current Rights Agreement (or the successor provision, if the section reference has been changed). 5 (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 33,000,000 shares of Common Stock, of which 11,166,001 shares are issued and outstanding and 271,221 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the 4. Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 7,496,660 shares of Series A Preferred Stock, all of which 7,161,530 are issued and outstanding shares, and outstanding; (iii) 9,271,221 shares of Series B Preferred Stock, of which 8,856,408 are issued and outstanding shares. Attached hereto as Exhibit B is a capitalization table summarizing the capitalization shares; (iv) shares of the Company. At the request Series C Preferred Stock, all of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number which are issued and outstanding; (v) shares of Series C-1 Preferred Stock, of which are issued and outstanding shares; (vi) shares of Series D Preferred Stock, all of which are issued and outstanding; and (vii) shares of Series E Preferred Stock, of which are issued and outstanding shares and shares are reserved for issuance upon the exercise of common stock and preferred stock. this Warrant. View More
Representations Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: 4 (a) The Company has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms. (b) The shares... of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company's Articles Certificate or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity, except for other than filings required pursuant to Regulation D promulgated under California securities law. the 1933 Act. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, outstanding (but in no event after a Public Offering), the Company will provide to the Holder the financial and other information described in Section 3.1 of that certain Amended and Restated Investor Rights Agreement between the Company and the signatories thereto, dated as of August 9, 2007, as amended from time to time (the "Rights Agreement") regardless of any minimum share ownership thresholds set forth in Section 3.1 of the then-current Rights Agreement (or the successor provision, if the section reference has been changed). 5 Loan Agreement. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 33,000,000 115,000,000 shares of Common Stock, of which 11,166,001 8,831,480 shares are issued and outstanding and 271,221 963,856 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 7,496,660 2,500,000 shares of Series A Seed Convertible Preferred Stock, all of which 7,161,530 are issued and outstanding shares, (iii) 9,307,692 shares of Series A Convertible Preferred Stock, all of which are issued and (iii) 9,271,221 outstanding shares, (iv) 4,077,500 shares of Series B Convertible Preferred Stock, 4,062,500 of which are issued and outstanding shares, (v) 5,000,000 shares of Series B-1 Preferred Stock, all of which are issued and outstanding shares; (vi) 33,310,787 shares of Series C Preferred Stock, of which 8,856,408 32,432,417 are issued and outstanding shares. shares; and (vii) 19,036,143 shares of Series D Preferred Stock, of which 18,072,287 are issued and outstanding shares, Attached hereto as Exhibit B is a capitalization table summarizing the capitalization of the Company. At the request of Holder, Upon request, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common Common Stock, Preferred Stock, and any other series of stock and preferred stock. outstanding, provided, however, that the Company shall not be considered in default of this Warrant unless the Holder has not received such capitalization table within ten (10) days of such request. View More
Representations Warranties and Covenants. The Company represents, warrants and covenants to the Advisor that all Information it makes available to the Advisor by or on behalf of the Company in connection with the performance of its obligations hereunder will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading as of the date thereof and as of the consummation of the Business Combination. 2 ...5. Indemnity. The Company shall indemnify the Advisor and its affiliates and directors, officers, employees, shareholders, representatives and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference. Notwithstanding the foregoing and Annex 1, the Advisor agrees, if there is no Closing, (i) that it does not have any right, title, interest or claim of any kind in or to any monies in the Company's trust account ("Trust Account") established in connection with the IPO with respect to the Fee (each, a "Claim"); (ii) to waive any Claim it may have in the future as a result of, or arising out of, any services provided to the Company hereunder; and (iii) to not seek recourse against the Trust Account with respect to the Fee.View More
Representations Warranties and Covenants. The Company represents, warrants and covenants to the Advisor that all Information it makes available to the Advisor by or on behalf of the Company in connection with the performance of its obligations hereunder hereunder, as a whole, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading as of the date thereof and as of the consummation of the B...usiness Combination. 2 3 5. Indemnity. The Company shall indemnify the Advisor and its affiliates and its and their respective directors, officers, employees, shareholders, stockholders, representatives and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference. Notwithstanding the foregoing and Annex 1, I, the Advisor agrees, if there is no Closing, (i) that it does not have any right, title, interest or claim of any kind in or to any monies in the Company's trust account ("Trust Account") established in connection with the IPO with respect to the Fee foregoing indemnity (each, a "Claim"); (ii) to waive any Claim it may have in the future as a result of, or arising out of, any services provided to the Company hereunder; future; and (iii) to not seek recourse against the Trust Account with respect to the Fee. any Claim. View More
Representations Warranties and Covenants. (a) The Company represents, warrants and covenants to the each Advisor that all Information it makes available to the such Advisor by or on behalf of the Company in connection with the performance of its obligations hereunder will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading as of the date thereof and as of the consummation of the Business C...ombination. (b) Each Advisor represents, warrants and covenants to the Company that it (i) is not prohibited from entering into this Agreement by any other contract, agreement, law or order; (ii) will use personnel of required skill, experience and qualifications to perform the Services; and (iii) will provide written and oral updates as to the performance of the Services as requested by the Company. 2 5. Indemnity. (a) The Company shall indemnify the each Advisor and its respective affiliates and directors, officers, employees, shareholders, representatives and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference. (b) Notwithstanding the foregoing and Annex 1, the each Advisor agrees, if there is no Closing, (i) that it does not have any right, title, interest or claim of any kind in or to any monies in the Company's trust account ("Trust Account") established in connection with the IPO with respect to the Fee or any expenses provided for hereunder (each, a "Claim"); (ii) to waive any Claim it may have in the future as a result of, or arising out of, any services Services provided to the Company hereunder; and (iii) to not seek recourse against the Trust Account with respect to the Fee. Fee or any expenses provided for hereunder. View More
Representations Warranties and Covenants. The Company represents, warrants and covenants to the Advisor Advisors that all Information it makes available to the Advisor Advisors by or on behalf of the Company in connection with the performance of its obligations hereunder will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading as of the date thereof and as of the consummation of the Busine...ss Combination. 2 5. Indemnity. The Company shall indemnify the Advisor Advisors and its their affiliates and their respective directors, officers, employees, shareholders, representatives and agents in accordance with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference. Notwithstanding the foregoing and Annex 1, I, each of the Advisor agrees, Advisors agree, if there is no Closing, (i) that it does not have any right, title, interest or claim of any kind in or to any monies in the Company's trust account ("Trust Account") established in connection with the IPO ("Trust Account") with respect to the Fee this Agreement (each, a "Claim"); (ii) to waive any Claim it may have in the future as a result of, or arising out of, any services provided to the Company hereunder; and (iii) to not seek recourse against the Trust Account with respect to the Fee. View More
Representations Warranties and Covenants. Obligors acknowledge and agree that each of the representations, warranties, waivers, and covenants made by or on behalf of any Obligor to the Agent or Lenders or undertaken by any Obligor to the Agent or Lenders Bank in the Forbearance Agreement are hereby restated, ratified and affirmed as of the date of this Agreement as if fully and completely restated herein.
Representations Warranties and Covenants. Obligors acknowledge and agree that each of the representations, warranties, waivers, warranties and covenants made by or on behalf of any Obligor to the Agent or Lenders Bank or undertaken by any Obligor to the Agent or Lenders Bank in the Forbearance Agreement are hereby restated, ratified and affirmed as of the date of this Agreement as if fully and completely restated herein.
Representations Warranties and Covenants. The Company represents, warrants, and covenants that (a) it is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation, (b) the making and consummation of the Rights Offering and the execution, delivery, and performance of all transactions contemplated thereby (including without limitation this Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under the certificat...e of incorporation or bylaws of the Company or any indenture, agreement, or instrument to which either is a party or is bound, (c) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, binding obligation of the Company, enforceable against the Company in accordance with its terms, (d) the Rights Offering will comply in all material respects with all material applicable requirements of law, and (e) to the best of its knowledge, there is no litigation pending as of the date hereof in connection with the Rights Offering.View More
Representations Warranties and Covenants. The Company represents, warrants, warrants and covenants that that: (a) it is duly incorporated, validly existing, existing and in good standing under the laws of its jurisdiction of incorporation, incorporation; (b) the making and consummation of the Rights Offering and the execution, delivery, delivery and performance of all transactions contemplated thereby (including without limitation this Agreement) have been duly authorized by all necessary corporate action and will not result in a breach... of or constitute a default under the certificate of incorporation or bylaws of the Company or any indenture, agreement, agreement or instrument to which either it is a party or is bound, bound; (c) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, binding and enforceable obligation of the Company, enforceable against the Company in accordance with its terms, it; (d) the Rights Offering will comply in all material respects with all material applicable requirements of law, law; and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection with the Rights Offering. View More
Representations Warranties and Covenants. The Company represents, warrants, warrants and covenants that that: (a) it is duly incorporated, validly existing, existing and in good standing under the laws of its jurisdiction of incorporation, incorporation; (b) the making and consummation of the Rights Offering and the execution, delivery, delivery and performance of all transactions contemplated thereby (including without limitation this Agreement) have been duly authorized by all necessary corporate action and will not result in a materi...al breach of or constitute a default under the certificate of incorporation or bylaws of the Company or any indenture, agreement, agreement or instrument to which either it is a party or is bound, bound; (c) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, binding and enforceable obligation of the Company, enforceable against the Company in accordance with its terms, it; (d) the Rights Offering will comply in all material respects with all material applicable requirements of law, law; and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection with the Rights Offering. View More
Representations Warranties and Covenants. The Company represents, warrants, warrants and covenants that that: (a) it is duly incorporated, validly existing, existing and in good standing under the laws of its jurisdiction of incorporation, incorporation; (b) the making and consummation of the Rights Offering and the execution, delivery, delivery and performance of all transactions contemplated thereby (including without limitation this Agreement) have been duly authorized by all necessary corporate action and will not result in a breach... of or constitute a default under the certificate of incorporation or bylaws of the Company or any indenture, agreement, agreement or instrument to which either it is a party or is bound, bound; (c) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, binding and enforceable obligation of the Company, enforceable against the Company in accordance with its terms, it; (d) the Rights Offering will comply in all material respects with all material applicable requirements of law, law; and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection with the Rights Offering. View More
Representations Warranties and Covenants. Ecosphere represents, warrants and covenants to Lender that: (a) Ecosphere has good and sufficient title to the Collateral, the FNES Interest and the EM Interest, free and clear of all security interests, liens, encumbrances and claims whatsoever, other than those created under (i) the Securities Purchase Agreement dated as of the date hereof, (ii) this Agreement, (iii) the Securities Purchase Agreement dated May 8, 2015, (iv) the Securities Purchase Agreement dated March 19, 2015 and (v) the Se...curities Purchase Agreement dated September 12, 2014, as amended February 9, 2015 ((iii)-(v), the "Prior SPAs") and (vi) the Prior Security Agreements. (b) No financing statement, notice of lien, security agreement or any other agreement or instrument creating or giving notice of an encumbrance or charge against any of the Collateral, the FNES Interest and the EM Interest is in existence or on file in any public office, except those in favor of Lender. (c) Ecosphere will at all times hereafter keep the Collateral, the FNES Interest and the EM Interest free of all security interests, liens and claims whatsoever, except the security interests, liens and claims in favor of Lender. (d) Ecosphere (i) will, from time to time, on request of Lender, execute such financing statements, statements of assignment, notices and other documents and pay the costs of filing or recording the same in all public offices deemed necessary by Lender and do such other acts as Lender may request to establish and maintain a valid security interest in the Collateral, the FNES Interest and the EM Interest and (ii) authorizes Lender at Ecosphere's expense to file any financing statements, or any notices or assignments with the Patent and Trademark Office, relating to the Collateral (without Ecosphere's signature thereon) which Lender deems appropriate and Ecosphere irrevocably appoints Lender as Ecosphere's attorney-in-fact to execute any such financing statements and notices or assignments in Ecosphere's name and to perform all other acts which Lender deems appropriate to perfect and to continue perfection of the security interest created herein. 3 (e) Ecosphere will account fully and faithfully for and promptly pay or turn over to Lender proceeds in whatever form received in disposition in any manner of any of the Collateral, the FNES Interest and the EM Interest as provided herein. (f) All information now or hereafter furnished by Ecosphere to Lender relating in any way to the Collateral, the FNES Interest or the EM Interest is and will be true and correct in all material respects as of the date furnished. (g) The FNES Interest and the EM Interest are not represented by a certificate and are "uncertificated securities" under the Uniform Commercial Code as in effect in Delaware. Ecosphere will, if the FNES Interest or the EM Interest are represented by a certificate, promptly deliver possession of such certificate to Lender.View More
Representations Warranties and Covenants. Ecosphere represents, warrants and covenants to Lender that: (a) Ecosphere has good and sufficient title to the Collateral, Collateral and the FNES Interest and the EM Interest, free and clear of all security interests, liens, encumbrances and claims whatsoever, other than those created under (i) the Securities Purchase Agreement dated as of the date hereof, (ii) and this Agreement, (iii) the Securities Purchase Agreement dated May 8, 2015, (iv) the Securities Purchase Agreement dated March 19, ...2015 and (v) the Securities Purchase Agreement dated September 12, 2014, as amended February 9, 2015 ((iii)-(v), the "Prior SPAs") and (vi) the Prior Security Agreements. Agreement. (b) No financing statement, notice of lien, security agreement or any other agreement or instrument creating or giving notice of an encumbrance or charge against any of the Collateral, Collateral or the FNES Interest and the EM Interest is in existence or on file in any public office, except those in favor of Lender. (c) Ecosphere will at all times hereafter keep the Collateral, Collateral and the FNES Interest and the EM Interest free of all security interests, liens and claims whatsoever, except the security interests, liens and claims in favor of Lender. (d) Ecosphere (i) will, from time to time, on request of Lender, execute such financing statements, statements of assignment, notices and other documents and pay the costs of filing or recording the same in all public offices deemed necessary by Lender and do such other acts as Lender may request to establish and maintain a valid security interest in the Collateral, Collateral and the FNES Interest and the EM Interest and (ii) authorizes Lender at Ecosphere's expense to file any financing statements, or any notices or assignments with the Patent and Trademark Office, relating to the Collateral (without Ecosphere's signature thereon) which Lender deems appropriate and Ecosphere irrevocably appoints Lender as Ecosphere's attorney-in-fact to execute any such financing statements and notices or assignments in Ecosphere's name and to perform all other acts which Lender deems appropriate to perfect and to continue perfection of the security interest created herein. 3 Interest. 2 (e) Ecosphere will account fully and faithfully for and promptly pay or turn over to Lender proceeds in whatever form received in disposition in any manner of any of the Collateral, Collateral or the FNES Interest and the EM Interest as provided herein. (f) All information now or hereafter furnished by Ecosphere to Lender relating in any way to the Collateral, Collateral or the FNES Interest or the EM Interest is and will be true and correct in all material respects as of the date furnished. (g) The FNES Interest and the EM Interest are not represented by a certificate and are "uncertificated securities" under the Uniform Commercial Code as in effect in Delaware. Ecosphere will, if the FNES Interest or the EM Interest are represented by a certificate, promptly deliver possession of such certificate to Lender.View More
Representations Warranties and Covenants. Each Borrower and Guarantor hereby represents and warrants to the Lenders for itself and each of the other Loan Parties the following (which shall survive the execution and delivery of this Amendment No. 3), the truth and accuracy of which representations and warranties are a continuing condition of the making of Revolving Loans and providing Letters of Credit to Borrowers: (a) as to each Loan Party, each Loan Party has the power and authority to execute, deliver and perform this Amendment No. 3..., has taken all necessary action (including obtaining approval of its stockholders or members if necessary) to authorize the execution, delivery, and performance of this Amendment No. 3; (b) as to each Loan Party, this Amendment No. 3 has been duly executed and delivered by such Loan Party, and constitute the legal, valid, and binding obligations of such Loan Party, enforceable against it in accordance with its terms without defense, set-off, or counterclaim, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws at the time in effect affecting the rights of creditors generally and to the effect of general principles of equity whether applied by a court of law or equity; (c) as to each Loan Party, the execution, delivery and performance by such Loan Party of this Amendment No. 3 does not and will not conflict with, or constitute a violation or breach of, or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any Loan Party by reason of the terms of (a) any material contract, mortgage, Lien, lease, agreement, indenture, document, or instrument to which such Loan Party is a party or which is binding upon it, (b) any Requirement of Law applicable to such Loan Party, or (c) the certificate or articles of incorporation, by laws, or other organizational or constituent documents, as the case may be, of such Loan Party. (d) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with this Amendment No. 3, except for those which have been duly obtained by the Loan Parties; 3 (e) the representations and warranties of the Loan Parties contained in the Loan Agreement and the other Loan Documents (after giving effect to Amendment No. 3) that are qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects on the Amendment No. 3 Effective Date, except to the extent such representations or warranties specifically relate to an earlier date, in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified, shall be true and correct in all material respects on and as of such earlier date; and (f) no event exists, or would exist immediately after giving effect to this Amendment No. 3, which constitutes a Default or an Event of Default.View More
Representations Warranties and Covenants. Each Borrower and Guarantor hereby represents and warrants to the Lenders for itself and each of the other Loan Parties the following (which shall survive the execution and delivery of this Amendment No. 3), 5), the truth and accuracy of which representations and warranties are a continuing condition of the making of Revolving Loans and providing Letters of Credit to Borrowers: (a) as to each Loan Party, each Loan Party has the power and authority to execute, deliver and perform this Amendment N...o. 3, 5, has taken all necessary action (including obtaining approval of its stockholders or members if necessary) to authorize the execution, delivery, and performance of this Amendment No. 3; 5; (b) as to each Loan Party, this Amendment No. 3 5 has been duly executed and delivered by such Loan Party, and constitute the legal, valid, and binding obligations of such Loan Party, enforceable against it in accordance with its terms without defense, set-off, or counterclaim, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws at the time in effect affecting the rights of creditors generally and to the effect of general principles of equity whether applied by a court of law or equity; (c) as to each Loan Party, the execution, delivery and performance by such Loan Party of this Amendment No. 3 No.5 does not and will not conflict with, or constitute a violation or breach of, or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any Loan Party by reason of the terms of (a) any material contract, mortgage, Lien, lease, agreement, indenture, document, or instrument to which such Loan Party is a party or which is binding upon it, (b) any Requirement of Law applicable to such Loan Party, or (c) the certificate or articles of incorporation, by laws, or other organizational or constituent documents, as the case may be, of such Loan Party. 3 (d) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with this Amendment No. 3, 5, except for those which have been duly obtained by the Loan Parties; 3 (e) the representations and warranties of the Loan Parties contained in the Loan Agreement and the other Loan Documents (after giving effect to Amendment No. 3) 5) that are qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified shall be true and correct in all material respects on the Amendment No. 3 5 Effective Date, except to the extent such representations or warranties specifically relate to an earlier date, in which case such representations and warranties qualified as to materiality or Material Adverse Effect shall be true and correct, and the representations that are not so qualified, shall be true and correct in all material respects on and as of such earlier date; and (f) no event exists, or would exist immediately after giving effect to this Amendment No. 3, 5, which constitutes a Default or an Event of Default. View More
Representations Warranties and Covenants. I hereby represent, warrant and covenant that: (a) I am not aware of any material nonpublic information concerning the Company or its securities. I am entering into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the United States federal securities laws. (b) Once vested, the Shares to be sold under this Sales Plan will be owned free and clear by me and are not subject to any liens, security interests or other encumbrances or limitations on disposition ...other than those imposed by Rule 144 under the Securities Act of 1933, as amended. (c) If I am an executive officer or director of the Company, I acknowledge that any filings required under Section 16 of the Exchange Act are my sole responsibility. (d) I am aware that in order for this Sales Plan to constitute a plan pursuant to Rule 10b5-1(c) of the Exchange Act, I must not enter into or alter a corresponding or hedging transaction with respect to the Shares. (e) I will not directly or indirectly communicate any information relating to the Company or the Company's securities to any employee of the Broker (defined below) or its affiliates who is directly or indirectly involved in executing this Sales Plan at any time while this Sales Plan is in effect.View More
Representations Warranties and Covenants. I hereby represent, warrant and covenant that: (a) a. I am not aware of any material nonpublic information concerning the Company or its securities. I am entering into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the United States federal securities laws. (b) b. Once vested, the Shares to be sold under this Sales Plan will shall be owned free and clear by me and are not subject to any liens, security interests or other encumbrances or limitations on ...disposition other than those imposed by Rule 144 under the Securities Act of 1933, as amended. (c) c. If I am an executive officer or director of the Company, I acknowledge that any filings required under Section 16 of the Exchange Act are my sole responsibility. (d) d. I am aware that in order for this Sales Plan to constitute a plan pursuant to Rule 10b5-1(c) of the Exchange Act, I must not enter into or alter a corresponding or hedging transaction with respect to the Shares. (e) I will not directly or indirectly communicate any information relating to the Company or the Company's securities to any employee of the Broker (defined below) or its affiliates who is directly or indirectly involved in executing this Sales Plan at any time while this Sales Plan is in effect.View More
Representations Warranties and Covenants. Borrower hereby represents and warrants to and covenants and agrees with Administrative Agent and Lenders that: (a) The representations and warranties set forth in the Loan Papers (except to the extent (i) that the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Credit Agreement) are true and correct in all material respects as of the date hereof and... with the same effect as though made on and as of the date hereof. (b) No Default or Potential Default now exists, or would exist as a result of this Amendment. (c) (i) The execution, delivery and performance by Borrower of this Amendment is within its organizational powers and have been duly authorized by all necessary action (corporate or otherwise) on the part of Borrower, (ii) this Amendment is the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and general principles of equity, and (iii) neither this Amendment nor the execution, delivery and performance by Borrower hereof: (A) violate any provision of Borrower's charter or bylaws, (B) violate any Material Agreements to which it is a party, other than violations which would not cause a Material Adverse Event, (C) do not result in the creation or imposition of any Lien (other than the Lender Liens) on any of its assets, or (D) violate any provision of Law or order of any Tribunal applicable to it, other than violations that individually or collectively are not a Material Adverse Event.View More
Representations Warranties and Covenants. Borrower hereby represents and warrants to and covenants and agrees with Administrative Agent and Lenders that: (a) The representations and warranties set forth in the Loan Papers (except to the extent (i) that the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Credit Agreement) are true and correct in all material respects as of the date hereof and... with the same effect as though made on and as of the date hereof. (b) No Default or Potential Default now exists, exists or would exist as a result of this Amendment. exist. (c) (i) The execution, delivery and performance by Borrower of this Amendment is within its organizational powers and have been duly authorized by all necessary action (corporate or otherwise) on the part of Borrower, (ii) this Amendment is the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and general principles of equity, and (iii) neither this Amendment nor the execution, delivery and performance by Borrower hereof: (A) violate any provision contravenes the terms of Borrower's charter organization documents, (B) conflicts with or bylaws, (B) violate results in any Material Agreements to which it is a party, other than violations which would not cause a Material Adverse Event, (C) do not result in breach or contravention of, or the creation or imposition of any Lien (other than the Lender Liens) on under, any document evidencing any contractual obligation to which Borrower is a party or any order, injunction, writ or decree to which Borrower or its property is subject, or (C) violates any requirement of its assets, or (D) violate any provision of Law or order of any Tribunal applicable to it, other than violations that individually or collectively are not a Material Adverse Event. law. View More
Representations Warranties and Covenants. To induce the undersigned Lenders to enter into this Agreement, the Credit Parties hereby warrant, represent and covenant to and with the Lenders and the Administrative Agent that: (a) this Agreement has been duly authorized, executed and delivered by the Credit Parties; (b) this Agreement and the Credit Agreement as amended hereby constitute legal, valid and binding obligations of the Credit Parties, enforceable in accordance with their respective terms, except as may be limited by applicable b...ankruptcy, insolvency, reorganization, moratorium or similar laws, or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (c) after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing as of this date; (d) no approval or consent of, or filing with, any governmental agency or authority is required to make valid and legally binding the execution, delivery or performance by the Credit Parties of this Agreement or the Credit Agreement or any other Loan Document as amended hereby; and (e) after giving effect to this Agreement, all of the representations and warranties made by the Credit Parties in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Agreement (except to the extent that any such representations or warranties expressly referred to a specific prior date). Any breach by the Credit Parties of any of its representations, warranties and covenants contained in this Section 5 shall be an Event of Default under the Credit Agreement. 2 6. Conditions to Effectiveness. This Agreement shall not become effective unless and until the Administrative Agent has received one or more counterparts of this Agreement, duly executed, completed and delivered by the Borrowers, the other Credit Parties and the Required Lenders.View More
Representations Warranties and Covenants. To induce the undersigned Lenders to enter into this Agreement, the Credit Parties hereby warrant, represent and covenant to and with the Lenders and the Administrative Agent that: (a) a) this Agreement has been duly authorized, executed and delivered by the Credit Parties; (b) b) this Agreement and the Credit Agreement as amended hereby constitute legal, valid and binding obligations of the Credit Parties, enforceable in accordance with their respective terms, except as may be limited by applic...able bankruptcy, insolvency, reorganization, moratorium or similar laws, or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (c) c) after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing as of this date; (d) d) no approval or consent of, or filing with, any governmental agency or authority is required to make valid and legally binding the execution, delivery or performance by the Credit Parties of this Agreement or the Credit Agreement or any other Loan Document as amended hereby; and (e) e) after giving effect to this Agreement, all of the representations and warranties made by the Credit Parties in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Agreement (except to the extent that any such representations or warranties expressly referred to a specific prior date). Any breach by the Credit Parties of any of its representations, warranties and covenants contained in this Section 5 7 shall be an Event of Default under the Credit Agreement. 2 6. Conditions to Effectiveness. This Agreement shall not become effective unless and until the Administrative Agent has received one or more counterparts of this Agreement, duly executed, completed and delivered by the Borrowers, the other Credit Parties and the Required Lenders.View More
