Representations Warranties and Covenants of the Company Contract Clauses (432)

Grouped Into 5 Collections of Similar Clauses From Business Contracts

This page contains Representations Warranties and Covenants of the Company clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Representations Warranties and Covenants of the Company. The Company represents, warrants, and covenants to the Service Provider, with the understanding the Service Provider is relying upon such representations, warranties, and covenants that the following is true and shall and must remain true for the duration of this Agreement: 6.1 Regulatory Requirements. As of the Effective Date of this Agreement, the Company is in compliance with all Regulatory Requirements and will in good faith cooperate with respect to the Service Provider's efforts to obtain ...and maintain all Regulatory Requirements, including but not limited to the payment of all costs and fees associated therewith. 6.2 Compliance. The Company will comply in all respects with all applicable Regulatory Requirements, as amended from time to time, in the operation of the Business and will cooperate with the Service Provider's efforts to do so as well. 6.3 Cooperation. The Company will fully cooperate with the Service Provider in all aspects of the provision of the Services, including, but not limited to, the completion of all tasks which need to be assigned to the Company by the Service Provider. 4 6.4 Authority. The Company has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity. 6.5 No Breach. The execution and delivery of this Agreement and the performance by the Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to the Company. 6.6 Binding Obligation. Upon execution and delivery of this Agreement, this Agreement will constitute the valid and binding obligation of the Company. 6.7 No Third Party Beneficiary. The Company is the sole intended beneficiary of the Services and is entering into this Agreement on behalf of itself and not for the benefit of any other person or entity. View More
Found in Chewy, Inc. contract
Representations Warranties and Covenants of the Company. The Company represents, warrants, and covenants to the Service Provider, with the understanding the Service Provider is relying upon such representations, warranties, and covenants that the following is true and shall and must remain true for the duration of this Agreement: 6.1 Regulatory Requirements. As of the Effective Date of this Agreement, the Company is in compliance with all Regulatory Requirements and will in good faith cooperate with respect to the Service Provider's efforts to obtain ...and maintain all Regulatory Requirements, including but not limited to the payment of all costs and fees associated therewith. 6.2 Compliance. The Company will comply in all respects with all applicable Regulatory Requirements, as amended from time to time, in the operation of the Business and will cooperate with the Service Provider's efforts to do so as well. 6.3 6.1. Cooperation. The Company will fully cooperate with the Service Provider in all aspects of the provision of the Services, including, but not limited to, the completion of all tasks which need to be assigned to the Company by the Service Provider. 4 6.4 6.2. Authority. The Company has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity. 6.5 6.3. No Breach. The execution and delivery of this Agreement and the performance by the Company of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to the Company. 6.6 6.4. Binding Obligation. Upon execution and delivery of this Agreement, this Agreement will constitute the valid and binding obligation of the Company. 6.7 6.5. No Third Party Third-Party Beneficiary. The Company is the sole intended beneficiary of the Services and is entering into this Agreement on behalf of itself and not for the benefit of any other person or entity. View More
Found in Sunshine Silver Mining & Refining Corp contract
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Representations Warranties and Covenants of the Company. 3.3 Organization and Qualification. 3.4 Authorization; Enforcement. 3.5 No Conflicts. 3.6 Additional Representations and Warranties. 4.1 Legend. 4.3 Company's Refusal to Register Transfer of the Securities. 4.4 Registration Rights.
Found in Lionheart Acquisition Corp. II contract
Representations Warranties and Covenants of the Company. 3.2 Title to Securities. 3.3 Organization and Qualification. 3.4 Authorization; Enforcement. 3.5 No Conflicts. 3.6 Additional Representations and Warranties. 4.1 Legend. 4.3 Company's Refusal to Register Transfer of the Securities. 4.4 Registration Rights.
Found in CardConnect Corp. contract
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Representations Warranties and Covenants of the Company. The Company represents, warrants and covenants to Subscriber as follows: (a) The Company is duly organized and validly existing as a corporation in good standing under the laws of Nevada. (b) The Company has all such corporate power and authority to enter into, deliver and perform this Subscription Agreement. (c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement by the Company, and the... issuance and sale of the Common Stock to be sold by the Company pursuant to this Subscription Agreement. This Subscription Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. View More
Found in EVOLUTIONARY GENOMICS, INC. contract
Representations Warranties and Covenants of the Company. The Company represents, warrants and covenants to Subscriber Purchasers as follows: (a) a. The Company is duly organized and validly existing as a corporation in good standing under the laws of Nevada. (b) Delaware. b. The Company has all such corporate power and authority to enter into, deliver and perform this Subscription Agreement. (c) c. All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agr...eement by the Company, and the issuance and sale of the Common Stock Shares to be sold by the Company pursuant to this Subscription Agreement. This Subscription Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. View More
Found in BIOLIFE SOLUTIONS INC contract
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Representations Warranties and Covenants of the Company. a. Reservation of Common Stock. The Warrant Shares have been duly and validly reserved and, when issued in accordance with the provisions of this Warrant, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided that the Common Stock issuable pursuant to this Warrant may be subject to restrictions on transfer under state and/or federal securities laws. The Company has made available to the Holder true,... correct and complete copies of its Articles and current bylaws. The issuance of certificates for shares of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Common Stock; provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer and the issuance and delivery of any certificate in a name other than that of the Holder. b. Due Authority. The execution, delivery and issuance by the Company of this Warrant and the performance of all obligations of the Company hereunder, including the issuance to Holder of the Warrant Shares, have been duly authorized by all necessary corporate action on the part of the Company. This Warrant constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other laws affecting the enforcement of creditors' rights in general, and except that the enforceability of this Warrant is subject to general principles of equity. c. Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Warrant, except for the filing of notices pursuant to Regulation D under the Act, and any filing required by applicable state securities law and any required filings or notifications regarding the issuance or listing of additional shares with NASDAQ. d. Exempt Transaction. Subject to the accuracy of the Holder's representations in Section 10, the issuance of the Class B Common Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act and (ii) the qualification requirements of the applicable state securities laws. 8 e. Compliance with Rule 144. If the Holder proposes to sell Class B Common Stock issuable upon the exercise of this Warrant and in compliance with Rule 144, then, upon Holder's written request to the Company, the Company shall furnish to the Holder, within ten days after receipt of such request, a written statement confirming the Company's compliance with the filing requirements of the SEC as set forth in such Rule, as such Rule may be amended from time to time. View More
Found in RumbleON, Inc. contract
Representations Warranties and Covenants of the Company. a. (a) Reservation of Common Preferred Stock. The Warrant Shares have Preferred Stock issuable upon exercise of the Warrantholder's rights has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided provided, that the Common Preferred Stock issuable pursuant to this Warrant may be subject to restrictions... on transfer under state and/or federal securities laws. laws and applicable agreements to which the Company or its security holders are parties. The Company has made available to the Holder Warrantholder true, correct and complete copies of its Articles Charter and current bylaws. The issuance of certificates for shares of Common Preferred Stock upon exercise of this Warrant shall be made without charge to the Holder Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Common Preferred Stock; provided provided, that the Company shall not be required to pay any tax that which may be payable in respect of any transfer and the issuance and delivery of any certificate in a name other than that of the Holder. b. Warrantholder. (b) Due Authority. The execution, execution and delivery and issuance by the Company of this Warrant and the performance of all obligations of the Company hereunder, including the issuance to Holder Warrantholder of the Warrant Shares, right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. This Warrant: (1) is not inconsistent with the Company's Charter or current bylaws; (2) subject to the accuracy of the Warrantholder's representations in Section 10, does not contravene any law or governmental rule, regulation or order applicable to it; and (3) does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contact or other instrument to which it is a party or by which it is bound. This Warrant constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other laws affecting the enforcement of creditors' rights in general, and except that the enforceability of this Warrant is subject to general principles of equity. c. respective terms. (c) Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Warrant, except for the filing of notices pursuant to Regulation D under the Act, Act and any filing required by applicable state securities law law, which filings will be effective by the time required thereby. (i) Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any required filings or notifications regarding other securities were issued in full compliance with all federal and state securities laws. Attached to this Warrant is a true and correct capitalization table of the Company. In accordance with the Company's Charter, no shareholder of the Company has preemptive right to purchase new issuances of the Company's capital stock which right has not otherwise been waived in connection with the issuance of this Warrant. (d) Other Commitments to Register Securities. Except as set forth in this Warrant and the Investor Rights Agreement, the Company is not, pursuant to the terms of any other agreement currently in existence, under any obligation to register under the Act any of its presently outstanding securities or listing any of additional shares with NASDAQ. d. its securities which may hereafter be issued. (e) Exempt Transaction. Subject to the accuracy of the Holder's Warrantholder's representations in Section 10, 10 (both at the time of the issuance of the Class B Common Preferred Stock upon exercise of this Warrant and at the time of the issuance of the Common Stock upon conversion of the Preferred Stock), the issuance of the Preferred Stock upon exercise of this Warrant, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws. 8 e. (f) Compliance with Rule 144. If the Holder Warrantholder proposes to sell Class B Common Preferred Stock issuable upon the exercise of this Warrant and Warrant, or the Common Stock into which it is convertible, in compliance with Rule 144, 144 promulgated by the SEC, then, upon Holder's Warrantholder's written request to the Company, the Company shall furnish to the Holder, Warrantholder, within ten days after receipt of such request, a written statement confirming the Company's compliance with the filing requirements of the SEC as set forth in such Rule, as such Rule may be amended from time to time. View More
Found in Paratek Pharmaceuticals, Inc. contract
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Representations Warranties and Covenants of the Company. 2.2 Authorization. 2.3 Consents. 2.4 Compliance. 2.5 Questionable Payments. 3.2 Investment. 3.3 Accredited Purchaser. 3.4 Adequate Information. 3.5 Non-Reliance. 3.7 Investor Suitability. 3.8 Specific Purpose. 3.9 Brokers or Finders. 3.10 Restricted Securities.
Found in AVRA Surgical Robotics, Inc. contract
Representations Warranties and Covenants of the Company. 2.2 Authorization. 2.3 Consents. 2.4 Compliance. 2.5 Questionable Payments. 3.2 Investment. 3.3 Accredited Purchaser. 3.4 Adequate Information. 3.5 Non-Reliance. 3.7 Investor Suitability. 3.6 No General Solicitation. 3.8 Specific Purpose. 3.9 Brokers or Finders. 3.10 Restricted Securities.
Found in AVRA Surgical Robotics, Inc. contract
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