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. Each Party hereby represents, warrants and covenants to the other Party as of the Effective Date, as follows: 9.1.1 Such Party (i) has the power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (ii) has taken all necessary action on its part required to authorize the execution and delivery of this Agreement. This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid and binding obligation ...of such Party and is in accordance with its terms subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity. 9.1.2 Such Party is not aware of any pending or threatened litigation (and has not received any communication) that alleges that such Party's activities related to this Agreement have violated, or that by conducting the activities as contemplated in this Agreement such Party would violate, any of the intellectual property rights of any Person. 9.1.3 All necessary consents, approvals and authorizations of all regulatory and governmental authorities and other Persons required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations under this Agreement have been obtained (other than such consents, approvals and authorizations that the Parties will obtain in the course of performing their obligations under this Agreement). 15 9.1.4 The execution and delivery of this Agreement the performance of such Party's obligations hereunder (i) do not conflict with or violate in any material way any requirement of applicable Law, (ii) do not conflict with or violate any provision of the articles of incorporation, bylaws, limited partnership agreement or any similar instrument of such Party, and (iii) do not conflict with, violate, or breach or constitute a default or require any consent under, any contractual obligation or court or administrative order by which such Party is bound.View More
Representations Warranties and Covenants. Each Party hereby represents, warrants and covenants to the other Party as of the Effective Date, as follows: 9.1.1 Such Party (i) has the power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (ii) has taken all necessary action on its part required to authorize the execution and delivery of this Agreement. This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid and binding obligation ...of such Party and is in accordance with its terms subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity. 9.1.2 Such Party is not aware of any pending or threatened litigation (and has not received any communication) that alleges that such Party's activities related to this Agreement have violated, or that by conducting the activities as contemplated in this Agreement -18- such Party would violate, any of the intellectual property rights of any Person. Person (after giving effect to the license grants in this Agreement). 9.1.3 All necessary consents, approvals and authorizations of all regulatory and governmental authorities and other Persons required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations under this Agreement have been obtained (other than such consents, approvals and authorizations that the Parties will obtain in the course of performing their obligations under this Agreement). 15 9.1.4 The execution and delivery of this Agreement the performance of such Party's obligations hereunder (i) do not conflict with or violate in any material way any requirement of applicable Law, (ii) do not conflict with or violate any provision of the articles of incorporation, bylaws, limited partnership agreement or any similar instrument of such Party, and (iii) do not conflict with, violate, or breach or constitute a default or require any consent under, any contractual obligation or court or administrative order by which such Party is bound. 9.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY (AND THEIR RESPECTIVE AFFILIATES) HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO ANY TECHNOLOGY LICENSED UNDER THIS AGREEMENT, INCLUDING ANY WARRANTY OF QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. FOR THE AVOIDANCE OF DOUBT, NOTHING CONTAINED IN THIS SECTION 9.2 SHALL OPERATE TO LIMIT OR INVALIDATE ANY EXPRESS WARRANTY CONTAINED HEREIN. 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. 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
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. Guarantor represents and warrants to Bank that: (a) this Guaranty is executed at Borrower's request; (b) Guarantor shall not, without Bank's prior written consent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or a substantial or material part of Guarantor's assets other than in the ordinary course of Guarantor's business; (c) Bank has made no representation to Guarantor as to the creditworthiness of the Borrower; and (d) Guarantor has established adequate mean...s of obtaining from the Borrower on a continuing basis financial and other information pertaining to Borrower's financial condition. Guarantor agrees to keep -2- adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder, and Guarantor further agrees that Bank shall have no obligation to disclose to Guarantor any information or material about the Borrower which is acquired by Bank in any manner. In addition, Guarantor hereby covenants and agrees to comply with all covenants applicable to Guarantor as set forth in the Credit Agreement dated of even date herewith between Borrower and Bank.View More
Representations Warranties and Covenants. Guarantor represents and warrants to Bank that: (a) this Guaranty is executed at Borrower's request; (b) Guarantor shall not, without Bank's prior written consent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or a substantial or material part of Guarantor's assets other than in the ordinary course of Guarantor's business; (c) Bank has made no representation to Guarantor as to the creditworthiness of the Borrower; and (d) Guarantor has established adequate mean...s of obtaining from the Borrower on a continuing basis financial and other information pertaining to Borrower's financial condition. Guarantor agrees to keep -2- adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder, and Guarantor further agrees that Bank shall have no obligation to disclose to Guarantor any information or material about the Borrower which is acquired by Bank in any manner. In addition, Guarantor hereby covenants and agrees to comply with all covenants applicable to Guarantor as set forth in the Credit Agreement dated of even date herewith between Borrower and Bank. -2- 6. BANK'S RIGHTS WITH RESPECT TO GUARANTOR'S PROPERTY IN BANK'S POSSESSION. In addition to all liens upon and rights of setoff against the monies, securities or other property of Guarantor given to Bank by law, Bank shall have a lien upon and a right of setoff against all monies, securities and other property of Guarantor now or hereafter in the possession of or on deposit with Bank, whether held in a general or special account or deposit or for safekeeping or otherwise, and every such lien and right of setoff may be exercised without demand upon or notice to Guarantor. No lien or right of setoff shall be deemed to have been waived by any act or conduct on the part of Bank, or by any neglect to exercise such right of setoff or to enforce such lien, or by any delay in so doing, and every right of setoff and lien shall continue in full force and effect until such right of setoff or lien is specifically waived or released by Bank in writing. Bank may exercise this remedy regardless of the adequacy of any collateral for the obligations of Guarantor to Bank and whether or not the Bank is otherwise fully secured. View More
Representations Warranties and Covenants. 11.1 The Company represents and warrants to the Holder that, as of the date hereof: (a) Other than the Existing Defaults, no Event of Default under the Debenture has occurred or is continuing. (b) The Company and each Guarantor has complied in all material respects with their respective obligations under the Transaction Documents. (c) Pursuant to Rule 144 promulgated under the Securities Act, the holding period of the A&R Debenture and the Conversion Shares tacks back to December 29, 2015. The C...ompany agrees not to take a position contrary to this paragraph. The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any legal opinions to the Holder or the Company's transfer agent necessary to issue the Conversion Shares without restriction and not containing any restrictive legend without the need for any action by the Holder in connection with a sale of the Conversion Shares by the Holder. (d) All Conversion Shares issuable under the A&R Debenture may be issued without violating the rules and regulations of the NASDAQ Capital Market and without any requirement for stockholder approval. 11.2 In the event, at any time following the Effective Date, the Company's representation in Section 11.1(d) of this Agreement is no longer true and correct, the Company shall take all actions necessary to allow the Conversion Shares to be issued in accordance with the terms of the A&R Debenture.View More
Representations Warranties and Covenants. 11.1 The Company represents Borrowers represent and warrants warrant to the Holder that, as of the date hereof: (a) Other than the Existing Defaults, no Event of Default under the Debenture Note has occurred or is continuing. (b) The Company and each Guarantor Each Borrower has complied in all material respects with their respective obligations under the Transaction Operative Documents. (c) Pursuant to Rule 144 promulgated under the Securities Act, the holding period of the A&R Debenture Note an...d the Conversion Shares tacks back to December 29, June 16, 2015. The Company agrees Borrowers agree not to take a position contrary to this paragraph. The Company agrees Borrowers agree to take all actions, including, without limitation, the issuance by its legal counsel of any legal opinions to the Holder or the Company's transfer agent necessary to issue the Conversion Shares without restriction and not containing any restrictive legend without the need for any action by the Holder in connection with a sale of the Conversion Shares by the Holder. 7 (d) All Conversion Shares issuable under the A&R Debenture Note may be issued without violating the rules and regulations of the NASDAQ Capital Market and without any requirement for stockholder approval. 11.2 In the event, at any time following the Effective Date, the Company's Borrowers' representation in Section 11.1(d) of this Agreement is no longer true and correct, the Company Borrowers' shall take all actions necessary to allow the Conversion Shares to be issued in accordance with the terms of the A&R Debenture. Note. View More
Representations Warranties and Covenants. (a) No Conflict. The Consultant represents that, except as the Consultant has disclosed in writing to Company, the Consultant is not bound by the terms of any agreement with any employer or other party which are inconsistent with the provisions of this Agreement. The Consultant further represents that the Consultant's performance of the Services, and the grant of rights specified in this Agreement, do not and will not conflict with, or breach any, agreement with any prior or existing employer or... other entity (including without limitation any nondisclosure or non-competition agreement), and that the Consultant will not disclose to Company or induce Company to use any confidential or proprietary information or material belonging to any employer or others unless Consultant has a license to use such information and materials and to allow Company to use such information and materials. (b) No Debarment. The Consultant has not been, and is not under consideration to be, excluded, suspended, debarred or otherwise declared ineligible to participate in federal healthcare programs, federal procurement or non-procurement programs, or from any other activities or programs related to the Services contemplated by this Agreement, including debarment under the provisions of the Generic Drug Enforcement Act of 1992, as amended from time to time. (c) No Use of Name. Unless Company otherwise consents in writing, the Consultant shall not disclose to a third party the terms of this Agreement or the nature of the Services being provided to Company. Neither Party may use the other Party's 3 name in any form of advertising or promotion, including press releases, without the prior written consent of the other Party, except Company may disclose that it has engaged the Services of the Consultant and may describe the nature of the Services. The provisions of this Section 7(c) shall not restrict a Party's ability to use the other Party's name in filings with the Securities and Exchange Commission, the United States Food and Drug Administration, or other governmental agencies, when required by applicable law or regulation to do so. (d) Not Employment Contract. The Consultant acknowledges that the Consultant is not an employee of the Company, that this Agreement does not constitute a contract of employment, and does not imply that the Company will continue this Agreement in effect for any period of time beyond its terms.View More
Representations Warranties and Covenants. (a) Other Engagements. The Consultant agrees that, during the term of this Agreement and until August 7, 2015, the Consultant will not, without the prior written consent of the Company provide services to, collaborate with, or become a partner, officer, director, employee, consultant, agent, independent contractor or stockholder of, any company or business organization engaged in the research, development or commercialization of therapeutics targeting the nuclear pore complex machinery in oncolo...gy; provided, however, that the record or beneficial ownership by the Consultant of 1% or less of the outstanding publicly traded capital stock of any such company shall not be deemed to be in violation of this Section 6(a), provided that the Consultant has no other relationship with such company. (b) Non-solicitation. The Consultant agrees during the term of this Agreement and until August 7, 2015, the Consultant will not in any capacity, either separately, jointly or in association with others, directly or indirectly, solicit any of the employees, customers, suppliers, consultants or advisors of the Company to terminate or otherwise modify their relationship with the Company. (c) No Conflict. The Consultant represents that, except as the Consultant has disclosed in writing to Company, the Consultant is not bound by the terms of any agreement with any employer or other party which are inconsistent with the provisions of this Agreement. The Consultant further represents that the Consultant's performance of the Services, and the grant of rights specified in this Agreement, do not and will not conflict with, or breach any, agreement with any prior or existing employer or other entity (including without limitation any nondisclosure or non-competition agreement), and that the Consultant will not disclose to Company or induce Company to use any confidential or proprietary information or material belonging to any employer or others unless Consultant has a license to use such information and materials and to allow Company to use such information and materials. (b) 6 (d) No Debarment. The Consultant has not been, and is not under consideration to be, excluded, suspended, debarred or otherwise declared ineligible to participate in federal healthcare programs, federal procurement or non-procurement programs, or from any other activities or programs related to the Services contemplated by this Agreement, including debarment under the provisions of the Generic Drug Enforcement Act of 1992, as amended from time to time. (c) (e) No Use of Name. Unless Company otherwise consents in writing, the Consultant shall not disclose to a third party the terms of this Agreement or the nature of the Services being provided to Company. Neither Party may use the other Party's 3 name in any form of advertising or promotion, including press releases, without the prior written consent of the other Party, except Company may disclose that it has engaged the Services of the Consultant and may describe the nature of the Services. The provisions of this Section 7(c) 6(e) shall not restrict a Party's ability to use the other Party's name in filings with the Securities and Exchange Commission, the United States Food and Drug Administration, or other governmental agencies, when required by applicable law or regulation to do so. (d) (f) Not Employment Contract. The Consultant acknowledges that the Consultant is not an employee of the Company, that this Agreement does not constitute a contract of employment, and does not imply that the Company will continue this Agreement in effect for any period of time beyond its terms. View More
Representations Warranties and Covenants. (a) The Company will be solely responsible for the contents of the Offering Materials and any other communications provided by or on behalf of the Company or the Target to any offerees, the Advisors, or any third parties, including any prospective purchasers or acquirers (which term, for the avoidance of doubt, shall include any person that acquires any securities through exchange, conversion or similar transaction, by operation of law or otherwise, of other securities). (b) The Company represen...ts and warrants to each Advisor that (i) other than the Projections (as defined below), the Offering Materials and such other communications will not, as of the date of any offer or sale of the Securities or any closing of any such sale, upon the date of the meeting of the stockholders of the Company upon which such stockholders vote on whether to approve the Business Combination or upon the Closing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) all financial projections, estimates or other forward-looking information (including base case forecasts, budgets, etc.) concerning the Company, the Target and/or any related offering or private placement of the Securities that have been or will hereafter be made available (the "Projections") (A) have been or will be prepared with a reasonable basis and in good faith, (B) will reflect the Company's best then-available estimate and judgment as to the future financial performance of the Company (following the Business Combination) based on the reasonable assumptions to be disclosed therein, (C) which disclosed assumptions will be all the assumptions that are material in forecasting the financial results of the Company and any factors that may materially impact such assumptions (including a discussion of any factors that may cause the assumptions to be no longer reasonable), and (D) still reflect the view of the Company or the Target, as applicable, as of the date of filing or use, in each case as of the date of any offer or sale of the Securities or any closing of any such sale, upon the date of the meeting of the stockholders of the Company upon which such stockholders vote on whether to approve the Business Combination) and upon closing of the Business Combination.View More
Representations Warranties and Covenants. (a) The Company will be solely responsible for the contents of the Offering Materials and any other communications provided by or on behalf of the Company or the Target to any offerees, the Advisors, or any third parties, including any prospective purchasers or acquirers (which term, for the avoidance of doubt, shall include any person that acquires any securities through exchange, conversion or similar transaction, by operation of law or otherwise, of other securities). (b) The Company represen...ts and warrants to each Advisor that (i) other than the Projections (as defined below), the Offering Materials and such other communications will not, as of the date of any offer or sale of the Securities or any closing of any such sale, upon the date of the meeting of the stockholders of the Company upon which such stockholders vote on whether to approve the Business Combination or upon the Closing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) all financial projections, estimates or other forward-looking information (including base case forecasts, budgets, etc.) concerning the Company, the Target and/or any related offering or private placement of the Securities that have been or will hereafter be made available (the "Projections") (A) have been or will be prepared with a reasonable basis and in good faith, (B) will reflect the Company's best then-available estimate and judgment as to the future financial performance of the Company (following the Business Combination) based on the reasonable assumptions to be disclosed therein, (C) which disclosed assumptions will be all the assumptions that are material in forecasting the financial results of the Company and any factors that may materially impact such assumptions (including a discussion of any factors that may cause the assumptions to be no longer reasonable), and (D) still reflect the view of the Company or the Target, as applicable, as of the date of filing or use, in each case as of the date of any offer or sale of the Securities or any closing of any such sale, upon the date of the meeting of the stockholders of the Company upon which such stockholders vote on whether to approve the Business Combination) and upon closing of the Business Combination. 3 5. Indemnity. (a) The Company (for purposes of this Section 5 and Annex I hereto, such term, for the avoidance of doubt, shall, in the event that a Closing occurs, refer to the post-Business Combination combined entity) shall indemnify each Advisor and its affiliates and its and their respective directors, officers, employees, 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 any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 and Annex I shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. (b) Notwithstanding the foregoing and Annex I, 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 foregoing indemnity (each, a "Claim"); (ii) to waive any Claim it may have in the future; and (iii) to not seek recourse against the Trust Account with respect to any Claim. View More
Representations Warranties and Covenants. Each Loan Party, jointly and severally, represents and warrants with and to Agent and Lenders as follows, which representations and warranties shall survive the execution and delivery hereof: 6.1. This Amendment No. 2 has been duly executed and delivered by each Loan Party that is party hereto. This Amendment No. 2 constitutes a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party that is party hereto in accordance with its terms, except as enforcement may ...be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally. 6.2. The representations and warranties of each Loan Party or its Subsidiaries contained in the Credit Agreement, the Security Agreement or any of the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect (or words of similar import) in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect (or words of similar import in the text thereof) as of such earlier date). 6.3. No Default or Event of Default exists or has occurred and is continuing as of the date of, and after giving effect to, this Amendment No.View More
Representations Warranties and Covenants. Each Loan Party, jointly and severally, represents and warrants with and to Agent and Lenders as follows, which representations and warranties shall survive the execution and delivery hereof: 6.1. 3.1. This Amendment No. 2 4 has been duly executed and delivered by each Loan Party that is party hereto. This Amendment No. 2 4 constitutes a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party that is party hereto in accordance with its terms, except as enforce...ment may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally. 6.2. 3.2. The representations and warranties of each Loan Party or its Subsidiaries contained in the Credit Agreement, the Security Agreement or any of the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect (or words of similar import) in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect (or words of similar import in the text thereof) as of such earlier date). 6.3. 3.3. Loan Parties have delivered to Agent a complete and correct copy of the First Amendment to the Term Loan Credit Agreement, including all schedules and exhibits thereto, as executed on or before the Amendment No. 4 Effective Date. 3.4. No Default or Event of Default exists or has occurred and is continuing as of the date of, and after giving effect to, this Amendment No. View More
