Certain Representations and Agreements Sample Clauses

Certain Representations and Agreements. (a) The Company represents, covenants and agrees: (i) This Contingent Payment Right is, and any Contingent Payment Right issued in substitution for or replacement of this Contingent Payment Right shall be, upon issuance, duly authorized and validly issued. (ii) All Contingent Payment Right Shares issuable upon the Cashless Conversion of this Contingent Payment Right pursuant to the terms hereof shall be, upon issuance, and, subject to the last sentence of this clause (ii), the Company shall take all such actions as may be reasonably necessary or reasonably appropriate in order that such Contingent Payment Right Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company, and free from all Taxes, liens and charges. The Company further covenants and agrees that so long as this Contingent Payment Right is outstanding, the Company will at all times have authorized and reserved (as unissued or held in treasury) a sufficient number of shares of Common Stock to provide for the Cashless Conversion in full of this Contingent Payment Right; provided, that until the Charter Amendment is approved by the Company’s stockholders, the Company shall not be required to reserve shares of Common Stock that it does not presently have authority to issue under the Company Charter Documents. The Company will use its commercially reasonable efforts to procure, subject to issuance or notice of issuance, the listing of any Contingent Payment Right Shares issuable upon Cashless Conversion of this Contingent Payment Right on the principal stock exchange on which shares of Common Stock are then listed or traded. The Company shall take all such actions as may be reasonably necessary to ensure that all Cash Payments are made and, subject to the last sentence of this clause (ii), all Contingent Payment Right Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of the Company’s capital stock may be listed at the time of such Cashless Conversion. Notwithstanding the foregoing, the Company’s obligation to seek Stockholder Approval and to obtain Communications Regulatory Approvals shall be governed by the Investment Agreement and not this clause (ii). (iii) The Company shall not amend or modify any provision of the Company Charter Documents in any manner that would materially and adversely ...

Certain Representations and Agreements. By executing and delivering this Transfer Supplement, the Transferor Lender and each Purchasing Lender confirm to and agree with each other and the Administrative Agent and the Lenders as follows: (a) Other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, the Transferor Lender makes no representation or warranty and assumes no responsibility with respect to (i) the execution, delivery, effectiveness, enforceability, genuineness, validity or adequacy of the Credit Agreement or any other Loan Document, (ii) any recital, representation, warranty, document, certificate, report or statement in, provided for in, received under or in connection with, the Credit Agreement or any other Loan Document, or (iii) the existence, validity, enforceability, perfection, recordation, priority, adequacy or value, now or hereafter, of any Lien or other direct or indirect security afforded or purported to be afforded by any of the Loan Documents or otherwise from time to time. (b) The Transferor Lender makes no representation or warranty and assumes no responsibility with respect to (i) the performance or observance of any of the terms or conditions of the Credit Agreement or any other Loan Document on the part of the Borrower or any other Person, (ii) the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person, or (iii) the existence of any Event of Default or Potential Default. (c) Each Purchasing Lender confirms that it has received a copy of the Credit Agreement and each of the other Loan Documents, together with copies of the financial statements referred to in Section 3.06 thereof, the most recent financial statements delivered pursuant to Section 5.01 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Transfer Supplement. Each Purchasing Lender confirms that it has made such analysis and decision independently and without reliance upon the Administrative Agent, the other Agents, the Transferor Lender or any other Lender. (d) Each Purchasing Lender, independently and without reliance upon the Administrative Agent, the other Agents, the Transferor Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, will make its own decisions to take or not take action...

Certain Representations and Agreements. By executing and delivering this Transfer Supplement, the Transferring Participant and the Purchasing Participant represent, warrant and confirm to and agree with each other and the Company as follows: 5.1 Each of the Transferring Participant and the Purchasing Participant has all requisite corporate or company authority to execute and deliver this Transfer Supplement and perform its obligations hereunder. 5.2 The Purchasing Participant confirms that it has made such review, analysis and decision to acquire an interest in the Loans independently and without reliance upon the Company or the Transferring Participant. 5.3 The Purchasing Participant confirms that it has such knowledge and experience in the origination, sale and/or purchase of performing and non-performing or distressed loans, including, without limitation, construction loans secured by residential properties, as well as financial and business matters as to enable the undersigned to utilize the information made available to it with respect to the Transferring Participant’s Interests to evaluate the merits and risks of a purchase of the Transferring Participant’s Interests, and to make an informed decision with respect thereto. 5.4 The Purchasing Participant acknowledges, understands and represents that it is able to bear the economic risks associated with the acquisition and ownership of the Transferring Participant’s Interests, including, without limitation, the risk of a total loss of its investment therein and the risk that it may be required to hold the Transferring Participant’s Interests for an indefinite period of time. 5.5 The Purchasing Participant acknowledges that, unless otherwise provided in this Transfer Supplement, the Transferring Participant is not and will not make any representation or warranty with respect to the Transferring Participant’s Interests. 5.6 The Purchasing Participant acknowledges and agrees that (i) the proposed sale of the Transferring Participant’s Interests is not intended to constitute the sale of a “security” within the meaning of the Securities Act or any applicable federal or state securities laws, (ii) no inference that any of the Transferring Participant’s Interests is a “security” under such federal or state securities laws shall be drawn from any of the representations or warranties made by the Purchasing Participant, (iii) it is not contemplated that any filing will be made with the Securities and Exchange Commission or pursuant to the Blue Sky or s...

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives) and in making sales of Securities we agree to

Certain Representations and Agreements. The Company represents, covenants and agrees: (a) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued. (b) All Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company, and free from all taxes, liens and charges. The Company further covenants and agrees that during the period within which this Warrant may be exercised, the Company will at all times have authorized and reserved (as unissued or held in treasury) a sufficient number of shares of Common Stock to provide for the exercise in full of this Warrant. The Company will procure, subject to issuance or notice of issuance, the listing of any Warrant Shares issuable upon exercise of this Warrant on the principal stock exchange on which shares of Common Stock are then listed or traded. (c) Subject to Section 5.01 of the Investment Agreement, the Company shall take all such actions as may be necessary to ensure that all Warrant Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of the Company’s capital stock may be listed at the time of such exercise. (d) The Company shall not amend or modify any provision of the Certificate of Incorporation or the by-laws of the Company in any manner that would materially and adversely affect the powers, preferences or relative participating, optional or other special rights of the Common Stock in a manner which would disproportionately and adversely affect the rights of the Holder.

Certain Representations and Agreements. The Initial Investor hereby represents and warrants to NEP Member that the Initial Investor is duly formed and is validly existing as a limited liability company and is in good standing under the Laws of the State of Delaware, has the full limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement; (b) the Class B Parent hereby represents and warrants to NEP Member that the Class B Parent is duly formed and is validly existing as a limited liability company and is in good standing under the Laws of the State of Delaware, has the full limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement, and is the owner, beneficially and of record, of all of the issued and outstanding equity interests of the Initial Investor, free and clear of all Encumbrances (other than Encumbrances arising under the Credit Agreement); (c) Class B Holdco hereby represents and warrants to NEP Member that Class B Holdco is duly formed and is validly existing as a limited liability company and is in good standing under the Laws of the State of Delaware, has the full limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement, and is the owner, beneficially and of record, of all of the issued and outstanding equity interests of the Class B Parent, free and clear of all Encumbrances (other than Encumbrances arising under the Credit Agreement); and (d) each Blocker hereby represents and warrants to NEP Member that each such Blocker is duly formed and is validly existing as a limited partnership and is in good standing under the Laws of the State of Delaware, has the full limited liability company power and authority to execute and deliver, and to perform its obligations under, this Agreement, and, collectively with the other Blockers, is the owner, beneficially and of record, of all of the issued and outstanding equity interests of Class B Holdco, free and clear of all Encumbrances (other than Encumbrances arising under the Credit Agreement); (e) Blocker Parent hereby represents and warrants to NEP Member that Blocker Parent is duly formed and is validly existing as a limited partnership and is in good standing under the Laws of the State of Delaware, has the full limited partnership power and authority to execute and deliver, and to perform its obligations under, this Agreement, and is the owner, be...

Certain Representations and Agreements. By executing and delivering this Transfer Supplement, the Transferor Lender and each Purchasing Lender confirm to and agree with each other and the Agent and the Lenders as follows:

Certain Representations and Agreements. We represent that we are (a) a member in good standing of the NASD, or (b) a bank that is not a member of the NASD or (c) a foreign bank, broker, dealer or institution not eligible for membership in the NASD. If we are such a NASD member, we agree that in making sales of Securities we will comply with all applicable rules of the NASD. If we are not a NASD member, we agree to comply as though we were a member with Conduct Rules 2730, 2740 and 2750 of the NASD and to comply with the requirements of the NASD’s Interpretation with Respect to Free-Riding and Withholding. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America except through the Representatives and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. If we are a bank, we agree that we will not accept any portion of the management fee paid by the Underwriters with respect to the offering of any Securities or, in connection with the public offering of any Securities that do not constitute “exempted securities” within the meaning of Section 3(a)(l2) of the 1934 Act, purchase any Securities at a discount from the offering price from any Underwriter or Selected Dealer or otherwise accept any selling concession, discount or other allowance from any Underwriter or Selected Dealer, which in any such case is not permitted under

Certain Representations and Agreements. We represent that we are (a) a member in good standing of the FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in the FINRA. If we are such a FINRA member, we agree that in making sales of Securities we will comply with all applicable rules of the FINRA, including, without limitation, Conduct Rules 2740 and 2790. If we are not a FINRA member, we agree to comply as though we were a member with Conduct Rules 2730, 2740, 2750 and 2790 of the FINRA. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein except through the Representatives and in making sales of Securities we agree to comply with Conduct Rule 2420 of the FINRA as it applies to a