Common use of REPRESENTATIONS BY AND COVENANTS OF THE COMPANY Clause in Contracts

REPRESENTATIONS BY AND COVENANTS OF THE COMPANY. The Company represents and covenants to the Purchaser that: (a) The Company is a corporation duly organized, existing and in good standing under the laws of the State of California which has the corporate power to conduct the business which it conducts and proposes to conduct. (b) The execution, delivery and performance of this Agreement by the Company has been duly approved by the Board of Directors of the Company and all other actions required to authorize and effect the offer and sale of the Shares have been duly taken and approved. (c) The Shares have been duly and validly authorized and, when issued and paid for in accordance with the terms hereof, will be validly binding obligations of the Company enforceable in accordance with their respective terms except that the enforceability thereof may be limited by bankruptcy, insolvency, or other laws affecting the rights of creditors generally or by general equitable principles. (d) The Company has obtained all licenses, permits and other governmental authorizations necessary to the conduct of its business; such licenses, permits and other governmental authorizations obtained are in full force and effect; and the Company is in all material respects complying therewith.