Warrantholder's Representations and Warranties Sample Clauses

Warrantholder's Representations and Warranties. The holder of this Warrant, by the acceptance hereof, represents that it is acquiring this Warrant and Shares purchasable upon exercise of the Warrant for its own account for investment and not with a view to, or for sale in connection with, any distribution hereof or of any of the Shares or other securities issuable upon the exercise thereof, and not with any present intention of distributing any of the same. Upon exercise of this Warrant, the holder shall, if requested by SGI, confirm in writing, in a form satisfactory to SGI, that Shares purchasable upon exercise of the Warrant so purchased are being acquired solely for the holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale and that such holder is an Accredited Investor. If such holder cannot make such representations because they would be factually incorrect, it shall be a condition to such holder's exercise of the Warrant that SGI receive such other representations as SGI considers reasonably necessary to assure SGI that the issuance of its securities upon exercise of the Warrant shall not violate any United States or state securities laws.
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Warrantholder's Representations and Warranties. Each Warrantholder represents and warrants to the Company that, as to itself: 5.1. the Warrantholder has the full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; 5.2. for each entity Warrantholder, the execution and delivery of this Agreement and the consummation by the Warrantholder of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the entity; 5.3. the Warrantholder has duly executed and delivered this Agreement; 5.4. the obligations imposed on the Warrantholder by this Agreement are the valid and binding obligations of the Warrantholder, enforceable against the Warrantholder in accordance with its terms; 5.5. the Warrantholder is the sole record and beneficial owner of good and marketable title to all of the Warrants set forth opposite such Warrantholder's name in Schedule A under the heading "Warrants Owned"; 5.6. the Warrantholder owns such Warrants free and clear of all liabilities (absolute or contingent), liens, encumbrances, mortgages, pledges, options, claims, proxies, and other security interests or rights of others; 5.7. except for the Company's Amended and Restated Stockholder Agreement effective March 13, 1995, as amended (the "Stockholders Agreement"), the Warrantholder is not a party to any voting trust, proxy, or other agreement or understanding between or among any persons that affects or relates to the voting or giving of written consent with respect to any outstanding security of the Company; and 5.8. the execution, delivery and performance of this Agreement and the performance and consummation by the Warrantholder of the transactions contemplated hereby: 5.8.1. do not require on behalf of the Warrantholder any consent or authorization from, or registration, declaration or filing with, any governmental entity; 5.8.2. will not result in a violation of any material law or regulation applicable to the Warrantholder; and 5.8.3. will not constitute a breach or violation of or default under any contract, agreement, license, permit or other instrument to which the Warrantholder is a party.
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Warrantholder's Representations and Warranties. Each of the Warrantholders represents and warrants to the Company, as of the date hereof and as of each of the Closing Dates, as follows:
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Related to Warrantholder's Representations and Warranties

  • Holder’s Representations and Warranties Holder represents and warrants to and covenants and agrees with the Company as follows: 1. Holder is purchasing the Debenture and the Common Stock issuable upon conversion or redemption of the Debenture (the “Conversion Shares” and, collectively with the Debenture, the “Securities”) for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. 2. Holder is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. 3. Holder understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and “blue sky” laws, and that the Company is relying upon the accuracy of, and Holder’s compliance with, Holder’s representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Holder to purchase the Securities; 4. Holder understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the “Commission”) or any state or provincial securities commission. 5. This Agreement has been duly and validly authorized, executed and delivered by Holder and is a valid and binding agreement of Holder enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws.

  • Seller’s Representations and Warranties The Seller represents, warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided herein: (i) the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.

  • Subscriber's Representations and Warranties The Subscriber hereby represents and warrants to and agrees with the Company that:

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

  • Purchaser’s Representations and Warranties Purchaser represents and warrants to Seller that: