WARRANTIES AND COVENANTS OF Sample Clauses

WARRANTIES AND COVENANTS OF. DEBTOR Debtor hereby represents, warrants and covenants that:
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WARRANTIES AND COVENANTS OF. OWNER Debtor hereby warrants, covenants and agrees that: (1) Except for the security interest granted hereby, Debtor is the owner and holder of all the Shares free from any adverse claim, security interest, encumbrance, lien, charge or any other right, title or interest of any Natural Person other than Secured Party; Debtor has full power and lawful authority to sell, transfer and assign the Collateral to Secured Party and to grant to Secured Party a first, prior and valid security interest therein as herein provided; the execution and delivery and the performance hereof are not in contravention of any indenture, agreement or undertaking to which Debtor is a party or by which Debtor (or Debtor’s property) is bound; and Debtor will defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein. All agents or representatives acting for or on behalf of Debtor in connection with this Security Agreement or any aspect hereof, or entering into or executing this Security Agreement on behalf of Debtor, having duly authorized thereto and therefor, and are fully empowered to act for and represent Debtor in connection with this Security Agreement and all matters related hereto or in connection herewith. Except for that certain Company Agreement by and among the Company and its Members, dated September , 2012, and except as either evidenced on the certificates representing the Shares or otherwise previously disclosed in writing by Debtor to Secured Party, Debtor hereby represents and warrants to Secured Party that the Shares are not subject to any buy-sell agreements, irrevocable proxies or other restrictions. (2) (a) Debtor has not heretofore signed any financing statement or security agreement that covers any of the Collateral, and in which Debtor is named as or has signed as “debtor,” and no such financing statement or security agreement is now on file in any public office.
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WARRANTIES AND COVENANTS OF. PATHOBIOTEK DIAGNOSTICS INC. ---------------------------- No representations or warranties are made by any director, officer, employee or shareholder of Patho as individuals, except as and to the extent stated in this Agreement or in a separate written statement. Patho hereby represents, warrants and covenants to ATNG, except as stated in the Patho Disclosure Statement, as follows; 4.1 Patho is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas, and has the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted. The Articles of Incorporation and Bylaws of Patho, copies of which have been delivered to ATNG, are complete and accurate, and the minute books of Patho contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and Board of Directors of Patho. 4.2 The aggregate number of shares which Patho is authorized to issue is 20,000,000 shares (now being changed to 100,000,000 shares) of common stock with a par value of $.0001 per share, of which 587,000 shares (post reverse split) of such common stock will be issued and outstanding, fully paid and non-assessable, prior to closing under this agreement. Patho has no outstanding options, warrants or other rights to purchase, or subscribe to, or securities convertible into or exchangeable for any shares of capital stock. No preferred stock of Patho is outstanding. 4.3 Patho has complete and unrestricted power to enter into and, upon the appropriate approvals as required by law, to consummate the transactions contemplated by this Agreement. 4.4 Patho owns 100% of the issued and outstanding shares of Acquisition at the date hereof. 4.5 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by Patho will conflict with or result in a breach or violation of the Articles of Incorporation or Bylaws of Patho. 4.6 The execution of this Agreement has been duly authorized and approved by Patho's Board of Directors. 4.7 Patho has delivered to ATNG financial statements of Patho dated December 31, 2000. All such statements, herein sometimes called "Patho Financial Statements" are (and will be) complete and correct in all material respects and, together with the notes to these financial statements, present fairly the financial position and res...
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WARRANTIES AND COVENANTS OF. DEBTOR Debtor hereby represents, warrants and covenants that: 2.1 Business Organization Status and Authority. ( I ) Debtor is duly organized, validly existing and in good standing under the laws of the state of its organization and is qualified to do business in all states and countries in which such qualification is necessary; ( ii ) Debtor has the lawful power and authority to won its assets and to conduct the business in which it is engaged; and to execute and comply with the provisions of this Agreement and any related documents; (iii ) the execution and delivery of this Agreement and any related documents have been duly authorized by all necessary action; ( iv ) no authorization, consent, approval, license or exemption of, or filing or registration with, any or all of the owners of Debtor or any governmental entity was, is or will be necessary to the valid execution, delivery, performance or full enforceability of this Agreement and any related documents. Except as specifically disclosed to Secured Party, Debtor utilizes not trade names in the conduct of its business and/or has not changed its name within the past five years.
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Related to WARRANTIES AND COVENANTS OF

  • Warranties and Covenants In addition to the representations, warranties and covenants contained in this Agreement, the Seller hereby represents, warrants and covenants to the Issuer as follows on the Closing Date:

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Representations, Warranties and Covenants of the Company The Company represents and warrants to, and agrees with, Subscriber that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that: (a) Debtor's exact legal name is as set forth in the preamble of this Agreement and Debtor is, and will remain, duly organized, existing and in good standing under the laws of the State set forth in the preamble of this Agreement, has its chief executive offices at the location specified in the preamble, and is, and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations; (b) Debtor has adequate power and capacity to enter into, and to perform its obligations under this Agreement, each Note and any other documents evidencing, or given in connection with, any of the Indebtedness (all of the foregoing are called the "Debt Documents"); (c) This Agreement and the other Debt Documents have been duly authorized, executed and delivered by Debtor and constitute legal, valid and binding agreements enforceable in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws; (d) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into, or performance by Debtor of any of the Debt Documents, except any already obtained; (e) The entry into, and performance by, Debtor of the Debt Documents will not (i) violate any of the organizational documents of Debtor or any judgment, order, law or regulation applicable to Debtor, or (ii) result in any breach of or constitute a default under any contract to which Debtor is a party, or result in the creation of any lien, claim or encumbrance on any of Debtor's property (except for liens in favor of Secured Party) pursuant to any indenture, mortgage, deed of trust, bank loan, credit agreement, or other agreement or instrument to which Debtor is a party; (f) There are no suits or proceedings pending in court or before any commission, board or other administrative agency against or affecting Debtor which could, in the aggregate, have a material adverse effect on Debtor, its business or operations, or its ability to perform its obligations under the Debt Documents, nor does Debtor have reason to believe that any such suits or proceedings are threatened; (g) All financial statements delivered to Secured Party in connection with the Indebtedness have been prepared in accordance with generally accepted accounting principles, and since the date of the most recent financial statement, there has been no material adverse change in Debtors financial condition; (h) The Collateral is not, and will not be, used by Debtor for personal, family or household purposes; (i) The Collateral is, and will remain, in good condition and repair and Debtor will not be negligent in its care and use; (j) Debtor is, and will remain, the sole and lawful owner, and in possession of, the Collateral, and has the sole right and lawful authority to grant the security interest described in this Agreement; and (k) The Collateral is, and will remain, free and clear of all liens, claims and encumbrances of any kind whatsoever, except for (i) liens in favor of Secured Party, (ii) liens for taxes not yet due or for taxes being contested in good faith and which do not involve, in the judgment of Secured Party, any risk of the sale, forfeiture or loss of any of the Collateral, and (iii) inchoate materialmen's, mechanic's, repairmen's and similar liens arising by operation of law in the normal course of business for amounts which are not delinquent (all of such liens are called "Permitted Liens").

  • Representations, Warranties and Covenants of Buyer Buyer represents, and warrants to and covenants with Seller as follows: