Warranties and Representations of the Company Clause Samples

Warranties and Representations of the Company. The Company represents and warrants that: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington. (b) The Board has authorized or will, prior to the Closing Date authorize the execution, delivery, and performance of this Agreement and the transactions contemplated hereby and thereby. No other corporate action is necessary to authorize such execution, delivery and performance, and upon such execution and delivery, this Agreement shall constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Board has authorized or will, prior to the Closing Date, authorize the issuance and delivery of the Shares in accordance with this Agreement. (c) The Shares to be issued and sold by the Company pursuant to this Agreement, when issued in accordance with the provisions hereof, will be validly issued by the Company, fully paid and nonassessable shares of the Company, and no shareholder of the Company has any preemptive rights to subscribe for any such Shares. The shares of Common Stock issuable upon conversion of the Shares when issued in accordance with the Statement of Rights and Preferences, will be validly issued by the Company, fully paid and nonassessable shares of the Company. (d) Except with respect to filings made in connection with exemptions from registration under state or federal securities laws, the creation, authorization, issuance, offer and sale of the Shares do not require any consent, approval or authorization of, or filing, registration or qualification with, any governmental authority on the part of the Company or the vote, consent or approval in any manner of the holders of any security of the Company as a condition to the execution and delivery of this Agreement or the creation, authorization, issuance, offer and sale of the Shares. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder will not violate (i) the terms and conditions of the Articles or the Bylaws of the Company, or any agreement or instrument to which the Company is a party or by which it is bound or (ii) subject to the accuracy of your representations and warranties contained in Section 5 hereof, any federal or state law.

Warranties and Representations of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The grant of the Option to the Holder has been duly authorized by all requisite corporate action on the part of the Company and the shares of Common Stock represented by the Option have been properly reserved for issuance. (c) The number of shares of Common Stock represented by the Option (when coupled with all shares currently outstanding and all shares to be issued upon the exercise of all other currently outstanding options granted by the Company) does not exceed the number of shares of Common Stock currently authorized for issuance by the Company's Certificate of Incorporation (the "Certificate"). (d) No consents, approvals or permits are required to be obtained from any third person, including, without limitation, any securities commission, before the grant of the Option, nor do any conditions precedent exist (other than those specifically identified herein) that would impair the Company's ability to grant the Option hereunder. (e) No consents, approvals, nor permits are required to be obtained from any third person, other those which may be required under applicable securities laws, before the issuance of Common Stock upon the exercise of all or any portion of the Option.

Warranties and Representations of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The grant of the Option to the Holder has been duly authorized by all requisite corporation action on the part of the Company and the shares of Common Stock represented by the Option have been properly reserved for issuance. (c) The number of shares of Common Stock represented by the Option (when coupled with all shares currently outstanding and all shares to be issued upon the exercise of all other currently outstanding options granted by the Company which may be exercised absent an increase in the number of authorized shares of common stock) does not exceed the number of shares of Common Stock currently authorized for issuance by the Company's Certificate of Incorporation, as amended (the "Certificate"). (d) No consents, approvals or permits are required to be obtained from any third person, including, without limitation, any securities commission, before the grant of the Option, nor do any conditions precedent exist (other than those specifically identified herein) that would impair the Company's ability to grant the Option hereunder. (e) No consents, approvals, nor permits are required to be obtained from any third person, other those which may be required under applicable securities laws, before the issuance of Common Stock upon the exercise of all or any portion of the Option.

Warranties and Representations of the Company. To induce you to enter into this Agreement and to purchase and pay for the Purchased Securities to be delivered to you at the Closing, the Company warrants and represents, as of the Closing Date, as follows:

Warranties and Representations of the Company. The Company hereby makes the following representations and warranties to Life and the Stockholders , each of which is true as of the date hereof and will be true as of the Closing Date and each of which shall be deemed to be independently material and to have been relied upon by Life and the Stockholders in connection with this Agreement.

Warranties and Representations of the Company. The Company represents and warrants that:

Warranties and Representations of the Company. The Company represents and warrants that: (a) The Company has all requisite power and authority to execute, perform and carry out the provisions of this Agreement; and (b) this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with the terms of this Agreement.

Warranties and Representations of the Company. The Company warrants and represents to Advisor as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, with requisite corporate power and authority to execute and deliver this Agreement (b) the execution, delivery and performance by the Company of this Agreement has been duly authorized by the Company and constitutes the legal, valid and binding obligation of the Company except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights generally or the availability of equitable remedies and (c) the execution and delivery of this Agreement will not result in the breach of any agreement to which the Company is a party.

Warranties and Representations of the Company. The Company represents and warrants to the holders of the Notes as of the Effective Date: (a) the Company is duly organized, validly existing and in good standing in its jurisdiction of incorporation; (b) the Company has the power to enter into this Amendment and to perform its obligations hereunder; (c) this Amendment has been duly authorized by all necessary action on the part of the Company , and this Amendment constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by SPECTRAN CORPORATION FIRST AMENDMENT (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) neither the execution or delivery by the Company of this Amendment nor the performance by the Company of its obligations hereunder or under the Financing Documents: (i) will adversely affect the enforceability against the Company of the Financing Documents; (ii) will require the taking of any action or the giving of any consent or approval by, or the making or any registration or filing with, any Governmental Authority or other person other than such actions, consents, approvals, registrations and filings as have heretofore been taken, given or made (as the case may be); (iii) will violate any provision of any organizational document of the Company, or any provision of any law, rule, regulation, order or decree of any Governmental Authority applicable to the Company; or (iv) will violate or constitute a default under any material agreement to which the Company is a party or by which any of its Properties or assets is or may be bound, or will result in the creation or imposition of any Lien on the Properties or assets of the Company; (i) neither this Amendment nor any certificate furnished in connection herewith nor any other document or statement furnished to the holders of the Notes in connection with the amendments contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading; (ii) there is no fact known to the Company that has had or, so far as the Company can now reasonably foresee, could reasonably be expected to have, a Material A...