Common use of Agent’s Representations, Warranties and Covenants Clause in Contracts

Agent’s Representations, Warranties and Covenants. Each entity comprising the Agent hereby severally represents, warrants, and covenants in favor of Merchant as follows: (a) The Agent shall conduct the Sale in accordance with applicable non-bankruptcy laws and Merchant’s Leases and shall not change the Merchant’s procedures and practices currently employed, except as otherwise provided in the Sale Order. (b) Agent has the right, power, and authority to execute and deliver each of the Agency Documents to which it is a party and to perform fully its obligations thereunder. Agent has taken all necessary actions required to authorize the execution, delivery, and performance of the Agency Documents, and no further consent or approval is required on the part of Agent for Agent to enter into and deliver the Agency Documents, to perform its obligations thereunder, and to consummate the Sale. Each of the Agency Documents has been duly executed and delivered by the Agent and, constitutes the legal, valid, and binding obligation of Agent enforceable in accordance with its terms. No court order or decree of any federal, state, or local governmental authority or regulatory body is in effect that would prevent or impair or is required for Agent’s consummation of the transactions contemplated by this Agreement, and no consent of any third party which has not been obtained is required therefor other than as provided herein. No contract or other agreement to which Agent is a party or by which Agent is otherwise bound will prevent or impair the consummation of the transactions contemplated by this Agreement. (c) The Agent shall provide qualified and experienced store supervisors to conduct the Sale. (d) Prior to the execution of this Agreement and the APA, the Merchant has provided the Agent reasonable access to all pricing and cost files, computer hardware, software and data files, inter-Store transfer logs, markdown schedules, invoices, style runs and all other documents relative to the price, mix and quantities of inventory located at the Stores which have been posted by the Merchant to the on-line data room made available to prospective bidders for the right to conduct the Sale. (e) On the date immediately preceding the Inventory Date, the Agent has had and will have had the opportunity to inspect the Stores and the Merchandise.

Agent’s Representations, Warranties and Covenants. Each entity comprising the Agent hereby severally represents, warrants, warrants and covenants in favor of Merchant as follows: (a) The Agent shall conduct Each entity comprising Agent: (i) is a limited partnership, corporation or limited liability company (as the Sale case may be) duly and validly existing and in accordance with applicable non-bankruptcy good standing under the laws of the State of its organization; and Merchant’s Leases (ii) has all requisite power and shall not change authority to carry on its business as presently conducted and to consummate the Merchant’s procedures and practices currently employed, except as otherwise provided in the Sale Ordertransactions contemplated hereby. (b) Agent has the right, power, power and authority to execute and deliver each of the Agency Documents to which it is a party and to perform fully its obligations thereunder. Agent has taken all necessary actions required to authorize the execution, delivery, delivery and performance of the Agency Documents, and no further consent or approval is required on the part of Agent for Agent to enter into and deliver the Agency Documents, to perform its obligations thereunder, thereunder and to consummate the Sale. Each of the Agency Documents has been duly executed and delivered by the Agent and, and constitutes the legal, valid, valid and binding obligation of Agent enforceable in accordance with its terms. No court order or decree of any federal, state, state or local governmental authority or regulatory body is in effect that would prevent or impair impair, or is required for for, Agent’s consummation of the transactions contemplated by this AgreementAgreement (other than the Approval Order), and no consent of any third party which has not been obtained is required therefor therefor, other than as provided herein. No contract or other agreement to which Agent is a party or by which Agent is otherwise bound will prevent or impair the consummation of the transactions contemplated by this Agreement. (c) The No action, arbitration, suit, notice or legal administrative or other proceeding before any court or governmental body has been instituted by or against Agent, or has been settled or resolved or, to Agent’s knowledge, has been threatened against or affects Agent, which questions the validity of this Agreement or any action taken or to be taken by Agent shall provide qualified and experienced store supervisors in connection with this Agreement or which, if adversely determined, would have a material adverse effect upon Agent’s ability to conduct the Saleperform its obligations under this Agreement. (d) Prior to The Sale shall be conducted in compliance with all applicable state and local laws, rules and regulations and Merchant’s leases and other agreements, except as provided for in the execution of this Agreement Sale Guidelines and the APA, the Merchant has provided the Agent reasonable access to all pricing and cost files, computer hardware, software and data files, inter-Store transfer logs, markdown schedules, invoices, style runs and all other documents relative to the price, mix and quantities of inventory located at the Stores which have been posted by the Merchant to the on-line data room made available to prospective bidders for the right to conduct the SaleApproval Order. (e) On the date immediately preceding the Inventory Date, the Agent has had and will have had the opportunity to inspect the Stores and the Merchandise.

Agent’s Representations, Warranties and Covenants. Each entity comprising the Agent hereby severally represents, warrants, warrants and covenants in favor of Merchant and Buyer as follows: (a) The Agent shall conduct Each entity comprising Agent: (i) is a limited liability company duly and validly existing and in good standing under the laws of the State of Delaware; (ii) has all requisite power and authority to carry on its business as presently conducted and to consummate the transactions contemplated hereby; (iii) is, and during the Sale Term will continue to be, duly authorized and qualified to do business and in accordance with applicable non-bankruptcy laws good standing in each jurisdiction where the nature of its business or properties requires such qualification, including all jurisdictions in which the Stores are located, except, in each case, to the extent that the failure to be in good standing or so qualified could not reasonably be expected to have a material adverse effect on the ability of Agent to execute and Merchant’s Leases deliver this Agreement and shall not change the Merchant’s procedures and practices currently employed, except as otherwise provided in the Sale Orderperform fully its obligations hereunder. (b) Agent has the right, power, power and authority to execute and deliver each of the Agency Documents to which it is a party and to perform fully its obligations thereunder. Agent has taken all necessary actions required to authorize the execution, delivery, delivery and performance of the Agency Documents, and no further consent or approval is required on the part of Agent for Agent to enter into and deliver the Agency Documents, to perform its obligations thereunder, thereunder and to consummate the Sale. Each of the Agency Documents has been duly executed and delivered by the Agent and, and constitutes the legal, valid, valid and binding obligation of Agent enforceable in accordance with its terms. No court order or decree of any federal, state, state or local governmental authority or regulatory body is in effect that would prevent or impair impair, or is required for for, Agent’s consummation of the transactions contemplated by this Agreement, and no consent of any third party which has not been obtained is required therefor therefor, other than as provided herein. No contract or other agreement to which Agent is a party or by which Agent is otherwise bound will prevent or impair the consummation of the transactions contemplated by this Agreement. (c) The No action, arbitration, suit, notice or legal administrative or other proceeding before any court or governmental body has been instituted by or against Agent, or has been settled or resolved or, to Agent’s Knowledge, has been threatened against or affects Agent, which questions the validity of this Agreement or any action taken or to be taken by Agent shall provide qualified and experienced store supervisors in connection with this Agreement or which, if adversely determined, would have a material adverse effect upon Agent’s ability to conduct the Saleperform its obligations under this Agreement. (d) Prior to The Sale shall be conducted in compliance with all applicable state and local laws, rules and regulations and Merchant’s leases and other agreements, except as otherwise provided for in the execution of this Agreement Sale Guidelines and the APA, the Merchant has provided the Agent reasonable access to all pricing and cost files, computer hardware, software and data files, inter-Store transfer logs, markdown schedules, invoices, style runs and all other documents relative to the price, mix and quantities of inventory located at the Stores which have been posted by the Merchant to the on-line data room made available to prospective bidders for the right to conduct the SaleApproval Order. (e) On Absent prior consent by the date immediately preceding Merchant, Agent will not cause any non-emergency repairs or maintenance (emergency repairs are repairs necessary to preserve the security of a Store premise or to ensure customer safety) to be conducted at the Stores. (f) To the best of Agent's Knowledge, all Additional Agent Goods are in compliance with all applicable federal, state or local product safety laws, rules and standards. All Additional Agent Goods shall be of like kind and no lesser quality to the Merchandise or Inventory Date, under Open Purchase Orders located in the Agent has had and will have had the opportunity to inspect the Stores and the MerchandiseStores.

Agent’s Representations, Warranties and Covenants. Each entity comprising the The Agent hereby severally represents, warrants, represents and warrants to and covenants in favor of Merchant as followswith the Companies that: (a) The Agent shall conduct it is duly qualified and registered to carry on business as a securities dealer in each of the Sale Qualifying Jurisdictions where the sale of the Special Warrants requires such qualification and/or registration in accordance with applicable non-bankruptcy laws a manner that permits the sale of the Special Warrants on a basis described in Section 5(b) and Merchant’s Leases it will ensure that any Selling Firm will be duly qualified and shall not change registered to carry on business as a securities dealer in each of the Merchant’s procedures and practices currently employed, except as otherwise provided Qualifying Jurisdictions where the sale of the Special Warrants requires such qualification and/or registration in a manner that permits the Sale Order.sale of the Special Warrants on a basis described in Section 5(b); (b) Agent has the right, powerit will, and authority to execute will ensure any Selling Firm will, offer and deliver each solicit offers for the purchase of the Agency Documents to which it is a party Special Warrants in compliance with Securities Laws and to perform fully its obligations thereunder. Agent has taken all necessary actions required to authorize the executiononly from such Persons and in such manner that no prospectus, deliveryregistration statement, and performance similar document or Offering Document in any Selling Jurisdiction will need be delivered or filed, other than any prescribed reports of the Agency Documents, issue and no further consent or approval is required on the part of Agent for Agent to enter into and deliver the Agency Documents, to perform its obligations thereunder, and to consummate the Sale. Each sale of the Agency Documents has been duly executed and delivered by the Agent Special Warrants and, constitutes in the legal, valid, and binding obligation of Agent enforceable in accordance with its terms. No court order or decree case of any federal, state, or local governmental authority or regulatory body is in effect that would prevent or impair or is required for Agent’s consummation of the transactions contemplated by this Agreement, and no consent of any third party which has not been obtained is required therefor jurisdiction other than as provided herein. No contract or other agreement to which Agent is a party or by which Agent is otherwise bound the Qualifying Jurisdictions, no continuous disclosure obligations will prevent or impair the consummation of the transactions contemplated by this Agreement.be created; (c) The Agent shall provide qualified it will, and experienced store supervisors to conduct will ensure any Selling Firm will, make any offers or sales of Special Warrants in accordance with the Sale.terms of this Agreement; (d) Prior it will conduct and will cause its affiliates. any Selling Firm and any Person acting on its behalf to the execution of this Agreement and the APA, the Merchant has provided the Agent reasonable access to all pricing and cost files, computer hardware, software and data files, inter-Store transfer logs, markdown schedules, invoices, style runs and all other documents relative to the price, mix and quantities of inventory located at the Stores which have been posted by the Merchant to the on-line data room made available to prospective bidders conduct activities in connection with arranging for the right to conduct offer and sale of the Sale.Special Warrants in compliance with Securities Laws; (e) On it will obtain from each Purchaser a completed and executed Subscription Agreement, together with all Subscription Documents as may be necessary in connection with subscriptions for Special Warrants to ensure compliance with Securities Laws; and (f) it will refrain from advertising the date immediately preceding the Inventory Date, the Agent has had Offering in: (i) printed media of general and will have had the opportunity to inspect the Stores and the Merchandise.regular paid circulation;

Agent’s Representations, Warranties and Covenants. Each entity comprising the Agent hereby severally represents, warrants, warrants and covenants in favor of Merchant Xxxxxxxx as follows: (a) The Agent shall conduct Each member of Agent: (i) is a limited liability company duly and validly existing and in good standing under the laws of the State of Delaware; (ii) has all requisite power and authority to carry on its business as presently conducted and to consummate the transactions contemplated hereby; (iii) is, and during the Sale Term will continue to be, duly authorized and qualified to do business and in accordance with applicable non-bankruptcy laws good standing in each jurisdiction where the nature of its business or properties requires such qualification, including all jurisdictions in which the Stores are located, except, in each case, to the extent that the failure to be in good standing or so qualified could not reasonably be expected to have a material adverse effect on the ability of Agent to execute and Merchant’s Leases deliver this Agreement and shall not change the Merchant’s procedures and practices currently employed, except as otherwise provided in the Sale Orderperform fully its obligations hereunder. (b) Agent Agent, and each member of Agent, has the right, power, power and authority to execute and deliver each of the Agency Documents to which it is a party and to perform fully its obligations thereunder. Agent has taken all necessary actions required to authorize the execution, delivery, delivery and performance of the Agency Documents, and no further consent or approval is required on the part of Agent for Agent to enter into and deliver the Agency Documents, to perform its obligations thereunder, thereunder and to consummate the Sale. Each of the Agency Documents has been duly executed and delivered by the Agent and, and constitutes the legal, valid, valid and binding obligation of Agent enforceable in accordance with its terms. No court order or decree of any federal, state, state or local governmental authority or regulatory body is in effect that would prevent or impair impair, or is required for for, Agent’s consummation of the transactions contemplated by this Agreement, and no consent of any third party which has not been obtained is required therefor therefor, other than as provided herein. No contract or other agreement to which Agent is a party or by which Agent is otherwise bound will prevent or impair the consummation of the transactions contemplated by this Agreement. (c) The No action, arbitration, suit, notice or legal administrative or other proceeding before any court or governmental body has been instituted by or against Agent shall provide qualified and experienced store supervisors or any member of Agent, or has been settled or resolved or, to conduct Agent’s knowledge, has been threatened against or affects Agent, which questions the Salevalidity of this Agreement or any action taken or to be taken by Agent in connection with this Agreement or which, if adversely determined, would have a material adverse effect upon Agent’s ability to perform its obligations under this Agreement. (d) Prior to The Sale shall be conducted in compliance with all applicable state and local laws, rules and regulations and Merchants' leases and other agreements, except as provided for in the execution of this Agreement Sale Guidelines and the APA, the Merchant has provided the Agent reasonable access to all pricing and cost files, computer hardware, software and data files, inter-Store transfer logs, markdown schedules, invoices, style runs and all other documents relative to the price, mix and quantities of inventory located at the Stores which have been posted by the Merchant to the on-line data room made available to prospective bidders for the right to conduct the SaleApproval Order. (e) On Absent prior consent by the date immediately preceding Merchant, Agent will not cause any non-emergency repairs or maintenance (emergency repairs are repairs necessary to preserve the Inventory Datesecurity of a Store premise or to ensure customer safety) to be conducted at the Stores. (f) To the best of Agent's knowledge, all Additional Agent Merchandise is in compliance with all applicable federal, state or local product safety laws, rules and standards. All Additional Agent Merchandise shall be of like kind and quality as is customarily sold in the Agent has had and will have had the opportunity to inspect the Stores and the MerchandiseStores.

Agent’s Representations, Warranties and Covenants. Each entity comprising the Agent hereby severally represents, warrants, warrants and covenants in favor of Merchant as follows: (a) The Agent shall conduct (and each member thereof): (i) is a corporation, partnership, or limited liability company, as the case may be, duly and validly existing and in good standing under the laws of the State of its organization; (ii) has all requisite power and authority to carry on its business as presently conducted and to consummate the transactions contemplated hereby; and (iii) is and during the Sale Term will continue to be duly authorized and qualified as a foreign company to do business and in accordance with applicable non-bankruptcy laws and Merchant’s Leases and shall not change good standing in each jurisdiction where the Merchant’s procedures and practices currently employed, except as otherwise provided in the Sale Ordernature of its business or properties requires such qualification. (b) Agent has the right, power, power and authority to execute and deliver each of the Agency Documents to which it is a party and to perform fully its obligations thereunder. Agent has taken all necessary actions required to authorize the execution, delivery, and performance of the Agency Documents, and no further consent or approval is required on the part of Agent for Agent to enter into and deliver the Agency Documents, to perform its obligations thereunder, and to consummate the Sale. Each of the Agency Documents has been duly executed and delivered by the Agent and, constitutes the legal, valid, valid and binding obligation of Agent enforceable in accordance with its terms. No court order or decree of any federal, stateprovincial, state or local governmental authority or regulatory body is in effect that would prevent or impair or is required for Agent’s consummation of the transactions contemplated by this Agreement, and no consent of any third party which has not been obtained is required therefor other than as provided herein. No contract or other agreement to which Agent is a party or by which Agent is otherwise bound will prevent or impair the consummation of the transactions contemplated by this Agreement. (c) The Agent shall provide qualified and experienced store supervisors No action, arbitration, suit, notice, or legal administrative or other proceeding before any court or governmental body has been instituted by or against Agent, or has been settled or resolved, or to conduct Agent’s knowledge, has been threatened against or affects Agent, which questions the Sale. (d) Prior to the execution validity of this Agreement and the APAor any action taken or to be taken by Agent in connection with this Agreement, the Merchant has provided the Agent reasonable access or which if adversely determined, would have a material adverse effect upon Agent’s ability to all pricing and cost files, computer hardware, software and data files, inter-Store transfer logs, markdown schedules, invoices, style runs and all other documents relative to the price, mix and quantities of inventory located at the Stores which have been posted by the Merchant to the on-line data room made available to prospective bidders for the right to conduct the Saleperform its obligations under this Agreement. (e) On the date immediately preceding the Inventory Date, the Agent has had and will have had the opportunity to inspect the Stores and the Merchandise.

Agent’s Representations, Warranties and Covenants. Each entity comprising the Agent hereby severally represents, warrants, warrants and covenants in favor of Merchant as follows: (a) The Agent shall conduct (i) is a limited liability company duly and validly existing and in good standing under the laws of the State of Delaware; (ii) has all requisite power and authority to carry on its business as presently conducted and to consummate the transactions contemplated hereby; and (iii) is and during the Sale Term will continue to be duly authorized and qualified as a foreign company to do business and in accordance with applicable non-bankruptcy laws and Merchant’s Leases and shall not change good standing in each jurisdiction where the Merchant’s procedures and practices currently employed, except as otherwise provided in the Sale Ordernature of its business or properties requires such qualification. (b) Agent has the right, power, power and authority to execute and deliver each of the Agency Documents to which it is a party and to perform fully its obligations thereunder. Agent has taken all necessary actions required to authorize the execution, delivery, and performance of the Agency Documents, and no further consent or approval is required on the part of Agent for Agent to enter into and deliver the Agency Documents, to perform its obligations thereunder, and to consummate the Sale. Each of the Agency Documents has been duly executed and delivered by the Agent and, and constitutes the legal, valid, valid and binding obligation of Agent enforceable in accordance with its terms. No court order or decree of any federal, stateprovincial, state or local governmental authority or regulatory body is in effect that would prevent or impair or is required for Agent’s consummation of the transactions contemplated by this Agreement, and no consent of any third party which has not been obtained is required therefor other than as provided herein. No contract or other agreement to which Agent is a party or by which Agent is otherwise bound will prevent or impair the consummation of the transactions contemplated by this Agreement. (c) The Agent shall provide qualified and experienced store supervisors No action, arbitration, suit, notice, or legal administrative or other proceeding before any court or governmental body has been instituted by or against Agent, or has been settled or resolved, or to conduct Agent’s knowledge, has been threatened against or affects Agent, which questions the Sale. (d) Prior to the execution validity of this Agreement and the APAor any action taken or to be taken by Agent in connection with this Agreement, the Merchant has provided the Agent reasonable access or which if adversely determined, would have a material adverse effect upon Agent’s ability to all pricing and cost files, computer hardware, software and data files, inter-Store transfer logs, markdown schedules, invoices, style runs and all other documents relative to the price, mix and quantities of inventory located at the Stores which have been posted by the Merchant to the on-line data room made available to prospective bidders for the right to conduct the Saleperform its obligations under this Agreement. (e) On the date immediately preceding the Inventory Date, the Agent has had and will have had the opportunity to inspect the Stores and the Merchandise.