Common use of Covenants, Representations and Warranties of the Company Clause in Contracts

Covenants, Representations and Warranties of the Company. (a) The Company hereby represents and warrants to the Stockholder that, as of the date hereof and of any date during the effectiveness of this Agreement: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority (corporate or otherwise) and full legal right to execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by it and constitutes a valid and binding agreement enforceable against it in accordance with its terms except (x) as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights, and (y) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (ii) it is not in liquidation or receivership and, to the best of its knowledge, no proceedings have been initiated to accomplish its liquidation, bankruptcy, insolvency or receivership; (iii) none of the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof will (A) conflict with or result in any breach of the organizational documents of the Company, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, agreement or other instrument or obligation of any kind to which the Company is a party or by which the Company or any of its properties or assets may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, role or regulation applicable to the Company or any of its properties or assets; except, in the case of clauses (B) and (C), for violations, breaches and defaults that, individually and in the aggregate, would not materially impair the ability of the Company to perform its obligations hereunder; and (iv) the Transaction and the Offer have not been restrained, enjoined or otherwise prohibited or made illegal by any applicable law, including any order, injunction, decree or judgment of any court or other governmental authority; and no such law that would have such an effect has been promulgated, entered, issued or determined by any court or other governmental authority to be applicable to the Transaction or the Offer. No action or proceeding is pending or threatened by any governmental authority or other person before any court or other governmental authority to restrain, enjoin or otherwise prevent the consummation of the Transaction or the Offer, or to recover any material damages or obtain other material relief as a result of the Transaction or the Offer, or that otherwise relates to the application of any such law. (b) The Company hereby covenants and agrees with the Stockholder that, during the effectiveness of this Agreement: (i) it shall use commercially reasonable efforts to obtain all regulatory, governmental, administrative, and other third party consents or approvals necessary for the consummation of the Transaction; (ii) it shall use commercially reasonable efforts, subject to the satisfaction or waiver (if permitted and required) of the conditions precedent to the Exchange Offer, to cause the Exchange Offer to be consummated within the time frames set forth in the Information Statement or as soon thereafter as reasonably practicable; (iii) it shall use commercially reasonable efforts to cause Symphony to complete the Offer and all related transactions as described, and within the time frames set forth in, the Information Statement; (iv) it shall not, without the prior written consent of the Stockholder: (x) initiate any offer for the Preferred Stock or (y) otherwise seek to restructure or recapitalize, in each case except through the Transaction; and (v) it shall not take any action or omit to take any action, which action or omission would result in a material breach of any of the representations and warranties set forth in Section 6(a).

Covenants, Representations and Warranties of the Company. (a) The Company hereby represents and warrants to the Stockholder that, as of the date hereof and of any date during the effectiveness of this Agreement: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority (corporate or otherwise) and full legal right to execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by it and constitutes a valid and binding agreement enforceable against it in accordance with its terms except (x) as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ ' rights, and (y) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (ii) it is not in liquidation or receivership and, to the best of its knowledge, no proceedings have been initiated to accomplish its liquidation, bankruptcy, insolvency or receivership; (iii) none of the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof will (A) conflict with or result in any breach of the organizational documents of the Company, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, agreement or other instrument or obligation of any kind to which the Company is a party or by which the Company or any of its properties or assets may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, role or regulation applicable to the Company or any of its properties or assets; except, in the case of clauses (B) and (C), for violations, breaches and defaults that, individually and in the aggregate, would not materially impair the ability of the Company to perform its obligations hereunder; and (iv) the Transaction and the Offer have not been restrained, enjoined or otherwise prohibited or made illegal by any applicable law, including any order, injunction, decree or judgment of any court or other governmental authority; and no such law that would have such an effect has been promulgated, entered, issued or determined by any court or other governmental authority to be applicable to the Transaction or the Offer. No action or proceeding is pending or threatened by any governmental authority or other person before any court or other governmental authority to restrain, enjoin or otherwise prevent the consummation of the Transaction or the Offer, or to recover any material damages or obtain other material relief as a result of the Transaction or the Offer, or that otherwise relates to the application of any such law. (b) The Company hereby covenants and agrees with the Stockholder that, during the effectiveness of this Agreement: (i) it shall use commercially reasonable efforts to obtain all regulatory, governmental, administrative, and other third party consents or approvals necessary for the consummation of the Transaction; (ii) it shall use commercially reasonable efforts, subject to the satisfaction or waiver (if permitted and required) of the conditions precedent to the Exchange Offer, to cause the Exchange Offer to be consummated within the time frames set forth in the Information Statement or as soon thereafter as reasonably practicable; (iii) it shall use commercially reasonable efforts to cause Symphony to complete the Offer and all related transactions as described, and within the time frames set forth in, the Information Statement; (iv) it shall not, without the prior written consent of the Stockholder: (x) initiate any offer for the Preferred Stock or (y) otherwise seek to restructure or recapitalize, in each case except through the Transaction; and (v) it shall not take any action or omit to take any action, which action or omission would result in a material breach of any of the representations and warranties set forth in Section 6(a).

Covenants, Representations and Warranties of the Company. (a) The Company hereby represents and warrants to the Stockholder that, as of the date hereof and of any date during the effectiveness of this Agreement: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority (corporate or otherwise) and full legal right to execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by it and constitutes a valid and binding agreement enforceable against it in accordance with its terms except (x) as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ ' rights, and (y) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (ii) it is not in liquidation or receivership and, to the best of its knowledge, no proceedings have been initiated to accomplish its liquidation, bankruptcy, insolvency or receivership; (iii) none of the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof will (A) conflict with or result in any breach of the organizational documents of the Company, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, agreement or other instrument or obligation of any kind to which the Company is a party or by which the Company or any of its properties or assets may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, role or regulation applicable to the Company or any of its properties or assets; except, in the case of clauses (B) and (C), for violations, breaches and defaults that, individually and in the aggregate, would not materially impair the ability of the Company to perform its obligations hereunder; and (iv) the Transaction and the Offer have not been restrained, enjoined or otherwise prohibited or made illegal by any applicable law, including any order, injunction, decree or judgment of any court or other governmental authority; and no such law that would have such an effect has been promulgated, entered, issued or determined by any court or other governmental authority to be applicable to the Transaction or the Offer. No action or proceeding is pending or threatened by any governmental authority or other person before any court or other governmental authority to restrain, enjoin or otherwise prevent the consummation of the Transaction or the Offer, or to recover any material damages or obtain other material relief as a -6-NEXT PAGE result of the Transaction or the Offer, or that otherwise relates to the application of any such law. (b) The Company hereby covenants and agrees with the Stockholder that, during the effectiveness of this Agreement: (i) it shall use commercially reasonable efforts to obtain all regulatory, governmental, administrative, and other third party consents or approvals necessary for the consummation of the Transaction; (ii) it shall use commercially reasonable efforts, subject to the satisfaction or waiver (if permitted and required) of the conditions precedent to the Exchange Offer, to cause the Exchange Offer to be consummated within the time frames set forth in the Information Statement or as soon thereafter as reasonably practicable; (iii) it shall use commercially reasonable efforts to cause Symphony to complete the Offer and all related transactions as described, and within the time frames set forth in, the Information Statement; (iv) it shall not, without the prior written consent of the Stockholder: (x) initiate any offer for the Preferred Stock or (y) otherwise seek to restructure or recapitalize, in each case except through the Transaction; and (v) it shall not take any action or omit to take any action, which action or omission would result in a material breach of any of the representations and warranties set forth in Section 6(a).

Covenants, Representations and Warranties of the Company. (a) The Company hereby represents and warrants to the Stockholder that, as of the date hereof and of any date during the effectiveness of this Agreement: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority (corporate or otherwise) and full legal right to execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by it and constitutes a valid and binding agreement enforceable against it in accordance with its terms except (x) as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ ' rights, and (y) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (ii) it is not in liquidation or receivership and, to the best of its knowledge, no proceedings have been initiated to accomplish its liquidation, bankruptcy, insolvency or receivership; (iii) none of the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof will (A) conflict with or result in any breach of the organizational documents of the Company, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, agreement or other instrument or obligation of any kind to which the Company is a party or by which the Company or any of its properties or assets may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, role or regulation applicable to the Company or any of its properties or assets; except, in the case of clauses (B) and (C), for violations, breaches and defaults that, individually and in the aggregate, would not materially impair the ability of the Company to perform its obligations hereunder; and (iv) the Transaction and the Offer have not been restrained, enjoined or otherwise prohibited or made illegal by any applicable law, including any order, injunction, decree or judgment of any court or other governmental authority; and no such law that would have such an effect has been promulgated, entered, issued or -6-NEXT PAGE determined by any court or other governmental authority to be applicable to the Transaction or the Offer. No action or proceeding is pending or threatened by any governmental authority or other person before any court or other governmental authority to restrain, enjoin or otherwise prevent the consummation of the Transaction or the Offer, or to recover any material damages or obtain other material relief as a result of the Transaction or the Offer, or that otherwise relates to the application of any such law. (b) The Company hereby covenants and agrees with the Stockholder that, during the effectiveness of this Agreement: (i) it shall use commercially reasonable efforts to obtain all regulatory, governmental, administrative, and other third party consents or approvals necessary for the consummation of the Transaction; (ii) it shall use commercially reasonable efforts, subject to the satisfaction or waiver (if permitted and required) of the conditions precedent to the Exchange Offer, to cause the Exchange Offer to be consummated within the time frames set forth in the Information Statement or as soon thereafter as reasonably practicable; (iii) it shall use commercially reasonable efforts to cause Symphony to complete the Offer and all related transactions as described, and within the time frames set forth in, the Information Statement; (iv) it shall not, without the prior written consent of the Stockholder: (x) initiate any offer for the Preferred Stock or (y) otherwise seek to restructure or recapitalize, in each case except through the Transaction; and (v) it shall not take any action or omit to take any action, which action or omission would result in a material breach of any of the representations and warranties set forth in Section 6(a).

Covenants, Representations and Warranties of the Company. (a) The Company hereby represents and warrants to the Stockholder that, as of the date hereof and of any date during the effectiveness of this Agreement: (i) : it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority (corporate or otherwise) and full legal right to execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by it and constitutes a valid and binding agreement enforceable against it in accordance with its terms except (x) as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ ' rights, and (y) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (ii) ; it is not in liquidation or receivership and, to the best of its knowledge, no proceedings have been initiated to accomplish its liquidation, bankruptcy, insolvency or receivership; (iii) ; none of the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof will (A) conflict with or result in any breach of the organizational documents of the Company, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, agreement or other instrument or obligation of any kind to which the Company is a party or by which the Company or any of its properties or assets may be bound, or (C) violate any order, writ, injunction, decree, judgment, statute, role or regulation applicable to the Company or any of its properties or assets; except, in the case of clauses (B) and (C), for violations, breaches and defaults that, individually and in the aggregate, would not materially impair the ability of the Company to perform its obligations hereunder; and (iv) and the Transaction and the Offer have not been restrained, enjoined or otherwise prohibited or made illegal by any applicable law, including any order, injunction, decree or judgment of any court or other governmental authority; and no such law that would have such an effect has been promulgated, entered, issued or determined by any court or other governmental authority to be applicable to the Transaction or the Offer. No action or proceeding is pending or threatened by any governmental authority or other person before any court or other governmental authority to restrain, enjoin or otherwise prevent the consummation of the Transaction or the Offer, or to recover any material damages or obtain other material relief as a result of the Transaction or the Offer, or that otherwise relates to the application of any such law. (b) . The Company hereby covenants and agrees with the Stockholder that, during the effectiveness of this Agreement: (i) : it shall use commercially reasonable efforts to obtain all regulatory, governmental, administrative, and other third party consents or approvals necessary for the consummation of the Transaction; (ii) ; it shall use commercially reasonable efforts, and subject to the satisfaction or waiver (if permitted and required) of the conditions precedent to the Exchange Offer, to cause the Exchange Offer and all related transactions to be consummated within the time frames set forth in the Information Statement or as soon thereafter as reasonably practicable; (iii) ; it shall use commercially reasonable efforts to cause Symphony to complete the Offer and all related transactions as described, and within the time frames set forth in, the Information Statement; (iv) ; it shall not, without the prior written consent of the Stockholder: (x) initiate any offer for the Preferred Stock or (y) otherwise seek to restructure or recapitalize, in each case except through the Transaction; and (v) and it shall not take any action or omit to take any action, which action or omission would result in a material breach of any of the representations and warranties set forth in Section 6(a).