NOTEHOLDER REPRESENTATIONS AND WARRANTIES. As a material inducement to the Company to enter into this Agreement and consummate the exchange contemplated hereby, the Noteholder represents, warrants and covenants with and to the Company as follows:
NOTEHOLDER REPRESENTATIONS AND WARRANTIES. The Noteholder hereby represents and warrants to and agrees with the Company with respect only to such Noteholder that:
NOTEHOLDER REPRESENTATIONS AND WARRANTIES. Section 5.1. Cascade represents that it holds all of the outstanding principal amount of the Note.
NOTEHOLDER REPRESENTATIONS AND WARRANTIES. As of the date hereof, Noteholder hereby represents and warrants to the Company that:
(a) Noteholder is the beneficial owner of the Note free and clear of any liens, security interests, encumbrances or other like items and is conveying good title to the Note back to the Company. The Note is the only Promissory Note that Noteholder holds in relation to Company and that there is no further indebtedness owed by the Company to Noteholder.
(b) Noteholder, either alone or with the assistance of the appropriate professional advisors, is a sophisticated investor, is able to fend for himself/herself/itself in the transactions contemplated by this Agreement and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of this investment. Noteholder has the ability to accept the high risk and lack of liquidity inherent in this type of investment. Noteholder’s financial condition is such that Noteholder can afford to bear the economic risk of holding Preferred Stock, and to suffer a complete loss of Noteholder’s investment in the Company represented by Preferred Stock.
NOTEHOLDER REPRESENTATIONS AND WARRANTIES. As of the date hereof, Noteholder represents and warrants the following:
(a) As of the date hereof, Noteholder is the legal owner of the Note, has not assigned, pledged, or transferred in any manner, to any other person or entity, any right, title, or interest to the Note, Interest owing under the Note, or any of the Noteholder Claims.
(b) Noteholder has the requisite power and authority to enter into this Agreement, and is not required to affix any seal hereto that it has not so affixed.
(c) Noteholder recognizes that acquiring the Consideration involves a high degree of risk, is suitable only for persons of adequate financial means, and that it may not be possible to liquidate the investment in the event of emergency, transferability is extremely limited, and in the event of a disposition, a complete loss of investment could occur. Noteholder understands that the value of the Consideration depends upon Xx’s then-prevailing market price, and that such value as of the Effective Date may be materially different from its value as of the date hereof, and has accepted this risk.
(d) Noteholder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), is competent to and does understand the nature of the investment, and is able to bear the economic risk of the investment.
(e) Noteholder has had an opportunity to request all information desired to evaluate the merits and risks of the investment. All information regarding the Company which was requested or desired by Noteholder has been furnished, all other documents which could be reasonably provided have been made available for inspection and review, and Noteholder believes that such information is sufficient to make an informed decision with respect to acquiring the Consideration. Noteholder is not making this investment in reliance upon any investment advice or recommendation from the Company or its representatives but has consulted, to the extent desired, Noteholder’s own legal, tax and other advisors with respect to the investment.
(f) Noteholder understands that Ra is not a party to this agreement, and that the Company is not able to make assurances or supply information regarding Ra or its securities to Noteholder beyond such information as has been made available publicly by Ra through its SEC filings and its website, and Noteholder believes that such information is suffici...
NOTEHOLDER REPRESENTATIONS AND WARRANTIES. The Noteholder hereby represents, warrants, and covenants to the Company that (i) the execution, delivery, and performance of this Agreement and all other documents executed and/or delivered in connection herewith have been authorized by all requisite action on the part of Noteholder and will not violate the organizational or governing documents of Noteholder; and (ii) no consent, approval, authorization, or order of any court, governmental agency, or body having jurisdiction over Noteholder or of any other person is required for the execution by Noteholder of this Agreement or compliance and performance by Noteholder of its obligations hereunder.
NOTEHOLDER REPRESENTATIONS AND WARRANTIES. 5.1. Each Noteholder separately represents that it holds the principal amount of Notes set forth opposite its signature block below.
NOTEHOLDER REPRESENTATIONS AND WARRANTIES. The Noteholder hereby represents and warrants to and agrees with the Company with respect only to such Noteholder that:
(a) Organization and Standing of the Noteholder. Noteholder, to the extent applicable, is an entity duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.
NOTEHOLDER REPRESENTATIONS AND WARRANTIES. The Noteholder represents and warrants to, and covenants and agrees with, the Company as follows:
2.1 The Noteholder is the legal owner and holder of the Exchange Notes and will deliver the Exchange Notes free and clear of all liens, claims encumbrances, and security interests;
2.2 The Noteholder has all necessary power and authority to execute and deliver this Agreement and to consummate the transaction contemplated herein;
2.3 The Noteholder is in compliance with any and all U. S. securities laws as such laws might apply to the Exchange Notes, and participation by the Noteholder in the transactions contemplated herein does not and will not violate such securities laws;
2.4 The Noteholder is acquiring the Promissory Notes for its own account for investment only and not with a view towards the public sale or distribution thereof;
2.5 This Agreement has been duly and validly authorized, executed and delivered on behalf of the Noteholder and is a valid and binding agreement of the Noteholder enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally.
NOTEHOLDER REPRESENTATIONS AND WARRANTIES. Each Noteholder, severally and not jointly, hereby represents and warrants to the Company that, as of the date hereof, as of the Exchange Date and as of the APA Closing:
i. Such Noteholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Noteholder and the consummation by such Noteholder of the transactions contemplated hereby have been duly and validly authorized by its board of directors or other governing body, and/or no other proceedings on its part are necessary to authorize this Agreement or to consummate such transactions. This Agreement has been duly and validly executed and delivered by such Noteholder and, assuming due authorization, execution and delivery by the other parties hereto, constitutes its legal, valid and binding obligation, enforceable against such Noteholder in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally or by general principles governing the availability of equitable remedies, and, in the case of Common Pension Fund D, subject to the New Jersey Tort Claims Act (N.J.
