REPRESENTATIONS AND WARRANTIES OF BLACKSTONE Sample Clauses

REPRESENTATIONS AND WARRANTIES OF BLACKSTONE. Each of the Blackstone sellers hereby makes the following representations and warranties to the Company.

REPRESENTATIONS AND WARRANTIES OF BLACKSTONE. Each Blackstone Party hereby represents, warrants and covenants to Xxxxxxx that, as of the date hereof and as of the Closing:

REPRESENTATIONS AND WARRANTIES OF BLACKSTONE. Blackstone hereby represents and warrants to H&F that, except as contained in this Agreement, (i) no Other Investor or other Stockholder (other than a holder of Management Shares) that beneficially owns (within the meaning of Rule 13d-5 of the Exchange Act), whether directly or indirectly, an aggregate amount of Company Shares equal to or less than those beneficially owned (within the meaning of Rule 13d-5 of the Exchange Act) by H&F as of the date hereof, is entitled to, or has been granted or received, whether directly or indirectly, whether pursuant to any stockholder arrangements, partnership arrangements, side letter, or otherwise, any rights, powers, privileges and/or other benefits of any kind (including, for the avoidance of doubt, as to the transferability, survival and/or termination of any rights, powers, privileges and/or other benefits) arising from, related to, or in connection with its beneficial ownership (within the meaning of Rule 13d-5 of the Exchange Act) of Company Shares that, individually or in the aggregate, are more favorable than the rights, powers, privileges and/or other benefits granted to H&F herein and (ii) no agreement, side letter, understanding or other arrangement exists with respect thereto (other than agreements between the Company and Managers).

REPRESENTATIONS AND WARRANTIES OF BLACKSTONE. All representations and warranties of Blackstone and Company in this Agreement shall be true and correct in all material respects when made and shall continue to be true and correct in all material respects as of each Closing Date, except for changes that have been approved in writing by Steadfast.

REPRESENTATIONS AND WARRANTIES OF BLACKSTONE. (A) Blackstone represents and warrants that it understands that this is a full and final general release. (B) Blackstone further represents and warrants that (i) Blackstone is acquiring the Series C Preferred Shares solely for its own account and not with a view to their distribution in violation of the registration provisions of the Securities Act of 1933, as amended, and the Rules and Regulations thereunder (collectively, the "Act"). (ii) Blackstone is a Qualified Institutional Buyer, or "QIB" (as defined in Rule 144A under the Act) and that its present and anticipated financial position permits it to purchase the Series C Preferred Shares and to hold the Series C Preferred Shares indefinitely for investment purposes. (iii) Blackstone acknowledges that (a) The availability of the exemption from registration under the Act relied upon by the Company in issuing the Series C Preferred Shares is dependent, in part, upon the truth of the representations made herein. (b) It is thoroughly familiar with the business of the Company and has made all investigations which it deems necessary or desirable. (c) The Series C Preferred Shares are not registered under the Act or under any applicable state securities law and must be held indefinitely unless they are subsequently so registered or unless an exemption from such registration is available. (d) The Company is under no obligation to register the Series C Preferred Shares under any circumstances or to attempt to make available any exemption from registration under the Act or any applicable state securities law, at Blackstone's expense or otherwise. (e) The Series C Preferred Shares are currently held in book entry under CUSIP Number 705904407, which is the CUSIP number used for Xxxxxx X Preferred Shares sold in a Rule 144A private offering. If Blackstone requests a physical stock certificate, Blackstone acknowledges that the Company may legend the physical stock certificate in accordance with the Certificate of Designation of the Series C Preferred Shares. (f) If, at a time when registration is required, it is legally permissible for Blackstone to sell the Series C Preferred Shares privately without registration, any Series C Preferred Shares so sold will be restricted in the hands of the purchaser.