Representations and Warranties of Company Parties. Each Company Party severally, and not jointly, represents and warrants that, as of the date such Company Party executes and delivers this Agreement:
Representations and Warranties of Company Parties. In order to induce the Trustee to enter into this Third Supplemental Indenture, each Company Party hereby represents and warrants that:
Representations and Warranties of Company Parties. In order to induce the Trustee to enter into this Fifth Supplemental Indenture, each Company Party hereby represents and warrants that:
Representations and Warranties of Company Parties. Each of the Company Parties severally, and not jointly, represents and warrants that, as of the date hereof and as of the Agreement Effective Date:
Representations and Warranties of Company Parties. Each of the Company Parties represents, warrants, and covenants to each other Party that, as of the Execution Date and as of the Plan Effective Date:
Representations and Warranties of Company Parties. Each Company Party (severally and not jointly) represents and warrants that as of the date such Company Party executes and delivers this Agreement: (a) to the best of its knowledge having made all reasonable inquiries, no order has been made, petition presented, or resolution passed for the winding up of or appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of it or any other Company Party or other member of the Consolidated Group, and no analogous procedure has been commenced in any jurisdiction; (b)except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with any other Person with respect to Company Claims or Existing Equity Interests that have not been disclosed to all Parties to this Agreement; (c) it is not party to any asset sale or investment agreements with any other Person with respect to Company Claims or Existing Equity Interests that have not been disclosed to all Parties to this Agreement; 35 EXECUTION VERSION (d) the issuance of the Rights and the issuance of the Rights Offering Shares upon the exercise thereof shall qualify for exemption, and shall be exempt, from registration under the Securities Act; (e) to the knowledge of any Company Party, neither it nor any of its subsidiaries has undergone an “ownership change,” as defined in section 382(g) of the Internal Revenue Code of 1986 (as amended), since January 1, 2016; (f) all existing Compensation Arrangements of the members of the Consolidated Group have been disclosed to counsel to the Ad Hoc Noteholder Group; (g) there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Company Party after reasonable inquiry, threatened or contemplated, at Law, in equity, in arbitration or before any Governmental Entity or regulatory division, by or against Ascent or any of its subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, any other Definitive Document, or the consummation of the Restructuring, or (b) either individually or in the aggregate, would reasonably be expected to: (i) have a material adverse effect upon, or result in a material adverse change in, the operations, business, properties, liabilities (actual or contingent), or financial condition of the Company Parties or Reorganized Monitronics and its subsidiaries taken as a whole; (ii) cause...
Representations and Warranties of Company Parties. Company Parties jointly represent and warrant to and for the benefit of the Purchaser as follows:
Representations and Warranties of Company Parties. The Company Parties, jointly and severally, represent and warrant to Buyer that the following representations and warranties contained in this Article III are true and correct as of the Closing Date, as of the First Adjustment Date and as of the Second Adjustment Date:
Representations and Warranties of Company Parties. The Company Parties, jointly and severally, hereby represent and warrant to Buyer as follows:
Representations and Warranties of Company Parties. Except as disclosed in all of the reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) filed with the Securities and Exchange Commission by the Company Parties’ (the “SEC Documents”) and publicly available on the United States Securities and Exchange Commission’s (the “Commission”) Electronic Data-Gathering, Analysis and Retrieval system prior to the date hereof, each of the Company Parties, jointly and severally, on the date hereof and on each date for which a Draw Notice is delivered, each of the Issuer, WeWork and WW Co-Obligor, as applicable, represents and warrants to Investor the following. Capitalized terms used in this Section but not otherwise defined herein shall have the meanings ascribed to such terms in the Backstop Commitment Agreement.”
