REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES. Each Seller Party hereby represents and warrants to the Collateral Agent, the Managing Agents and the Purchasers, as to itself, that:

REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES. In order to induce the Agents, the Purchasers and the Servicer to enter into this Amendment, (i) each of the Seller Parties hereby represents and warrants to the Agents and the Purchasers, as to itself or on its own behalf, as applicable, as of the date hereof: (a) The execution and delivery by such Seller Party of this Amendment and the performance of its obligations hereunder and under the Agreement as amended hereby are within its corporate powers and authority and have been duly authorized by all necessary corporate or limited liability company action on its part; (b) this Amendment has been duly executed and delivered by such Seller Party; (c) this Amendment and the Agreement as amended hereby constitute the legally valid and binding obligations of such Seller Party enforceable against such Seller Party in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (d) as of the date hereof, the representations and warranties set forth in Section 5.1 of the Agreement are true and correct as though made on and as of the date hereof; and (e) as of the date hereof, and after giving effect to this Amendment, no event has occurred and is continuing, or would result from this Amendment, that will constitute an Amortization Event or a Potential Amortization Event.

REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES. Except as otherwise set forth in the Disclosure Schedule, Seller Parties represent and warrant to Buyer as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES. The Seller Parties hereby jointly and severally represent and warrant to Buyer as of the date hereof that each of the statements contained in this ARTICLE II is true and correct, except as otherwise set forth in the section of the disclosure schedule delivered by Seller to Buyer concurrently herewith (the “Seller Disclosure Schedule”) corresponding to such section in this ARTICLE II, as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES. Seller Parties, jointly and severally, represent and warrant to Buyer as of the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES. Each of the Seller Parties hereby represents and warrants to the Agents and the Purchasers, as to itself or on its own behalf, as applicable, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES. Each of the Seller Parties (except that with respect to DR, the clarification made in section 3.7 shall apply) hereby, jointly and severally, represents and warrants to the Purchaser and ML, as of the date hereof, that: 3.1 Each Seller Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each Seller Party has requisite corporate or equivalent power and authority to execute this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by each Seller Party has been duly authorized by all requisite corporate action on the part of that Seller Party. 3.2 This Agreement has been duly and validly executed and delivered by each of the Seller Parties and this Agreement constitutes a valid and legally binding obligation of each of the Seller Parties enforceable against each of the Seller Parties in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 3.3 The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not: (i) result in the breach of, conflict with, constitute a default under, or result in the termination or acceleration of (whether after the filing of notice or lapse of time or both), any agreement (including, without limitation, the Fourth Amended and Restated Stockholders Agreement, dated as of March 29, 2005, by and among DR and its stockholders (the “Stockholders Agreement”)), instrument of indebtedness or other obligation to which any Seller Party is a party or by which it is bound or to which its securities or assets is subject, or result in the creation of any lien, encumbrance or claim upon said securities or assets; (ii) violate any provision of the certificate of incorporation or bylaws of any of the Seller Parties; or (iii) contravene or violate any Law, rule or regulation or any order, writ, judgment, injunction or decree to which any of the Seller Parties or any of its respective securities or assets is subject. 3.4 No consent, approval or authorization of, or filing or registration with, or notice to, any governmental authority or any third party on the part of any of the Seller Parties is required in connection with the execution and delivery of this Agreement, or the consummation of any of the tran...

REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES. As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated herein, the Seller Parties hereby represent and warrant to Buyer, as of the date hereof and also at and as of the Closing Date as though then made (except to the extent such representations and warranties speak as of a particular date, in which case such representations and warranties shall be made only as of such particular date) as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES. Seller Parties hereby jointly and severally represent and warrant to Purchaser as of the date hereof (unless specifically stated otherwise), as follows: