REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. Each Backstop Party represents and warrants as to itself only (unless otherwise set forth herein, as of the date of this Agreement and as of the Closing Date) as set forth below.
REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. Each of the Backstop Parties severally represents and warrants to, and agrees with, the Company as set forth below. Each representation, warranty and agreement is made as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. Each Backstop Party represents and warrants as to itself only as set forth below.
REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. Each Backstop Party, severally and not jointly, hereby represents and warrants to the Debtors as set forth in this Section 4. Each representation and warranty of each Backstop Party is made as of the Execution Date and as of the Effective Date:
REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. Each Backstop Party severally, and not jointly, represents and warrants solely with respect to itself to the Company that:
REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. Each Backstop Party (other than Parent) represents and warrants, as to itself and no other Backstop Party, to Parent that the following statements are true, correct, and complete:
REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. 37 Section 5.1 Organization 37 Section 5.2 Organizational Power and Authority 38 Section 5.3 Execution and Delivery 38 Section 5.4 No Conflict 38 Section 5.5 Consents and Approvals 38 Section 5.6 No Registration 38 Section 5.7 Purchasing Intent 39 Section 5.8 Sophistication; Investigation 39 Section 5.9 No Broker’s Fees 39 Section 5.10 Sufficient Funds 39
REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. 37 Section 5.1 Incorporation 37 Section 5.2 Corporate Power and Authority 37 Section 5.3 Execution and Delivery 37 Section 5.4 No Conflict 37 Section 5.5 Consents and Approvals 38 Section 5.6 No Registration 38 Section 5.7 Purchasing Intent 38 Section 5.8 Sophistication; Investigation 38 Section 5.9 No Broker’s Fees 39 Section 5.10 Owned Debtor Claims 39 Section 5.11 Sufficiency of Funds 39 Section 5.12 Legal Proceedings 40 Section 5.13 Arm’s Length 40 ARTICLE VI ADDITIONAL COVENANTS 40 Section 6.1 BCA Approval Order and Disclosure Statement Order 40 Section 6.2 Confirmation Order; Plan and Disclosure Statement 40 Section 6.3 Conduct of Business 41 Section 6.4 Antitrust Approval 41 Section 6.5 Access to Information 42 Section 6.6 Financial Information 42 Section 6.7 Reasonable Efforts 43 Section 6.8 Exit ABL Revolver Financing; First Lien High Yield Notes 44 Section 6.9 New Board of Directors; Senior Management 45 Section 6.10 Blue Sky 45 Section 6.11 No Integration; No General Solicitation 45 Section 6.12 DTC Eligibility 45 Section 6.13 Use of Proceeds 46 Section 6.14 Note Legend 46 Section 6.15 Available Liquidity 46 Section 6.16 Compliance at Xxxxxx Facility and Periodic Updates 47 Section 6.17 Regulatory Issues Relating to Frisco, Texas Properties 47 Section 6.18 Cooperation Regarding Environmental and Regulatory Compliance 47 Section 6.19 Cooperation Regarding Corporate and Tax Planning 47 Section 6.20 WARN Act Compliance 47 Section 6.21 Cooperating Regarding Security 47 Section 6.22 Binding Effect 47
REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. 32 Section 5.1 Organization...................................................................................32
REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. 22 4.1. Organization of Such Backstop Party 22 4.2. Authority; No Conflict. 22 4.3. Backstop Securities Not Registered. 23 4.4. Acquisition for Own Account.. 23 4.5. Qualified Institutional Buyer. 23 4.6. Proceedings. 23 4.7. Sufficiency of Funds. 23 4.8. Access to Information. 24 4.9. Party to RSA. 24 4.10. No Brokers Fee. 24 4.11. Ownership of Claims 24 5. Covenants of the Debtors 24 5.1. Approval of this Agreement. 24 5.2. Exit Facility. 25 5.3. Conditions Precedent.. 25 5.4. Notification. 26 5.5. Use of Proceeds. 26 5.6. HSR Act and Foreign Competition Filings 26 5.7. Royalty Class Action Settlement. 26 5.8. RSA Covenants.. 26 5.9. Access 27
