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 (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. 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. 34 Section 5.1 Incorporation 34 Section 5.2 Corporate Power and Authority 35 Section 5.3 Execution and Delivery 35 Section 5.4 No Registration 35 Section 5.5 Purchasing Intent 35 Section 5.6 Sophistication; Evaluation 35 Section 5.7 Unsecured Notes Claims. 36 Section 5.8 Intentionally Omitted. 36 Section 5.9 No Conflict 36 Section 5.10 Consents and Approvals 36 Section 5.11 Legal Proceedings 36 Section 5.12 Sufficiency of Funds 37 Section 5.13 No Broker’s Fees 37 ARTICLE VI ADDITIONAL COVENANTS 37 Section 6.1 Approval Orders 37 Section 6.2 Definitive Documents 37 Section 6.3 Conduct of Business 37 Section 6.4 Access to Information; Cleansing 38 Section 6.5 Commitments of the Company Parties and Backstop Parties 38 Section 6.6 Additional Commitments of the Company Parties and the Backstop Parties 39 Section 6.7 Cooperation and Support. 40 Section 6.8 Intentionally Omitted 41 Section 6.9 Blue Sky 41 Section 6.10 No Integration; No General Solicitation 41 Section 6.11 DTC Eligibility 41 Section 6.12 Use of Proceeds 41 Section 6.13 Share Legend 41 Section 6.14 Antitrust Approval. 42 Section 6.15 Rights Offering 44 Section 6.16 Company SEC Documents and Disclosure Statements 44 ARTICLE VII ADDITIONAL PROVISIONS REGARDING FIDUCIARY OBLIGATIONS 45 Section 7.1 Fiduciary Out 45 Section 7.2 Alternative Transactions 45 ARTICLE VIII CONDITIONS TO THE OBLIGATIONS OF THE PARTIES 46 Section 8.1 Conditions to the Obligations of the Backstop Parties 46 Section 8.2 Certificate of Incorporation 48
REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. Each of the Backstop Parties, severally and not jointly, represents and warrants to Syms, Xx. Xxxx and the Trusts as follows as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. Each Backstop Party, severally and not jointly and severally, represents and warrants to Community Shores as follows:
REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. 32 Section 5.1 Organization...................................................................................32
