Representations and Warranties of the Company and Guarantors. To induce the Amending Holders to execute and deliver this Amendment, each of the Company and the Guarantors represents and warrants that:
Representations and Warranties of the Company and Guarantors. On and as of the Forbearance Effective Date, the Company and each of the Guarantors hereby represents and warrants to each Forbearing Holders as follows:
(a) this Forbearance Agreement has been duly authorized, executed and delivered by each of the Company and each of the Guarantors and constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing;
(b) other than the filing of a Form 8-K with the Securities Exchange Commission by Xxxxxxxx Resources US Inc. disclosing this Forbearance Agreement, no approval, consent, exemption, authorization or other action by, or material notice to, or material filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Company or any of the Guarantors of this Forbearance Agreement;
(c) the execution, delivery and performance by the Company and each of the Guarantors of this Forbearance Agreement do not (i) contravene the terms of such Company’s or Guarantor’s certificate of formation or limited liability company agreement (or equivalent constitutional, organizational and/or formation documents), as applicable; (ii) violate or result in any breach or contravention of, or the creation of any Lien under, (A) any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument to which such entity is a party or by which it or any of its properties or assets is bound or to which it may be subject or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such entity or any of its properties or assets is subject; (iii) violate any applicable law; or (iv) result in a limitation on any governmental approvals applicable to the business, operations or properties of such entity;
(d) as of the date hereof, the aggregate principal balance of all of the outstanding Notes is $250,000,000 (which amount does not include interest, fees, expenses or other amounts which are chargeable or otherwise reimbursable under the Indenture);
(e) to the knowledge of the Company an...
Representations and Warranties of the Company and Guarantors. The Company represents and warrants to, and agrees with, and, to the extent applicable to the Guarantors and Guarantees, each Guarantor represents and warrants to, and agrees with, the several Underwriters that as of the date of this Agreement and the Closing Date (as defined below):
(a) The Company has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Forms F-3 and S-3 (No. 333-140274 and 333-140275) covering the registration of the Securities under the Act, which has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this Agreement:
Representations and Warranties of the Company and Guarantors. The Company and the Guarantors each represent and warrant that:
(a) No default exists under the AWF, except for financial covenant defaults and the Shortfall Obligation identified in Paragraph 1 of this Agreement that are in existence on the date hereof.
(b) Subject to the existence of Shortfall Obligation specified in Paragraph 1 of this Agreement, the representations and warranties of Borrower contained in the AWF were true and correct to the best of the Company and Guarantor's knowledge in all material respects when made and continue to be true and correct in all material respects on the date hereof.
(c) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby are within the corporate power of the Company, have been duly authorized by all necessary corporate action on the part of the Company and do not result in a breach of or constitute a default under any agreement or instrument to which the Company is a party or by which it or any of its properties are bound.
(d) This Agreement constitutes a legal, valid and binding obligation to the Company enforceable against the Company in accordance with its terms.
(e) Each party is entering into this Agreement freely and voluntarily with the advice of legal counsel of his or its own choosing.
(f) Each party has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Agreement.
Representations and Warranties of the Company and Guarantors. The Company and Guarantors represent and warrant to the Buyer that:
Representations and Warranties of the Company and Guarantors. (A) The Company and each of the Guarantors represents and warrants to the Initial Purchasers that:
(1) Each of the Preliminary Offering Memorandum and the Offering Memorandum has been prepared in connection with the Exempt Resales. Neither the Preliminary Offering Memorandum nor the Offering Memorandum, or any supplement or amendment thereto, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no warranty or representation with respect to any statement made in reliance upon and in conformity with information concerning the Initial Purchasers and furnished in writing by the Initial Purchasers to the Company expressly for use in the Preliminary Offering Memorandum or the Offering Memorandum. No order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Act has been issued or threatened.
(2) As of the date of this Agreement, the Company has an authorized capitalization as set forth under the heading entitled "Actual" in the section of the Preliminary Offering Memorandum and the Offering Memorandum entitled "Capitalization" and, as of the time of purchase, the Company shall have an authorized capitalization as set forth under the heading entitled "As Adjusted" in the section of the Preliminary Offering Memorandum and the Offering Memorandum entitled "Capitalization"; all of the issued and outstanding shares of Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable; the Company has been duly incorporated and is validly existing as a corporation in good standing under the law of the State of Delaware with full corporate power and authority to own its properties and conduct its business as described in the Preliminary Offering Memorandum and the Offering Memorandum, to execute and deliver this Agreement and to issue, sell and deliver the Senior Notes as herein contemplated.
(3) All of the issued and outstanding shares of the capital stock of each of the Company's corporate subsidiaries (the "Corporate Subsidiaries"), have been duly authorized and validly issued and are fully paid and nonassessable and the partnership interests which the Company owns in Beazer Homes Texas, L.P. (the "Partnership Subsidiary" and, together with the Corpor...
Representations and Warranties of the Company and Guarantors. In order to cause Investors to execute this Agreement and as part of the consideration for their entry into this Agreement, the Company and Guarantors hereby jointly make such representations and warranties to Investors as set forth in Appendix A attached hereto; Guarantors hereby make such representations and warranties to Investors as set forth in Appendix B attached hereto. Unless otherwise specified herein, Guarantors shall assume joint and several liabilities for all representations, warranties and covenants made by Guarantors and the Company hereunder.
Representations and Warranties of the Company and Guarantors. Unless otherwise specified in this Appendix, the terms defined in the recital and Article I of this Agreement shall have the same meaning in this Appendix. In order to cause Investors to execute this Agreement and as conditions precedent to Investors’ entry into this Agreement, the Company and Guarantors hereby jointly represent and warrant to Investors as follows:
Representations and Warranties of the Company and Guarantors. The representations and warranties of the Company and the Guarantors set forth in Section 2.2 of that certain Loan Agreement dated as of March 2, 1992, among New Jersey Economic Development Authority, 000 Xxxxxxxx Xxx., Inc. and the Guarantors named therein are incorporated by reference herein and are made a part hereof as if such representations and warranties were set forth fully herein, except that each reference to the Company therein shall mean Refrigerated Enterprises, Inc.
Representations and Warranties of the Company and Guarantors. 5.01 The Company and the Guarantors, jointly and severally, represent and warrant to, and agree with each Noteholder Party that as of the date hereof and as of the Closing Date:
