Representations and Warranties of the Company Entities. As a material inducement to Lender to enter into this Agreement and to make one or more Advances to Company, each Company Entity, jointly and severally, represents and warrants to Lender as follows:
Representations and Warranties of the Company Entities. In connection with the transactions contemplated by this Agreement, each of the Company Entities hereby jointly and severally represents and warrants to the other Parties that the following statements are correct as of the date hereof:
8.1 Such Company Entity is a corporation, limited partnership, limited liability company or other entity, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation. Such Company Entity has all corporate, limited partnership or limited liability company power and authority necessary to (a) own its properties and assets, (b) carry on its business as now being conducted and (c) execute and deliver this Agreement and to perform its obligations hereunder.
8.2 The execution and delivery by such Company Entity of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Company Entity including all requisite action of its members and general partners, as applicable. This Agreement has been duly executed and delivered by such Company Entity and constitutes a valid and legally binding agreement of such Company Entity enforceable against such Company Entity in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally (other than with respect to the Chapter 11 Case) and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
8.3 Assuming the accuracy of the representations and warranties set forth in Section 7 and Section 9, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to such Company Entity in connection with the execution, delivery and performance by such entities of this Agreement.
8.4 The execution, delivery and performance by such Company Entity of this Agreement does not and will not (a) violate the certificate of formation, certificate of limited partnership, limited liability company agreement, limited partnership agreement or other organizational documents of such Company Entity, (b) violate any law, rule, regulation, judgment, injunction, order or decree applicable to...
Representations and Warranties of the Company Entities. Each Company Entity, jointly and severally, represents and warrants to the Parent Entities that, except (a) as set forth in the disclosure letter dated the date of this Agreement (with specific reference to the particular Section or subsection of this Agreement to which the information set forth in such disclosure letter relates; provided, however, that any information set forth in one section of such disclosure letter shall be deemed to apply to each other Section or subsection thereof or hereof to which its relevance is reasonably apparent) delivered by the Company to the Parent Entities prior to the execution of this Agreement (the “Company Disclosure Letter”) or (b) as disclosed in the Filed Company SEC Documents (excluding any exhibits to any Filed Company SEC Documents or any disclosures contained in any part of any Filed Company SEC Documents entitled “Risk Factors”, disclosures set forth in any “Forward-Looking Statements” disclaimer or any other disclosures set forth in the Filed Company SEC Documents to the extent they are cautionary, non-specific or predictive in nature; it being understood that any factual information contained within such headings, disclosures or statements shall not be excluded):
Representations and Warranties of the Company Entities. Each of the Company Entities, jointly and severally, represents and warrants to the Initial Purchasers that:
Representations and Warranties of the Company Entities. Subject to the exceptions disclosed in the disclosure schedule delivered by the Company Entities to the Purchaser and attached hereto as Schedule II (the “Disclosure Schedule”), the Company Entities represent and warrant to the Purchaser as follows:
Representations and Warranties of the Company Entities. Except (a) as set forth in the corresponding section or subsections of the disclosure letter prepared by the Company Entities and delivered to the Parent Entities and the Merger Subs in connection with the execution and delivery of this Agreement (the “Company Disclosure Letter”), or (b) as disclosed in any report, schedule, form, statement or other document (including all exhibits and other information incorporated by reference therein and all amendments and supplements thereto) filed with, or furnished to, the SEC by the Company or a Company Subsidiary, or incorporated by reference into such document and that are publicly available since (and including) April 28, 2021 through at least two Business Days prior to the date of this Agreement (collectively, the “SEC Documents”) (but excluding any cautionary or forward-looking information in the “Risk Factors” or “Forward-Looking Statements” sections of such SEC Documents) (it being agreed that (i) for purposes of the representations and warranties set forth in this Article IV, disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosure with respect to any other section or subsection (other than Sections 4.01, 4.02, 4.03, 4.05, 4.06 and 4.23 of the Company Disclosure Letter) to which the relevance of such item is reasonably apparent on its face and (ii) nothing disclosed in the SEC Documents pursuant to the preceding clause (b) shall be deemed to modify or qualify the representations and warranties set forth in Sections 4.01, 4.02, 4.03, 4.05, 4.06, 4.08(a) and 4.23), the Company represents and warrants to the Parent Entities and the Merger Subs as follows:
Representations and Warranties of the Company Entities. 8- 309624095 v9 As of the Effective Date, when read in light of the Disclosure Schedule attached hereto as Exhibit D, the Company represents and warrants to the Buyer with respect to the Company Entities and the Businesses the following:
Representations and Warranties of the Company Entities. Each Company Entity represents and warrants to the Purchaser the matters set forth in this Section 3 (presuming that the consummation of the Restructuring Transactions had occurred prior to all dates relevant to such representations and warranties). These representations and warranties, as qualified by the applicable sections of the Disclosure Schedules are made as of the Execution Date and, subject to Section 5.3, the Closing Date, except to the extent that a representation, warranty or section of the Disclosure Schedules expressly states that such representation or warranty, or information in such section of the Disclosure Schedules, is made only as of an earlier date.
Representations and Warranties of the Company Entities. Each of the Company Entities hereby jointly and severally represents and warrants to Acquirer that, except as expressly set forth in the letter addressed to Acquirer from the Company Entities and dated as of the Agreement Date, which has been delivered by the Company Entities to Acquirer concurrently with the parties’ execution of this Agreement (including all schedules thereto, the "Company Disclosure Letter”) referencing a specific representation, warranty or statement herein (clearly indicating the applicable section and, if applicable, subsection), each of the representations, warranties and statements contained in the following sections of this Article 3 is true and correct. For all purposes of this Agreement, the statements contained in the Company Disclosure Letter and its schedules shall also be deemed to be representations and warranties made and given by the Company Entities to Acquirer under Article 3 of this Agreement.
Representations and Warranties of the Company Entities. As of the Agreement Date and the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except as set forth in the Company Entities’ Disclosure Schedule, each of the Company Entities, separately and for itself (including with respect to the aspects of the Business owned and operated by it, if any), and in addition, Nordstrom, with respect to all representations and warranties regarding the Business, represents to the Purchaser as follows and as applicable:
