REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES. Each Constituent Company represents and warrants to each Purchaser that:
REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES. To induce the Required Holders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), each Constituent Company represents and warrants to the Noteholders that:
(a) this Amendment has been duly authorized by all necessary corporate or limited partnership action on the part of each Constituent Company and duly executed and delivered by each Constituent Company, and this Amendment and the Note Agreement, as amended by this Amendment, constitute the legal, valid and binding obligations of each Constituent Company, enforceable against such Person in accordance with their respective terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(b) the execution and delivery of this Amendment by each Constituent Company and the performance hereof and of the Note Agreement, as amended by this Amendment, will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Parent Guarantor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Parent Guarantor or any Subsidiary is bound or by which the Parent Guarantor or any Subsidiary or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Parent Guarantor or any Subsidiary or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Parent Guarantor or any Subsidiary;
(c) no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution and delivery of this Amendment or the performance hereof or of the Note Agreement, as amended by this Amendment, by either Constituent Company;
(d) as of the date hereof and after giving effect to this Amendment, no Default or Event of Default has occur...
REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES. Subject to the limitations of Section 6.04 hereof, each Constituent Company represents and warrants to ELS HRS as of the Closing Date as set forth in this Article:
REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES. The Constituent Companies jointly and severally represent and warrant to you that:
REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES. 6
Section 3.01 Corporate Existence and Qualification: Corporate Documents. 6 Section 3.02 Capitalization and Ownership 7 Section 3.03 Preemptive Rights; Registration Rights 7 Section 3.04 No Defaults or Consents 7 Section 3.05 No Proceedings 7 Section 3.06 Absence of Certain Changes 7 Section 3.07 Insurance 9 Section 3.08 Patents, Trademarks, Service Marks and Copyrights. 9
REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES. Section 3.01 Corporate Existence and Qualification: Corporate Documents.
REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES. Section 5.1 Organization of the Seller.
Section 5.2 Qualification to Do Business. Section 5.3 Authorization and Validity of Agreement. Section 5.4 Capitalization; Title to the Purchased Assets.
REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES. The Constituent Companies hereby, jointly and severally, represent and warrant to the Buyer and Kaplan as follows:
REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES. All representations and warranties made by the Constituent Companies in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if again made by the Seller on and as of such date, and the Buyer shall have received a certificate dated the Closing Date and signed by a duly authorized representatives of the Constituent Companies to that effect.
REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES. 5 Section 5.1. Organization; Power and Authority 5 Section 5.2. Authorization, Etc 5 Section 5.3. Disclosure 6 Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates 6 Section 5.5. Financial Statements; Material Liabilities 7 Section 5.6. Compliance with Laws, Other Instruments, Etc 7 Section 5.7. Governmental Authorizations, Etc 8 Section 5.8. Litigation; Observance of Agreements, Statutes and Orders 8 Section 5.9. Taxes; REIT Status 8 Section 5.10. Title to Property; Leases 9 Section 5.11. Licenses, Permits, Etc 9 Section 5.12. Compliance with Employee Benefit Plans 9 Section 5.13. Private Offering by the Issuer 10 Section 5.14. Use of Proceeds; Margin Regulations 11 Section 5.15. Existing Indebtedness; Future Liens 11 Section 5.16. Foreign Assets Control Regulations, Etc 12 Section 5.17. Status under Certain Statutes 12 Section 5.18. Environmental Matters 12 Section 5.19. Notes Rank Pari Passu 13 Section 5.20. Solvency 13 Section 5.21. Unencumbered Properties 14
