Representations and Warranties of the Group. The Group hereby represents and warrants to Cedar as follows:
Representations and Warranties of the Group. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Holders by the Company on or prior to entering into this Agreement (the "Disclosure Letter"), the Group hereby jointly and severally represents and warrants to each of the Holders that:
Representations and Warranties of the Group. Each of the representations and warranties of the Group set forth in Sections 4.1 and 4.2 (a) - (f), (j) and (q) of this Agreement and in all certificates and documents delivered by the Company or any of its Subsidiaries in connection with the Loan Exchange qualified by any "Material Adverse Effect" or other materiality or similar qualifications shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, in each case as of the Loan Exchange Closing Date as though made on and as of the Loan Exchange Closing Date (except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall have been accurate as of such earlier date), and the Senior Lenders shall have received a certificate signed on behalf of the Group by an executive officer of the Company to that effect.
Representations and Warranties of the Group. Each of the representations and warranties of the Group set forth in this Agreement and in all certificates and documents delivered by the Company or any of its Subsidiaries in connection with the Notes Exchange qualified by any "Material Adverse Effect" or other materiality or similar qualifications shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, in each case as of the Notes Exchange Closing Date as though made on and as of the Notes Exchange Closing Date (except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall have been accurate as of such earlier date), and the Noteholders shall have received a certificate signed on behalf of the Group by an executive officer of the Company to that effect.
Representations and Warranties of the Group. Companies. Each of the Group Companies, jointly and severally, represents and warrants that:
1.1 Each of the Group Companies has full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly executed and delivered by each Group Company and constitutes the legal, valid and binding obligations of such Group Company enforceable against such Group Company in accordance with its terms.
1.2 The execution and delivery of this Agreement by each Group Company do not, and the performance of this Agreement by such Group Company will not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to any Group Company or by which any Group Company or any of the properties of any Group Company is or may be bound or affected, or the Charter Documents of any Group Company; (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under any contract to which any Group Company is a party or by which any Group Company or any of the affiliates or properties of any Group Company is or may be bound or affected, or (iii) result in the creation of any encumbrance or restriction on any of the shares of Common Stock or equity interests in any other Group Company or properties of any Group Company. The execution and delivery of this Agreement by each Group Company do not, and the performance of this Agreement by each Group Company will not, require any consent or approval of any Person.
Representations and Warranties of the Group. The Group represents and warrants to the Company that (a) the authorized signatories of the Group set forth on the signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind the Group thereto, (b) this Agreement has been duly authorized, executed and delivered by the Group, and is a valid and binding obligation of the Group, enforceable against the Group in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of the Group as currently in effect, (d) the execution, delivery and performance of this Agreement by the Group does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Group, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Group is a party or by which it is bound, (e) as of the date of this Agreement, the Group is deemed to beneficially own in the aggregate 3,775,801 shares of Common Stock, (f) as of the date hereof, except as otherwise disclosed to the Company, the Group does not currently have, and does not currently have any right to acquire any interest in any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its Affiliates, including any swaps or other derivative arrangements de...
Representations and Warranties of the Group. The Group hereby represents and warrants to the Company, jointly and severally, as follows:
(i) The Group members have set forth in Exhibit A the number of shares of capital stock of the Company the Group members intend to purchase pursuant to the community offering of the Company’s capital stock pursuant to the registration statement on Form SB-2 declared effective by the SEC on April 29, 2005 (collectively, the “Community Offering Stock”).
(ii) The Group members have full and complete authority to enter into this Agreement and to bind the entire number of shares of Community Offering Stock. This Agreement constitutes a valid and binding agreement of each member of the Group.
(iii) There are no arrangements, agreements or understandings between the members of the Group and the Company other than as set forth in this Agreement.
Representations and Warranties of the Group. Companies. Each of the representations and warranties of the Group Companies contained in Article III (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” or other materiality qualifiers set forth therein), other than the Group Company Fundamental Representations and the representation contained in Section 3.8(b), shall be true and correct as of the date of this Agreement and as of the Closing Date (or, if made as of a specified date, as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, constitute or reasonably be expected to result in a Material Adverse Effect. Each of (a) the Group Company Fundamental Representations other than the representations contained in Section 3.4(a) and Section 3.4(b) (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” or other materiality qualifiers set forth therein) shall be true and correct in all material respects and (b) the representations contained in Section 3.4(a) and Section 3.4(b) (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” or other materiality qualifiers set forth therein) shall be true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date (or, if made as of a specified date, as of such date). The representation contained in Section 3.8(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date.
Representations and Warranties of the Group
