Representations and Warranties of the Initial Investors. Each Initial Investors, severally and not jointly, represents and warrants to, and agrees with each of the Additional Investors as set forth below:
(a) It has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization.
(b) It has the requisite power and authority to enter into, execute and deliver this Agreement and to perform its obligations hereunder, including, without limitation, the delivery of the Purchased Shares, and has taken all action required for the due authorization, execution, delivery and performance by it of this Agreement.
(c) Its execution and delivery of this Agreement and the performance of its obligations hereunder do not violate or conflict with any provision of its constituent documents, any law, order or judgment applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets.
(d) Except for the Plan and the Court Orders and as expressly disclosed in writing to the Additional Investors, no material consent, authorization, approval, order, exemption, registration, qualification or other action of, or filing with or notice to, any federal or state regulatory or governmental agency is required to be obtained by it in connection with its execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. All such required material consents, authorizations, approvals, orders, exemptions, registrations, qualifications and other actions of and filings and notices will have been obtained, taken or made, as the case may be, and all statutory or regulatory waiting periods will have elapsed, prior to its sale of Shares hereunder on the Settlement Date.
(e) This Agreement has been duly and validly executed and delivered by the Initial Investor and, assuming due execution and delivery by the other parties hereto, constitutes, or will constitute upon execution, as applicable, its valid and binding obligation, enforceable against it in accordance with its terms.
Representations and Warranties of the Initial Investors. Each of the Initial Investors represents and warrants to the Company as of the date hereof as follows:
(a) Each of the Initial Investors has been duly organized and is validly existing and in good standing under the Laws of the jurisdiction of its organization, and has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby.
(b) The execution, delivery and performance of this Agreement by each of the Initial Investors and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Initial Investor.
(c) This Agreement has been duly authorized, validly executed and delivered by each of the Initial Investors, and assuming due authorization, execution and delivery of this Agreement by the Company, constitutes a valid and binding obligation of each of the Initial Investors, enforceable against each of the Initial Investors in accordance with its terms, except to the extent that the enforcement thereof may be limited by the Bankruptcy Exceptions.
Representations and Warranties of the Initial Investors. Each Initial Investor hereby represents and warrants to Investor, as of the date hereof and as of the Investment Closing, solely with respect to itself, as follows:
7.1 Such Initial Investor is a limited liability company or limited partnership duly organized, validly existing and in good standing under Delaware Law;
7.2 Such Initial Investor has all requisite limited partnership or limited liability company, as applicable, power and authority and has received all consents and approvals and taken all action necessary in order to execute and deliver, and perform its obligations under, this Agreement, and to consummate the transactions contemplated by this Agreement;
7.3 This Agreement has been duly executed and delivered by such Initial Investor and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes the valid and binding obligation of such Initial Investor, enforceable by Investor against such Initial Investor in accordance with its terms, except as may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditor’s generally or by general equitable principles;
7.4 Except for waiver or consents that have been obtained or are in full force an effect, the execution and delivery of this Agreement by such Initial Investor will not conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under (i) the certificate of formation, limited partner agreement or other organizational documents of such Initial Investor or (ii) any law, order or material agreement applicable to such Initial Investor or by which any property or asset of such Initial Investor is bound or affected or (iii) require any consent or other action by any Person under, constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in any breach of or give rise to any right of termination, cancellation, amendment or acceleration of, any right or obligation under any Contract or otherwise of such Initial Investor; and
7.5 Other than this Agreement and the Interim Investors Agreement (as of the date hereof and made available to Investor), there are no other Contracts between any of the Parent, the Company, either Initial Investor or any of their Affiliates related to the Merger, the terms of either Initial Investor’s investments in Parent or a...
Representations and Warranties of the Initial Investors. Each initial Investor hereby represents, warrants and covenants to the Company as follows:
