REPRESENTATIONS AND WARRANTIES OF THE PARENT ENTITIES. The Parent Entities represent and warrant to the Unitholders that:
REPRESENTATIONS AND WARRANTIES OF THE PARENT ENTITIES. The Parent Entities represent and warrant to the Investors that:
(a) The Parent Entities are competent to, and have sufficient capacity to, execute and deliver this Agreement and the agreements contemplated hereby (including the Closing Agreements) and to perform the Parent Entities’ obligations hereunder and thereunder. This Agreement has been, and at the Rollover Closing the other definitive documentation (including the Closing Agreements) will be, duly executed and delivered by the Parent Entities and, assuming the due authorization, execution and delivery of this Agreement or the other definitive documentation (including the Closing Agreements), as applicable, by the other parties thereto, as applicable, this Agreement constitutes and other definitive documentation (including the Closing Agreements) will constitute the valid and binding obligation of the Parent Entities, enforceable against the Parent Entities in accordance with its and their terms, respectively, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity, at Law or otherwise).
(b) The execution, delivery and performance by the Parent Entities of this Agreement and the agreements contemplated hereby and the consummation by the Parent Entities of the transactions contemplated hereby and thereby do not and will not, with or without the giving of notice or the passage of time or both: (i) violate the provisions of any Law applicable to the Parent Entities or such Parent Entities’ properties or assets;
REPRESENTATIONS AND WARRANTIES OF THE PARENT ENTITIES. Each Parent Entity, jointly and severally, represents and warrants to the Company 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 Parent to the Company Entities prior to the execution of this Agreement (the “Parent Disclosure Letter”) or (b) as disclosed in the Filed Parent SEC Documents (excluding any exhibits to any Filed Parent SEC Documents or any disclosures contained in any part of any Filed Parent SEC Documents entitled “Risk Factors”, disclosures set forth in any “Forward-Looking Statements” disclaimer or any other disclosures set forth in the Filed Parent 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 PARENT ENTITIES. Section 4.1 Organization, Standing and Power 29 Section 4.2 Capitalization 30 Section 4.3 Authority; Noncontravention; Voting Requirements 32 Section 4.4 Governmental Approvals 33 Section 4.5 Parent SEC Documents; Undisclosed Liabilities 33 Section 4.6 Absence of Certain Changes or Events 35
REPRESENTATIONS AND WARRANTIES OF THE PARENT ENTITIES. Except as disclosed in (a) the Parent SEC Documents filed with the SEC on or after December 31, 2013 and prior to the date of this Agreement (but excluding any disclosure contained in any such Parent SEC Documents under the heading “Risk Factors” or “Cautionary Note Regarding Forward-Looking Statements” or similar heading (other than any factual information contained within such headings, disclosure or statements)) or (b) the disclosure letter delivered by Parent to the Partnership (the “ Parent Disclosure Schedule ”) prior to the execution of this Agreement ( provided that disclosure in any section of such Parent Disclosure Schedule will be deemed to be disclosed with respect to any other section of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that it is applicable to such other section), Parent represents and warrants to the Partnership as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT ENTITIES. Each Parent Entity hereby represents and warrants to each Stockholder and to the Company Parties as follows:
(a) Such Parent Entity is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to execute and deliver and perform its obligations under this Agreement and to perform the obligations contemplated herein, and has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by such Parent Entity, and, assuming this Agreement constitutes the legal, valid and binding obligations of the other parties hereto, constitutes the legal, valid and binding obligations of such Parent Entity, and are enforceable against such Parent Entity in accordance with its terms, subject to bankruptcy, insolvency (including all legal requirements relating to fraudulent transfers), reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and subject to general principles of equity.
(c) Assuming compliance with the applicable provisions of the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and Foreign Investment Laws, the execution and delivery of this Agreement by such Parent Entity, and the consummation of the transactions contemplated by this Agreement, will not: (i) cause a violation, or a default, by such Parent Entity of any applicable legal requirement or decree, order or judgment applicable to such Parent Entity, or to which such Parent Entity is subject; or (ii) conflict with, result in a breach of, or constitute a default on the part of such Parent Entity under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Parent Entity is a party or by which such Parent Entity or its assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay or impair the performance by such Parent Entity of any of its obligations under this Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Schedule TO), any “anti-takeover” laws, the DGCL, in connection with the HSR Act or any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and Foreign Investment L...
REPRESENTATIONS AND WARRANTIES OF THE PARENT ENTITIES. Except as disclosed in the Parent SEC Documents filed since January 1, 2014 and prior to the date hereof (excluding any disclosures set forth in any such Parent SEC Document in any risk factor section and any disclosure in any section relating to forward-looking statements), where the relevance of the information as an exception to (or disclosure for purposes of) a particular representation is reasonably apparent on the face of such disclosure, or as set forth in the disclosure letter delivered by Parent to the Company prior to the execution of this Agreement (the “Parent Disclosure Letter”) (each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein and such other representations, warranties, or covenants as is reasonably apparent on the face of such disclosure), the Parent Entities jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT ENTITIES. Each of the Parent Entities has all necessary corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution, delivery and performance by the Parent Entities of this Amendment have been duly and validly authorized by the respective boards of directors of each of the Parent Entities and by BBX Intermediate as the sole stockholder of Merger Sub, and no other corporate action on the part of any Parent Entity is necessary to authorize the execution, delivery and performance by the Parent Entities of this Amendment. This Amendment has been duly executed and delivered by each of the Parent Entities and, assuming due and valid authorization, execution and delivery of this Amendment by the Company, is a valid and binding obligation of each of the Parent Entities enforceable against each of them in accordance with its terms, subject to the General Enforceability Exceptions. The execution, delivery and performance of this Amendment does not and will not result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) or result in the loss of a benefit to any party under, or give rise to any right of termination, cancellation, amendment or acceleration of, the Equity Commitment Letter or the Limited Guarantee.
REPRESENTATIONS AND WARRANTIES OF THE PARENT ENTITIES. Except as set forth in the disclosure schedules delivered by the Parent Entities to the Company concurrently with the execution of this Agreement, the Parent Entities jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT ENTITIES. 56 Except as set forth in (%3) all forms, registration statements, reports, schedules and statements publicly filed with or furnished to the SEC by Parent under the Exchange Act or the Securities Act, including any amendments or supplements thereto, since January 1, 2018 and on or prior to the date of this Agreement (collectively, the “Parent SEC Documents”) (but excluding any disclosure contained in any such Parent SEC Documents under the heading “Risk Factors” or “Cautionary Note Regarding Forward-Looking Statements” or similar heading (other than any historical factual information contained within such headings, disclosure or statements) or the terms of any agreements that may be contained in any exhibits and schedules thereto or information incorporated therein by reference) or (%3) the corresponding section of the Parent Disclosure Letter (provided that (%4) disclosure in any section of such Parent Disclosure Letter is deemed to be disclosed with respect to any other section of this Agreement to the extent that it is reasonably apparent on the face of the Parent Disclosure Letter that such disclosure is applicable to such other section notwithstanding the omission of a reference or cross reference thereto and (%4) the inclusion of an item in such Parent Disclosure Letter as an exception to a representation or warranty is not deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (a “Parent Material Adverse Effect”)), the Parent Entities represent and warrant to the Partnership Entities as follows:
