REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. Each Participant, severally and not jointly, represents and warrants that (i) it is duly organized, as applicable, and, to the extent such concept exists in its jurisdiction of organization, is in good standing under the laws of such jurisdiction; (ii) it has all requisite legal capacity and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby; (iii) the execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or other entity action on the part of such Participant; and (iv) this Agreement constitutes a legal, valid, and binding obligation of such Participant enforceable against such Participant in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. Each of EIS and DOV hereby severally represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. You represent and warrant that:
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. Each Participant represents and warrants to, and agrees with, Aurora as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. Each Participant represents and warrants to each other Participant and the Company as of the date hereof, and will represent and warrant to each other Participant and the Company as of each Subsequent Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. Each Participant represents and warrants to and in favor of the Authority, the other Participants, and the Operating Agent, as of the date hereof, that:
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. As of the date of its execution of this Participation Agreement, each Participant (or in the case of clause (k) below only, each Certificate Holder) represents and warrants, severally and only as to itself, to the other Participants, Lessor, the Administrative Agent and Lessee that:
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. As of the Effective Date, each Participant warrants and represents to the other that:
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. Each Participant, on behalf of itself, represents and warrants to the Company that (a) as of the date hereof, such Participant beneficially owns only the number of shares of Common Stock as described opposite its name on Exhibit A and Exhibit A includes all Affiliates of any Participants that own any securities of the Company beneficially or of record, (b) this Agreement has been duly and validly authorized, executed and delivered by such Participant, and constitutes a valid and binding obligation and agreement of such Participant, enforceable against such Participant 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) such Participant has the authority to execute the Agreement on behalf of itself and the applicable Participant associated with that signatory’s name, and to bind such Participant to the terms hereof and (d) the execution, delivery and performance of this Agreement by such Participant does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, 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 become a 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 such member is a party or by which it is bound.
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANTS. Each of the Participants represents and warrants to XxXxxxxxx that the following statements contained in this SECTION 2 are correct and complete as of the date of this Agreement with respect to such Participant:
