Representations and Warranties of Transferee. Transferee hereby represents and warrants to Transferor as follows:
Representations and Warranties of Transferee. Transferee makes the following representations and warranties as of the date hereof and as of the Closing Date, on which Transferor relies in selling, assigning, transferring and conveying the Conveyed Assets to Transferee hereunder. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Conveyed Assets hereunder and the pledge thereof by the Transferee to the Indenture Trustee under the Indenture.
Representations and Warranties of Transferee. Transferee represents and warrants to Transferor as follows:
Representations and Warranties of Transferee. Each Purchaser, upon execution and delivery hereof or upon succeeding to an interest in the Notes, as the case may be, represents and warrants as of the Closing Date or as of the Transfer Effective Date that (i) it is an Eligible Transferee; (ii) it has experience and expertise in the making of or investing in commitments or notes such as the applicable Commitments or Notes, as the case may be; (iii) it will make or invest in, as the case may be, its Commitments or Notes for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Notes within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Notes or any interests therein shall at all times remain within its exclusive control); (iv) it will not provide any information obtained by it in its capacity as a Purchaser to any Note Party or any of its Affiliates; and (v) neither such Purchaser nor any of its Affiliates owns or controls any trade obligations or Indebtedness of any Note Party (other than the Obligations and obligations owing to Warrant Holder or any of its affiliates in respect of the Warrants) or any Capital Stock of any Note Party (other than the Warrants and any Capital Stock received in connection therewith).
Representations and Warranties of Transferee. In connection with the transfer of the respective Shares to the Transferee, and the Transferee represents and warrants to the Transferor that:
(a) The Transferee acknowledges that Transferor has made no representation to Transferee regarding the Company, its business or prospects.
(b) The Transferee is accepting transfer of the Shares for investment for the Transferee’s own account only, not as a nominee or agent, and not with a view to, or for resale in connection with, any “distribution” of the Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). By executing this Agreement, the Transferee represents that the Transferee does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares.
(c) The Transferee represents and warrants to the Transferor that the Transferee is not a U.S. Person. The Transferee further makes the representations and warranties to the Company and Transferor set forth on Exhibit A.
(d) The Transferee understands that the Shares have not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Transferee’s representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Shares in accordance with the Company’s charter documents or the laws of its jurisdiction of incorporation.
(e) The Transferee understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Transferee pursuant hereto, the Shares would be acquired in a transaction not involving a public offering. The issuance of the Shares hereunder have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the transfer of the Shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering or Regulation S for offers and sales of securities outside the U.S. The Transferee further acknowledges...
Representations and Warranties of Transferee. Transferee hereby represents and warrants to Transferor as of the date hereof and as of the Closing, as follows:
Representations and Warranties of Transferee. The Transferee hereby represents and warrants to the Transferor that:
1. The Transferee is a limited company duly established and validly existing pursuant to the laws of British Virgin Islands, and possesses all the rights, authorities and capabilities necessary for entering into and performing all the obligations and liabilities hereunder; and once executed the Agreement is legally and validly binding upon the Transferee.
2. The execution, delivery and performance of this Agreement by the Transferee is neither in breach of any laws, administrative regulations, articles of association or other organizational documents of the Transferee nor in breach of any contracts, rules and regulations, court judgment or arbitration award, which are binding upon the Transferee or its property.
3. Such representations, warranties and undertakings shall still remain in force and effect after completion of the transfer of the Subject Equity. .
Representations and Warranties of Transferee. Transferee hereby represents and warrants to the Contributors and Management Parties that:
Representations and Warranties of Transferee. Transferee represents and warrants to Transferor and to the other parties to the Participation Agreement that as of the Effective Time:
(a) Transferee is a corporation duly organized, validly existing and in good standing under the laws of the State of [ ], has the full corporate power, authority and legal right to carry on its business as now conducted, and has full corporate power, authority and legal right to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated hereby and in the other Operative Agreements (the "Transactions");
(b) Transferee has full corporate power, authority and legal right to execute, deliver and enter into this Agreement and the other Operative Agreements and full corporate power and authority to perform its obligations thereunder, and such execution, delivery and performance do not and will not contravene any applicable law or any order of any governmental authority applicable to or binding on the Transferee, or contravene the provisions of, or constitute a default under, or result in the creation of any Lien upon the property of the Transferee under, its articles of incorporation or by-laws or any material indenture, mortgage, contract or other agreement or instrument to which the Transferee is a party or by which it or any of its property may be bound or affected;
(c) the execution, delivery and performance of this Agreement by the Transferee (i) has been duly authorized by all necessary corporate action and (ii) does not require any approval of the shareholders of the Transferee or any approval or consent of, or notice to, any trustee or holders of any indebtedness or obligation of the Transferee, except for such approvals and consents as have already been obtained;
(d) this Agreement has been duly executed and delivered by the Transferee, and constitutes the legal, valid and binding obligation of the Transferee, enforceable against the Transferee in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity;
(e) there are no proceedings or actions pending or, to the knowledge of the Transferee, threatened against the Transferee before any governmental authority in which there is a reasonable probability of an adverse determination that individually or in the aggregate would materially and adversely impair the ability of the Tr...
Representations and Warranties of Transferee. Transferee hereby represents and warrants to Initial Member and to the Company as follows:
(a) Transferee is a “Qualified Transferee,” as such term is defined in the LLC Agreement, and as such, represents and warrants that each item included in such definition is true and correct in all respects as of the date hereof as if set forth herein.
(b) All information and documents provided to Initial Member or its agents by or on behalf of Transferee or the Successful Bidder in connection with this Agreement and the transactions contemplated hereby, including, but not limited to, the Purchaser Eligibility Certification, the Bid Certification, the Qualification Request and the Confidentiality Agreement, are true and correct in all respects as of the date hereof and do not fail to state any fact necessary to make the information contained therein not misleading.
