Representations of Note Holders. Each Note Holder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Note Holder’s charter or any law or contractual restriction binding upon such Note Holder, and that this Agreement is the legal, valid and binding obligation of such Note Holder enforceable against such Note Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. Each Note Holder represents and warrants that it is duly organized, validly existing, in good standing and in possession of all licenses and authorizations necessary to carry on its business. Each Note Holder represents and warrants that (a) this Agreement has been duly executed and delivered by such Note Holder, (b) to such Note Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by such Note Holder have been obtained or made and (c) to such Note Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against such Note Holder, an adverse outcome of which would materially and adversely affect its performance under this Agreement.
Representations of Note Holders. Each Note Holder for him, her, or itself represents and warrants as follows: (a)
Representations of Note Holders. Each Note Holder for him, her, or itself represents and warrants to the Fund as follows:
Representations of Note Holders. Each Note Holder hereby represents and warrants to the Company that such Note Holder owns the Payout Note in the principal amount specified opposite his name on Appendix A beneficially and of record, free and clear of all claims, charges, liens, contracts, rights, options, security interests, mortgages, encumbrances and restrictions of every kind and nature. No Note Holder has never transferred or agreed to transfer their Payout Notes or otherwise dispose of their Payout Note, other than pursuant to this Agreement. There is no restriction affecting the ability of any Note Holder to transfer the legal and beneficial title and ownership of the Payout Notes to the Company for cancellation upon conversion thereof in accordance with this Agreement. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the performance of this Agreement in compliance with its terms and conditions by any Note Holder will conflict with or result in any violation of any agreement, judgment, decree, order, statute or regulation applicable to such Note Holder, or any breach of any agreement to which such Note Holder is a party, or constitute a default thereunder, or result in the creation of any claim of any kind or nature on, or with respect to such Note Holder or such Note Holder’s assets, including, without limitation, such Note Holder’s Payout Note.
